Common use of Possession Clause in Contracts

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its right to lease 1. The Promoter would intimate the Offer Space and Landlord is unable to deliver possession on Allottee/s the date set forth in the Offer Notice as the date on which Landlord anticipates for delivering possession of the Offer Space Schedule 'C' Apartment to Tenant by reason the Allottee/s and the Allottee/s shall complete the purchase of Schedule 'B' Property and receive possession as stated above within fifteen days from the date of such notice and the Promoter would deliver possession of the holding over or retention Schedule 'C' Apartment provided the Allottee/s has/have not defaulted any of the terms and conditions of this agreement and has/have complied with its obligations and paid the agreed sums. 2. The Promoter shall deliver and put the Allottee/s in constructive possession of any tenant or occupant Schedule 'B' Property and actual, physical, vacant possession of Schedule 'C' Apartment on execution of Sale Deed against payment of balance sale price and all other amounts due under this Agreement and compliance of all the terms in Agreements. That on sale of Schedule 'B' Property the Allottee/s shall have no claim of whatsoever nature against Promoter. In case the Allottee/s fails to take possession of the Offer Space Schedule 'B' Property then the Promoter shall be entitled and the Allottee/s shall be liable to pay an amount of Rs 5/- (iRupees Five only) Landlord for the two bed room apartments and Rs.7/- (Rupees Seven only) for the three bed room apartments as holding charges which shall be paid by the Allotee before obtaining possession of the Schedule 'B' Property. 3. The Allottee/s in the said Building have effected all their respective payments on time without any delay mentioned in their respective Agreements. 4. The Allottee/s shall also become liable to pay proportionate share of municipal taxes and cesses, electrical, domestic and non-domestic water tax, and all other charges for the common areas of the 'HOUSE OF HIRANANDANI - BANNERGHATTA' and the common area of the Building in which the Schedule 'A' Property is located, from the date of intimation of the apartment is ready for possession. 5. That in the event of there being any redevelopment of the 'HOUSE OF HIRANANDANI - BANNERGHATTA' for any reason, whatsoever the Allottee/s herein would be entitled to such undivided share in the Schedule 'A' Property as mentioned in this agreement and corresponding size of the Schedule 'C' Apartment as applicable at the time of such redevelopment and further that such apartment shall be in the same block constructed in the location as the present Schedule 'C' Apartment. 6. That the Allottee/s covenants that the Allottee/s shall comply with all the rules and regulation pertaining to electrical installations, lifts, generators, fire safety equipments and services, pollution control and general safety equipment and services of the building/tower. 7. That the Allottee/s with the other owners of the apartments through the Owners Association shall at all times keep the annual maintenance contracts with regards to all safety equipments such as lift, generator, heating and cooling systems, equipments provided for fire safety, pollution control, equipments relating to safety at terrace, walls, claddings, swimming pools and other places, pumps, motors and other equipments valid and shall pay the amounts of annual maintenance contract as and when demanded by the concerned agencies. The Allottee/s is/are fully aware that non payment towards the annual maintenance contracts will adversely affect all the equipment installed by the Promoter in the building/tower and non payment of common maintenance deposit charges shall attract disciplinary action including injunctive and pecuniary relief. 8. That after the maintenance of the Schedule 'A' Property is handed over to the Association, the Owner and or the Promoter shall not be liable to Tenant responsible for any failure consequence or liability on account of failure, negligence, act or omission, obstruction, alteration, modification, restraint or improper use by a then existing tenant any or occupant all the owners, service providers or their agents with regards to vacate the fire equipments, fire protection systems, their supporting equipments, pollution control and other general safety equipments, related facilities and services. 9. That the Allottee/s shall not in any manner obstruct or cause obstruction to any of the Offer Spaceentries or exits of 'HOUSE OF HIRANANDANI - BANNERGHATTA' or obstruct any open place meant to be retained as open place or obstruct free movement of vehicles including fire tenders, (ii) Landlord and such other vehicles required to ensure safety and statutory compliance. 10. That the car parking spaces allotted with the Schedule 'C' Apartment shall use commercially reasonable efforts to obtain be used only for parking of one car per slot and deliver to Tenant vacant possession for no other purpose including storing of any kind of items, household equipment, furniture, tyres, spares, cans etc. 11. That the Offer Space within ninety (90) days after the anticipated availability date Schedule 'C' Apartment shall be used as stated by Landlord in the Offer Notice a private residence and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except put use for any kind of commercial or semi commercial use or serviced apartment. 12. The Allottee/s agrees and covenants that the term Promoter or any agency appointed by the Promoter for the maintenance of the lease with common areas of the Schedule 'A' Property will have the exclusive right to erect and display in common spaces, advertising and signage generally within the Common Use Facilities. 13. That If any development and/or betterment charges or other levies are charged, levied or sought to be recovered by the BBMP or any other public authority in respect of the Schedule 'A' Property, the same shall be borne and paid by the Allottee/s in proportion to his/her/their/its undivided share in the Schedule 'A' Property. 14. That the Allottee/s shall not subscribe to the Offer Space shall not commence until Landlord shall deliver vacant possession change in the name of the Offer Space to Tenant. The terms set forth in Schedule 'A' Property being 'HILLCREST' nor the preceding provisions development of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement'HOUSE OF HIRANANDANI - BANNERGHATTA'. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) If Tenant exercises its right provide and allow the applicable Seller reasonable access to lease the Offer Space Seller’s Property-Related Files and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession Records for purposes of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Spaceinspection and copying thereof, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the contrary contained in this Section 37.5, if Landlord applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have failed to deliver possession a period of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end receipt of the aforesaid one Records Disposal Notice to enter the applicable Property (1or such other location where such records are then stored) year period unless prior and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the giving covenants of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space this Section 6.5.12 pertaining to TenantSeller’s Property-Related Files and Records.

Possession. 5.1 In the event of the inability of Lessor to deliver possession of the leased premises or any portion thereof, at the time of the commencement of the term of this lease, Lessor shall not be liable for any damage caused thereby, nor shall this lease thereby become void or voidable, nor shall the term herein specified be in any way extended, but in such event, Lessee shall not be liable for payment of any rent until such time as Lessor can deliver possession, except as may be otherwise provided in Exhibit B to this lease. If Lessor shall deliver possession of the leased premises to Lessee prior to January 1, 1993 and Lessee agrees to accept the same at such time, both Lessor and Lessee agree to be bound by all provisions and obligations of this lease during the prior period. 5.2 Notwithstanding the foregoing, if Lessor fails to deliver all of the office space portion of the leased premises to Lessee in Substantially Completed condition by 5:00 p.m., December 14, 1992, Lessor shall hold Lessee harmless from (a) If Tenant exercises all rent and other occupancy charges incurred by Lessee with respect to its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth existing office space premises in the Offer Notice as Pacific Building or elsewhere which is in excess of the rent and other charges payable by Lessee for its existing office space Pacific Building premises (at the rent rate and additional rent charges in effect for December 1992) from January 1, 1993 until five (5) days after the date on which Landlord anticipates delivering possession the tenant improvement in the office space portion of the Offer Space leased premises have been Substantially Completed, and (b) reasonable attorneys’ fees and expenses incurred by Lessee with respect to Tenant such occupancy beyond December 31, 1992 in its existing Pacific Building premises or elsewhere (other than the Building). Such indemnity shall not apply to the extent such failure would not have occurred but for delay caused by reason Lessee or its agents (including Lessee’s Architect), including without limitation delay caused by Lessee’s failure to comply with the schedule specified in Exhibit B, change orders requested by Lessee, and the causes listed in Section 5.6 of Exhibit B. 5.3 Notwithstanding the foregoing, if Lessor fails to deliver all of the holding over or retention of possession of any tenant or occupant branch bank portion of the Offer Space leased premises to Lessee in Substantially Completed condition by 5:00 p.m., December 14, 1992, Lessor shall hold Lessee harmless from (ia) Landlord shall not be liable all rent and other occupancy charges incurred by Lessee with respect to Tenant for any failure by a then its existing tenant or occupant to vacate any branch bank premises in the Pacific Building which is in excess of the Offer Spacerent and other charges payable by Lessee for its existing Pacific Building branch bank premises (at the rent rate and additional rent charges in effect for December 1992) from January 1, 1993 until five (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (905) days after the anticipated availability date as stated by Landlord on which the tenant improvements in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant branch bank portion of such Offer Space the leased premises have been Substantially Completed and (iiib) Tenant’s obligations under this Lease reasonable attorneys’ fees and expenses incurred by Lessee with respect to occupancy beyond December 31, 1992 in its existing Pacific Building branch bank premises or elsewhere (other than the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence Building) from January 1, 1993 until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. five (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (305) days after the end date on which the tenant improvements in the branch bank portion of the aforesaid one (1) year period unless prior leased premises have been substantially completed. Such indemnity shall not apply to the giving extent such failure would not have occurred but for (a) delay caused by Lessee or its agents (including Lessee’s Architect), including without limitation delay caused by Lessee’s failure to comply with the schedule specified in Exhibit B, change orders requested by Lessee, and the causes listed in Section 5.6 of Exhibit B, (b) delay caused because the time period to obtain a building permit for the branch bank space exceeded twelve (12) weeks from the date a complete building permit application was submitted to the City of Seattle because Lessee’s design for such space differed materially from the design solution shown in Exhibit E, or (c) Lessee’s failure to occupy the branch bank space when it could be beneficially occupied by Lessee (i.e., branch bank business could be reasonably conducted therein, even though some portions of the work which did not prevent Lessee’s beneficial occupancy were not completed). 5.4 Notwithstanding Section 5.1, Lessor will proceed diligently and in good faith to deliver all of leased premises covered by a building permit to Lessee in a Substantially Completed condition within one hundred twelve (112) days after the building permit for such portion of the leased premises has been received by Lessor from the City of Seattle, or such later date as may be specified in the construction contract for such work, subject to delays caused by Lessee or its agents strikes or other labor disputes, material shortages, fire or other casualty, acts of God or other causes beyond Lessor’s control. From the date hereof until the date rent commences for the entire office portion of the leased premises, Lessee may use Floor 21 of the TUS Building (on an AS IS, WHERE IS, basis) free of any rent to store furniture and equipment which will be installed by Lessee in the leased premises when the term of this lease commences. Costs incurred by Lessee in connection with such use shall be a charge to Tenant Work. All of such notice furniture and equipment and packaging materials or within ten (10) days thereafter Landlord other debris associated with such use shall have delivered vacant possession be removed from Floor 21 not later than the date rent commences for the entire office portion of such Offer Space to Tenantthe leased premises, and the areas used by Lessee shall be left in a broom clean condition.

Possession. (a) The Landlord agrees to use reasonable efforts to have the Leased Premises completed and ready for possession on or before the Commencement Date barring strikes, insurrection, acts of God and other casualties or unforeseen events beyond the control of the Landlord. If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering give possession of the Offer Space to Tenant Leased Premises on the Commencement Date by reason of the holding over or retention of possession of any tenant prior Tenant or occupant Tenants, incomplete construction, or for any other reason excluding the unavailability of funds or financing, or unless the same shall result from causes attributable to the Tenant, an abatement or diminution of the Offer Space (i) rent to be paid hereunder, for the period of time Landlord is unable to give possession, shall not be liable allowed Tenant and the term of this Lease shall be extended beyond the agreed expiration date by the number of days possession was delayed and said abatement of rent shall be the full extent of Landlord’s liability to Tenant for any failure by a then existing tenant loss or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver damage to Tenant vacant on account of said delay in obtaining possession of the Offer Space Leased Premises except Landlord’s gross negligence. If, and only if, the Leased Premises have not been tendered within ninety sixty (9060) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained Commencement Date specified in this Section 37.5Lease, if either Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by terminate this Lease after fifteen (15) days’ written notice thereof given on or before to the date that other party. Neither Landlord nor Tenant shall have the right to terminate this Lease pursuant to this Paragraph 3 if Landlord tenders Possession of the Leased Premises in tenantable condition as required by Paragraph 4 hereof at any time prior to Tenant’s exercise of its termination right hereunder. In the event neither Landlord nor Tenant has terminated the Lease as provided herein, the Commencement Date shall be thirty (30) days after the end of the aforesaid extended by one (1) year period unless prior to day for each day beyond the giving stated Commencement Date delivery of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenanthas been delayed.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord’s control, or time required for construction delays due to labor or material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which possession of the Premises is one (1) year after delivered to the anticipated Offer Space Commencement Date set forth Tenant. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant’s failure to agree to the Plans, changes in or additions to the Plans or the Tenant Improvements made at the request of Tenant or any other delay caused by a party employed by or the agent of Tenant, then in such case Landlord shall notify Tenant of such delay the rental shall be accelerated by the number of days of such delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlord shall have no responsibility or liability for loss or damage to fixtures, facilities or equipment installed or left on the Premises. By occupying the Premises as a Tenant, or to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the Offer Notice condition required by reason of the holding over or retention of possession of any tenant or other occupant or this Lease Agreement, except items which are not in compliance with Exhibit A-3 and for any other reason, then which Tenant shall have the right to withdraw its Acceptance Notice by has given Landlord a written notice thereof given on or before the date that shall be “punch list” within thirty (30) days of Tenant’s first occupancy of the Premises, except for latent defects. Should the commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other than the first day of a calendar month, then in that event solely for the purposes of computing the Term of this Lease Agreement, the commencement date of the Term shall become and be the first day of the first full calendar month following the date when Tenant’s rental obligation commences, or the first day of the first full calendar month following the commencement date set out in Article 1 (if such is other than the first date of a calendar month), whichever date is later, and the termination date shall be adjusted accordingly; provided however, that the termination date shall be the last day of a calendar month, which date shall in no event be earlier than the termination date set out in Article 1. Immediately after Tenant’s occupancy of the Premises the Landlord and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the rentable square footage of the Premises, and delivery of the Premises in the condition required by this Lease Agreement. Tenant shall at all reasonable times from and after the end of the aforesaid one (1) year period unless date that is 14 days prior to the giving commencement date of the Term have access to the Premises, at Tenant’s own risk, expense and responsibility, for purposes of installing Tenant’s furniture, trade fixtures and equipment. In connection with such notice access prior to the commencement date of the Term, Tenant shall abide by the terms and conditions of this Lease including carrying the insurance specified by the Lease, as if the Term had already commenced, except that Tenant shall have no obligation to pay the Minimum Rental, Real Estate Taxes or within ten Operating Expenses until the earlier of (10i) days thereafter the date Tenant occupies the Premises and begins conducting business therefrom or (ii) the commencement date of the Term. Tenant shall also pay the charges for all utilities furnished to the Premises during Tenant’s early-access period, as reasonably estimated by Landlord. Any other provision herein to the contrary notwithstanding, (a) Landlord shall have delivered vacant possession allow access to the Premises to Tenant and its contractors for Tenant fit-up work by not later than April 15, 2004 and Landlord and Tenant shall use reasonable and diligent efforts to cause said contractors to cooperate and not interfere with each other’s work; and (b) all provisions of such Offer Space this Lease shall be in full force and effect during this early occupancy period, except Tenant’s obligation to Tenantpay rent.

Possession. Landlord shall reasonably attempt to deliver possession of the Premises within one hundred twenty (a120) days of Lease execution, the anticipated date of commencement (the “Anticipated Commencement Date”). If Tenant exercises its right to lease the Offer Space and Landlord is should be unable to deliver possession of the Premises to the Tenant on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over Anticipated Commencement Date or retention of possession of thereafter for any tenant or occupant of the Offer Space (i) reason, Landlord shall not be liable subject to Tenant any liability, claims or damages for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain give possession on said date and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that terminated or terminable by reason of such delay. Under such circumstances, the term of the lease with respect rent reserved and covenanted to the Offer Space be paid herein shall not commence until Landlord shall deliver vacant the possession of the Offer Space Premises is tendered by Landlord which may be confirmed by Landlord’s delivery of notice to Tenant that possession has been delivered following substantial completion of the Tenant Improvements, provided, however, that in the event any delay in tendering possession to the Tenant or in Tenant’s taking occupancy of the Premises beyond the Anticipated Commencement Date is caused by any act, delay or omission of Tenant, its employees, agents, contractors or invitees, Tenant shall remain obligated to commence paying rent hereunder beginning on the earlier to occur of (i) the Anticipated Commencement Date or (ii) the date the Landlord tenders possession of the Premises to Tenant. The terms set forth in If permission is given to the preceding Tenant to enter into possession of the Premises, or to occupy space other than the Premises prior to the Anticipated Commencement Date Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants and conditions of the provisions of this Section 37.5 are intended Lease, and that the Rent shall commence on such date. Tenant covenants and agrees to constitute “an express provision to execute and deliver such documentation as Landlord may reasonably require confirming the contrary” within the meaning of Section 223-a of the New York Real Property Law Commencement Date and such other matters as Landlord or any successor Requirement. (b) Notwithstanding anything lender may reasonably request. In addition, Landlord may elect to send a letter establishing the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or (if not a specific calendared date under Section 2.1), which shall be binding for any other reason, then all purposes unless Tenant shall have the right to withdraw its Acceptance Notice by sends written notice thereof given on or before the date that shall be thirty of objection within five (305) business days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantreceipt.

Possession. Possession of the Property, subject to the Resident Agreements, Assigned Contracts, and Permitted Exceptions, shall be delivered to Purchaser at the Closing upon release from escrow of all items to be delivered by Purchaser pursuant to the terms of Section 5.3. Seller and Existing Operator shall make available to Purchaser at the Property (aor at such other location agreed upon by the parties) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth Closing Date originals or copies of the Resident Agreements, Assigned Contracts, lease files, warranties, guaranties, operating manuals, keys and access codes to the property, and Seller’s and Existing Operator’s books and records (other than proprietary information) that are in the Offer Notice as the date on which Landlord anticipates delivering possession of Seller or Existing Operator or are located at the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space Facilities (icollectively, “Seller’s Property-Related Files and Records”) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect exclusively relating to the Premises and Property. Purchaser agrees, for the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth applicable period required by law, but in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is no event less than one (1) year after the anticipated Offer Space Commencement Date set forth in Closing (the Offer Notice by reason “Records Hold Period”), to (a) provide and allow Seller and Existing Operator reasonable access, upon reasonable prior written notice and during standard business hours, to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof (which shall be at Seller’s and Existing Operator’s sole cost and expense), and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time during the holding over or retention two (2) year period following the Records Hold Period, Purchaser desires to dispose of possession of any tenant or other occupant or for any other reasonSeller’s Property-Related Files and Records, then Tenant Purchaser shall first provide Seller not less than thirty (30) days’ prior written notice (the “Records Disposal Notice”). Seller shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be a period of thirty (30) days after the end receipt of the aforesaid one Records Disposal Notice, upon reasonable prior written notice and during standard business hours, to enter the Property (1or such other location where such records are then stored) year period unless prior and remove or copy those of Seller’s Property-Related Files and Records that Seller desires to the giving of such notice or within ten retain (10) days thereafter Landlord which shall have delivered vacant possession of such Offer Space to Tenantbe at Seller’s sole cost and expense).

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason Premises with any tenant improvements thereto substantially completed on or before the Commencement Date of the holding over or retention Term, but delivery of possession prior to such Commencement Date shall not affect the Expiration Date of any tenant or occupant this Lease Agreement. Time is of the Offer Space (i) essence. Failure of Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of the Premises by the Commencement Date of the Term due to any cause beyond the reasonable control of Landlord, including, without limitation, a holding over by a prior tenant, labor or material shortages, strikes, casualty loss, acts of God or failure by the City to timely approve any plans or issue a building permit (any of the foregoing being hereafter referred to as an “Excused Delay”), shall automatically postpone the Commencement Date of the Term and shall extend the Expiration Date of this Lease Agreement accordingly. The rentals herein reserved shall commence on the first day of the Term, provided, however, in the event of any occupancy by Tenant prior to the beginning of the Term, such Offer Space on or before occupancy shall in all respects be the same as that of a tenant under this Lease Agreement, and the rentals shall commence as of the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason that Tenant enters into such occupancy of the holding over Premises. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant’s failure to timely deliver any plans to Landlord or retention make any required deposit, changes in or additions to plans or tenant improvements made at the request of possession Tenant or any other delay caused by Tenant or any of its contractors, agents or employees, or by Tenant’s failure to pay for the costs of the tenant improvements in excess of any tenant improvement allowance and any deposit (any of the foregoing being hereafter referred to as a “Tenant Delay”), then in such case the commencement of Tenant’s obligation to pay rentals shall be accelerated by the number of days of such Tenant Delay. Prior to the commencement of the Term, Landlord shall have no responsibility or other occupant liability for loss or damage to trade fixtures or equipment installed or left on the Premises. By occupying the Premises as a tenant, or to install trade fixtures or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease Agreement, except for any other reason, then items for which Tenant shall have the right to withdraw its Acceptance Notice by has given Landlord a written notice thereof given on or before the date that shall be list within thirty (30) days after the end of Tenant’s first occupancy of the aforesaid one Premises. Should the commencement date of the Term of this Lease Agreement occur for any reason on a day other than the first day of the calendar month, then in that event solely for the purposes of determining the Expiration Date of the Term of this Lease Agreement, the Term shall be deemed to have commenced on the first (11st) year period unless prior to day of the giving calendar month immediately following. Following Tenant’s occupancy of such notice or the Premises and within ten (10) days thereafter of Landlord’s request, Landlord and Tenant shall have delivered vacant possession execute a ratification agreement which shall set forth the final commencement and expiration dates of the Term, shall acknowledge the Base Rent, the square footage of the Premises (office space and warehouse, shared mechanical space), delivery of the Premises in the condition required by this Lease Agreement and shall include such Offer Space to Tenantother matters as Landlord may reasonably request (hereafter the “Ratification Agreement”).

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord’s control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which possession of the Premises is one (1) year after delivered to the anticipated Offer Space Commencement Date set forth Tenant. The rentals herein reserved shall commence on the first day of the Term, provided, however, in the Offer Notice event of any occupancy by reason Tenant prior to the beginning of the holding over or retention Term, such occupancy shall in all respects be the same as that of possession a tenant under this Lease Agreement, and the rental shall commence as of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant’s failure to agree to the Plans or any delay caused by a party employed by or the agent of Tenant, or by Tenant’s failure to pay for the costs of the Tenant Improvements requested by Tenant subsequent to approval of the Plans, then in such case the rental shall be accelerated by the number of days of such delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlord shall have no responsibility or liability for loss or damage to fixtures, facilities or equipment installed or left on the Premises. By occupying the Premises as a Tenant, or to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease Agreement, except items which are not in compliance with Exhibit A‑3 and for which Tenant has given Landlord a written “punch list” within thirty (30) days after the end of Tenant’s first occupancy of the aforesaid one Premises. Should the commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other than the first day of a calendar month, then in that event solely for the purposes of computing the Term of this Lease Agreement, the commencement date of the Term shall become and be the first day of the first full calendar month following the date when Tenant’s rental obligation commences, or the first day of the first full calendar month following the commencement date set out in Article 1 (if such is other than the first date of a calendar month), whichever date is later, and the termination date shall be adjusted accordingly; provided however, that the termination date shall be the last day of a calendar month, which date shall in no event be earlier than the termination date set out in Article 1) year period unless prior to . Immediately after Tenant’s occupancy of the giving Premises the Landlord and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the square footage of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession the Premises, and delivery of such Offer Space to Tenantthe Premises in the condition required by this Lease Agreement.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of Premises on the holding over or retention Delivery Date with the mechanical, electrical and HVAC systems serving the Premises (the “Building Systems”) in good condition (herein, the “Delivery Condition”. No delay in delivery of possession of any tenant the Premises shall operate to extend the term of this Lease or occupant amend Tenant’s obligations under this Lease; provided, however, that the Rent Commencement Date shall be delayed day for day for each day after the Delivery Date that Landlord does not deliver the Premises to Tenant. In the event that as of the Offer Space Delivery Date (i) Landlord shall the Building Systems are not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of in the Offer Space, Delivery Condition and (ii) Tenant delivers to Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession written notice of the Offer Space within existence of the item or items not in the Delivery Condition (the “Delivery Condition Notice”) by the date which is ninety (90) days after the anticipated availability date as stated by Delivery Date (the “Delivery Condition Outside Date”), then Landlord in the Offer Notice shall, at ▇▇▇▇▇▇▇▇’s sole cost and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space expense which expense shall not be affected thereby except included in Additional Rental or otherwise chargeable to Tenant, do that which is necessary to put the term applicable components of the lease with respect Building Systems described in the Delivery Notice into the Delivery Condition within thirty (30) days after Landlord’s receipt of the Delivery Notice; provided, however, that to the Offer Space extent any such failure in the Delivery Condition is caused by the Tenant Improvements to be constructed in the Premises pursuant to Exhibit C, then Tenant shall not commence until perform such work at Tenant’s sole cost and expense. If Tenant fails to deliver the Delivery Condition Notice to Landlord on or prior to the Delivery Condition Outside Date, Landlord shall deliver vacant possession of have no obligation to perform the Offer Space to Tenant. The terms set forth work described in the preceding foregoing provisions of this Section 37.5 3(a); provided that Landlord shall remain responsible for making all alterations and improvements which are intended Landlord's responsibility to constitute “an express provision make pursuant to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement13(a) below. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or occupy the Premises during the period from the Delivery Date until the day before the date Lease Commencement Date (the “Beneficial Occupancy Period”), provided that (i) Tenant has accepted the Premises and shall have confirmed same in a writing delivered to Landlord, and (ii) all of the terms and conditions of this Lease shall apply, including, without limitation, ▇▇▇▇▇▇'s obligation to pay to Landlord all sums and charges required to be paid by Tenant under this Lease, including Tenant’s payment of all Additional Rental from and after the Additional Rental Commencement Date pursuant to Section 4(a) below, as though the Rent Commencement Date had occurred (although the Rent Commencement Date shall not actually occur until the occurrence of the same pursuant to the terms set forth in the Basic Lease Information) upon such occupancy of any portion of the Premises by Tenant; provided however, during such Beneficial Occupancy Period, Tenant shall not be obligated to pay Base Rental until the Rent Commencement Date actually occurs. (c) Except as set forth herein, ▇▇▇▇▇▇ acknowledges and agrees that it has inspected the Premises and agrees to accept the same on the Delivery Date, “AS IS” and “WITH ALL FAULTS”. TENANT ACKNOWLEDGES THAT LANDLORD HAS NOT MADE, AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTIES TO TENANT WITH RESPECT TO THE QUALITY OF CONSTRUCTION OF ANY LEASEHOLD IMPROVEMENTS OR TENANT FINISH WITHIN THE PREMISES OR AS TO THE CONDITION OF THEPREMISES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) LANDLORD’S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR (xvi) COMPLIANCE OF THE PREMISES WITH ANY REGULATIONS OR EASEMENT AGREEMENTS; AND ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE PREMISES IS OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE PREMISES HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE PREMISES OF ANY NATURE, WHETHER LATENT OR PATENT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS SECTION 3(c) HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. TENANT’S OBLIGATION TO PAY RENT UNDER THIS LEASE IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES. (d) Tenant shall, at Tenant’s sole cost and expense, promptly comply with all laws, ordinances, codes, rules, regulations, orders and other requirements of any government or public authority now in force or which may hereafter be in force, with all requirements of any board of fire underwriters or similar body now or hereafter constituted, and with all directions, temporary and permanent certificates of occupancy and other relevant rules and regulations of interpretations thereof issued pursuant to any law by any governmental agency or officer, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, “Laws”), insofar as any of the foregoing relate to or are required by the condition, use or occupancy of the Premises or the operation, use or maintenance of any personal property, trade fixtures, machinery, equipment or improvements in the Premises. The judgment of any court of competent jurisdiction or the admission of either party in any judicial action, regardless of whether the other party is a party thereto, that such party has violated any of the foregoing Laws shall be thirty (30) days after the end conclusive of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter that fact as between Landlord shall have delivered vacant possession of such Offer Space to and Tenant.

Possession. (a) If Prior to the occurrence of a Trigger Event, Tenant exercises its shall not be permitted to occupy or possess the Premises. Upon the occurrence of a Trigger Event, Tenant shall have the exclusive right to lease occupy and possess the Offer Space Premises, subject to the terms and Landlord is unable conditions contained herein, without further notice to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering Landlord; provided, however that such right shall be deemed effectively exercised only if Tenant takes actual physical possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space Premises within ninety (90) days after such Trigger Event, and only if Tenant is not in material default of the anticipated availability Transportation Contract at the time of such exercise. The date as stated by Landlord that Tenant takes possession of the Premises pursuant to this Paragraph 3.2 is the "ELECTION DATE." Tenant shall not, without the prior written consent of Landlord, be permitted to install fixtures and equipment in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and Premises; provided that Tenant shall at all times be permitted (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space but shall not be affected thereby required, except that to the term extent required by law or by other express provisions of this Lease) to repair or replace any existing fixtures or equipment located in the Premises as of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant time of Tenant's possession of the Offer Space Premises without Landlord's consent; and further provided that Tenant shall be permitted (but shall not be required, except to Tenant. The terms the extent required by law or by other express provisions of this Lease) to install fixtures and equipment in the Premises that may be reasonably required for the purposes of the parties set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision Transportation Contract. Any work done by Tenant shall be done in such a manner as will not interfere with the Landlord's remaining property or business operations adjacent to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5Premises, if and Landlord shall have failed no liability or responsibility for loss of, or any damage to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant fixtures, equipment or other occupant property or for any other reason, then work of Tenant shall have so installed or placed on the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantPremises.

Possession. (a) If Tenant exercises its right Possession of the Leased Premises or Subleased Space, as applicable, shall be delivered to lease the Offer Space and Landlord is unable to deliver possession Applicable BURLINGTON Entity on the date for such Leased Premises set forth on Exhibit T hereto (each a “Possession Date”) free of all tenancies and occupants (other than as listed on Exhibit B-1 hereof) in broom clean condition, with all personal property and trade fixtures removed, and otherwise in substantially the same or better condition than it was on June 1, 2007, reasonable wear and tear excepted. In addition, as to any Lease where VCDS or SSC is obligated to perform any work to prepare the Leased Premises, for occupancy by Tenant, as set forth in Exhibit U hereof (“Landlord’s Work”), the Offer Notice as Landlord’s Work shall have been substantially completed by the date on which Landlord anticipates delivering respective Possession Date. On the applicable Possession Date, the Applicable BURLINGTON Entity shall take possession of the Offer Space to Tenant by reason of the holding over each respective Leased Premises or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Subleased Space, (ii) Landlord as applicable, and shall use commercially accept each Leased Premises or Subleased Space, as applicable, in such condition or better than it was on June 1, 2007, reasonable efforts to obtain wear and deliver to tear excepted. In the event the applicable VCDS Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed fails to deliver possession of such Offer Space any Leased Premises or Subleased Space, as applicable, to BURLINGTON on or before the date which is one (1) year after the anticipated Offer Space Commencement applicable Possession Date set forth in the Offer Notice condition provided in this Section 9.4, all personal property within the Leased Premises or Subleased Space, as applicable, except that owned by reason a sublessee then in possession of a portion of the holding over Leased Premises or retention of possession of any tenant or other occupant or for any other reasonSubleased Space, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that as applicable, shall be thirty (30) days after deemed abandoned, and the end Applicable BURLINGTON Entity may retain, sell or otherwise dispose of the aforesaid one (1) year period unless prior same at its sole discretion, and VCDS shall pay to BURLINGTON an amount equal to the giving of such notice out-of-pocket costs and expenses incurred by the Applicable BURLINGTON Entity in placing the Leased Premises or Subleased Space, as applicable, in the condition required by this Section 9.4 (the “Cure Amount”) within ten (10) days thereafter Landlord shall have delivered vacant possession of an invoice therefor to pay BURLINGTON for such Offer Space to Tenantcosts.

Possession. (a) Taking possession by Lessee shall be conclusive evidence as against Lessee that the premises were in good order and satisfactory condition when Lessee took possession. No representation respecting the condition of the premises or the Building has been made by Lessor to Lessee unless contained herein; and no promise of Lessor to prepare, alter, or improve the premises for Lessee's use and occupancy shall be binding upon Lessor unless contained herein or in Lessor's Work Letter, which Work Letter, if any, has been signed by Lessor and Lessee and is attached hereto and made a part hereof. If Tenant exercises its right Lessor is required to lease perform any space preparation work in the Offer Space premises pursuant to a Work Letter, Lessee's obligation to pay the rent reserved hereunder shall commence upon the date that Lessor has substantially completed the work specified therein and Landlord has so notified Lessee, in writing, or if Lessor's space preparation work has been delayed due to an act or omission of Lessee, then at such earlier dare as the work would have been completed but for such act or omission. If such date shall be other than the first day of a calendar month, the rent for such month shall be prorated on a per-diem basis. If, with Lessor's consent, Lessee is allowed to occupy or enter the premises prior to the date of the commencement of the term of this Lease, then all provisions hereof shall be in full force and effect as soon as Lessee occupies the premises, and Lessee shall immediately commence paying rent on a per-diem basis to the date of commencement of the term. If Lessor shall be unable to deliver possession of the premises on the date of the commencement of the term hereby created because of the holding over of any tenant, or tenants, or for any other cause beyond Lessor's reasonable control, then the payment of rent shall not commence until the date possession of the premises is delivered to Lessee. Lessee agrees to accept such allowance and abatement of rent as liquidated damages, in full satisfaction for the failure of Lessor to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space commencement of the term, and to Tenant the exclusion of all claims and rights which Lessee might otherwise have by reason of the holding over or retention delivery of possession not being made on that date. Failure to deliver possession on the date of any tenant or occupant commencement of the Offer Space (i) Landlord term shall not, in any event, extend or be deemed to extend, the term of this Lease. Unfinished extra work, if any, undertaken by Lessor for Lessee shall not be considered in determining the date of delivery of possession to Lessee. This Lease does not grant any possessory or other rights to light or air over property except over public streets kept open by public authority, and Lessor shall not be liable to Tenant Lessee for any failure by a then existing tenant expense, injury, loss, or occupant to vacate any of the Offer Spacedamages resulting from work done in or upon, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over use of, any adjacent or retention of possession of any tenant nearby building, land, street, or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantalley.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date Except as otherwise expressly set forth herein, in no event shall Landlord be obligated to incur any fee, cost, expense or obligation, nor to prosecute any legal action or proceeding, in connection with the Offer Notice as the date on which Landlord anticipates delivering possession delivery of the Offer any Expansion Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord nor shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this the Lease with respect to the Premises or the Expansion Space in question be affected thereby, except that if the prior tenant or occupant holds over in any Expansion Space beyond 45 days, Landlord shall at its expense commence and the Offer Space diligently prosecute appropriate proceedings to recover vacant possession of such Expansion Space. Except as otherwise expressly set forth herein, Landlord shall not be affected thereby except subject to any liability and this Lease shall not be impaired if Landlord shall be unable to deliver possession of any Expansion Space to Tenant on any particular date. Tenant hereby waives any right to rescind the Lease under the provisions of Section 223-a of the Real Property Law of the State of New York, and agrees that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 5(e) are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a of a. Landlord agrees that it shall not waive any rights it may have against any person or entity holding over in the New York Real Property Law or Expansion Space, without any successor Requirement. (b) Notwithstanding anything obligation to the contrary contained in this Section 37.5, if enforce any such rights. If Landlord shall have failed fails to deliver vacant possession of such Offer any Expansion Space on or before in accordance with the terms hereof prior to 9 months after the date which is one (1) year after the anticipated Offer Expansion Space Commencement Date (as set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonapplicable Expansion Space Notice) (an “Outside Expansion Space Delivery Date”), then Tenant shall have the right at any time thereafter in respect of such Expansion Space, as its sole and exclusive remedy therefor (subject to withdraw its Acceptance Notice Landlord’s obligation to re-offer such space to Tenant as detailed below), to cancel the Lease in respect of such Expansion Space by written giving notice thereof given on or before of cancellation to Landlord. If Tenant timely delivers the date that aforesaid cancellation notice, the Lease in respect of such Expansion Space shall be thirty (30) terminate 30 days after the end of the aforesaid one (1) year period unless prior to the giving date of such notice or within ten (10) days thereafter notice, unless Landlord shall have delivered delivers vacant possession of such Offer Expansion Space in the condition required by the Lease within 30 days after Tenant gives such cancellation notice (or, if Landlord obtains possession of such Expansion Space within the 30-day period after Tenant gives such cancellation notice, within 30 days after Landlord obtains possession of such Expansion Space), in which case Tenant’s cancellation notice shall be void and the Lease in respect of such Expansion Space shall continue in full force and effect. If Tenant shall terminate the Lease in respect of any Expansion Space as provided above and Landlord subsequently obtains possession of the applicable Expansion Space, Landlord shall promptly offer in writing the applicable Expansion Space to TenantTenant and Tenant shall have 30 days (or 15 days, if Landlord obtains possession of such Expansion Space within 90 days after Tenant gives such cancellation notice) within which to exercise the Expansion Option in respect of such Expansion Space upon the same terms applicable to its initial exercise of the Expansion Option applicable to such Expansion Space.

Possession. (a) Landlord shall construct the improvements to the Leased Premises as set forth on the Addendum attached hereto. If the Leased Premises are not available or ready for occupancy on or before the commencement date hereinabove set forth and if such unavailability or unreadiness is not occasioned or caused by Tenant exercises its right (such as Tenant's failure promptly to lease approve plans, make material or color selections, make improvements to the Offer Space Leased Premises which are to be made by Tenant, or make other decisions or take other actions necessary to the preparation of the Leased Premises for occupancy), then the term of this Lease shall commence on (a) the 15th day of the month in which Landlord provides notice to Tenant on or before the 5th day of such month that Substantial Completion has been obtained as to the Leased Premises, or (b) the 1st day of the month next following delivery of a notice to Tenant on or after the 6th day of a month that Substantial Completion has been obtained as to the Leased Premises; provided, however, that if the Substantial Completion is delayed for more than sixty (60) days beyond the anticipated commencement date of January 1, 1996 by reason of events within the control of Landlord and not occasioned or caused by Tenant, then Tenant shall be entitled to one (1) day of free rent for each and every day of delay beyond the sixty (60) day period. If the day upon which the term of this Lease commences shall fall on a day other than the first day of a calendar month, then the term of this Lease shall run for the unexpired portion of such calendar month plus seven (7) years beginning with the first day of the calendar month next ensuing; and Tenant shall pay rent as herein established on a pro rata basis for the portion of month from the date of commencement of the term to the first of the month immediately succeeding. If the Leased Premises are not Substantially Complete and ready for occupancy on or before September 1, 1996, and if such delay is expressly not occasioned or caused by Tenant, then Tenant may terminate this Lease upon written notice to Landlord and each party will thereafter be relieved of any further obligation or liability to the other hereunder. (b) In the event that, pursuant to the provisions of this paragraph, the dates of commencement and termination of this Lease shall be other than the dates set forth in paragraph 3 hereof, promptly after the dates of commencement and termination are determined, Landlord and Tenant agree to execute a memorandum certifying said dates. (c) If Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering give possession of the Offer Space Leased Premises on the commencement date by reason of the fact that the Leased Premises are located in a building being constructed which has not been sufficiently completed to Tenant make the Leased Premises ready for occupancy or by reason of the fact that a certificate of occupancy has not been procured or by reason of the holding over or retention of possession of any tenant or occupant occupant, or if repairs, improvements or decorations of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant Leased Premises or occupant to vacate any of the Offer Spacebuilding of which said Leased Premises form a part are not completed, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant Landlord shall have not be subject to any liability for the right failure to withdraw its Acceptance Notice by written notice thereof given give possession on said date except as provided in subparagraph 4(a) above. (d) Landlord's approval of any plans, specifications or before work drawings shall create no responsibility or liability on the date that shall be thirty (30) days after the end part of the aforesaid one Landlord for their completeness, design sufficiency or compliance with all laws, rules and regulations of governmental agencies or authorities. (1e) year period unless If by mutual consent of the parties Tenant enters into possession of the Leased Premises or occupies premises other than the Leased Premises prior to the giving commencement date, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and agreements of this lease except as to the covenant to pay rent for such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantprior period.

Possession. The obligations of Landlord and Tenant with respect to the initial leasehold improvements to the Demised Premises are set forth in EXHIBIT "D" attached hereto and by this reference made a part hereof. Taking of possession of the Demised Premises by Tenant shall be conclusive evidence that: (a) If Landlord's construction obligations with respect to the Demised Premises have been completed in accordance with the Plans and Specifications and that the Demised Premises, to the extent of Landlord's construction obligations with respect thereto, are in good and satisfactory condition; and (b) the Project is in good and satisfactory condition and is accepted by Tenant exercises its right to lease as suitable for the Offer Space and Landlord is unable to deliver purposes for which the Demised Premises are leased. The taking of possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession by Tenant of any portion of the Offer Space to Tenant by reason Demised Premises shall not be deemed as a waiver of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) any Punch List Item or warranty work that Landlord shall not be liable is required to Tenant for provide or perform, or (ii) any failure by a then existing tenant above-ceiling or occupant to vacate any other latent defect, as of the Offer Spacedate of Substantial Completion not readily visible during a walk-through inspection of the Demised Premises, and as to which Tenant shall have given Landlord written notice within eleven (11) months after the date of Substantial Completion, all of which items described in (i) and (ii) Landlord shall use commercially reasonable efforts be obligated to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect promptly repair to the Premises and extent the Offer Space condition requiring repair shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to caused by Tenant, its agents, contractors or employees. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5herein, if the Delivery Date shall not be deemed to have occurred unless and until Landlord shall have failed delivered the Demised Premises to deliver possession Tenant (a) with Landlord's work contemplated by EXHIBITS "D", "D-1" and "D-2" being substantially complete (subject only to minor punchlist items that will not impair Tenant's use and enjoyment of the Demised Premises and which are capable of being completed on a reasonably prompt basis after the Delivery Date (the "Punchlist Items"), (b) with all of such Offer Space on or before work being in compliance with all applicable laws, codes, regulations and ordinances, and (c) with all systems serving the date which is one (1) year after Demised Premises being operational and in good condition. Landlord covenants and agrees to use all reasonable efforts to complete the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be Punchlist Items within thirty (30) days after the end Delivery Date, and Landlord covenants and agrees to complete the Punchlist items (other than the installation of the aforesaid one long lead time items that cannot be delivered within such period) within sixty (1) year period unless prior to the giving of such notice or within ten (1060) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantafter the Delivery Date.

Possession. If Landlord shall be unable to tender possession of the Demised Premises on the Commencement Date set forth in Section 1.2 by reason of: (a) If Tenant exercises its right the fact that the Demised Premises are located in a building being constructed and which has not been sufficiently completed to lease make the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of Demised Premises ready for occupancy; (b) the holding over or retention of possession of any tenant or occupant occupant; (c) the Construction Improvements have not been substantially completed due to delays by Landlord; or (d) for any other reason beyond the control of the Offer Space (i) Landlord, Landlord shall not be liable subject to Tenant any liability for any the failure by a then existing tenant or occupant to vacate any of tender possession on said date. Under such circumstances the Offer Space, (ii) Landlord shall use commercially reasonable efforts Base Annual Rent and Additional Rent reserved and covenanted to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space paid herein shall not commence until Landlord shall deliver vacant possession of the Offer Space Demised Premises is tendered to Tenant. The terms No such failure to tender possession on the Commencement Date set forth in Section 1.2 shall in any other respect affect the preceding provisions validity of this Lease or the obligations of Tenant hereunder, nor shall same be construed to extend the termination date of this Lease set forth in Section 37.5 are intended to constitute “an express provision to 1.2. In the contrary” event the actual Commencement Date does not occur within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasondate this Lease is fully executed and delivered by Landlord and Tenant, then Tenant Landlord, without further liability to Tenant, shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be terminate this Lease upon thirty (30) days after the end prior written notice to Tenant. If permission is given to Tenant to enter into possession of the aforesaid one (1) year period unless Demised Premises prior to the giving date specified as the Commencement Date, Tenant covenants and agrees that such occupancy shall be deemed to be subject to all of the terms, covenants, conditions and provisions of this Lease, and that Tenant shall be responsible for payment of Base Annual Rent, in advance, at the rate of 1/30th of the base monthly rent set forth in Section 1.3 for each day of such notice or within ten (10) days thereafter Landlord occupancy prior to the Commencement Date, and Additional Rent set forth in Section 1.5 shall have delivered vacant possession begin to accrue on such date of such Offer Space to Tenantpossession.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth The Lessee shall not sublease, or otherwise in the Offer Notice as the date on which Landlord anticipates delivering any manner deliver, relinquish or transfer possession of the Offer Space Airframe or any Engine leased hereunder to Tenant by reason any Person or install any Engine, or permit any Engine to be installed, on any airframe other than the Airframe, during the Term, without the prior consent of the holding over Lessor, which consent may be withheld in its sole discretion, provided, however, that so long as (A) only in the case of clause -------- ------- (x) below, no Specified Default shall have occurred and be continuing, (B) no Event of Default shall have occurred and be continuing, (C) as long as the Indenture is in effect, the action to be taken shall not deprive the Indenture Trustee of the first priority Lien (subject to Permitted Liens) of the Indenture on the Airframe or retention any Engine, (D) all approvals, consents or authorizations required from the Aeronautical Authority in connection with any such sublease or such delivery, transfer or relinquishment of possession of any tenant have been obtained and remain in full force and effect and (E) the Lessee shall continue to comply or occupant cause a Permitted Sublessee to comply with all of the Offer Space requirements of this Lease, the Lessee (or, except in the case of clause (x) below, any Permitted Sublessee) may, without the prior consent of the Lessor: (i) Landlord enter into a charter or wet lease or other similar arrangement under which the Lessee (or such Permitted Sublessee) has operational control of the Airframe and any Engines installed thereon in the ordinary course of the Lessee's business (which shall not be liable to Tenant for any failure by considered a then existing tenant or occupant to vacate any transfer of possession hereunder), provided that (x) the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s Lessee's obligations under this Lease and such Permitted Sublessee's obligations under the relevant Sublease shall continue in full force and effect notwithstanding any such charter or wet lease or other similar arrangement and (y) the transferee's rights shall be expressly subject and subordinate to the rights of the Lessor and the Indenture Trustee under the Operative Agreements; (ii) deliver possession of the Airframe or any Engine or any Part to the manufacturer thereof or to any organization for testing, service, repair, maintenance, overhaul work or other similar purposes or for alterations or modifications or additions required or permitted by the terms of this Lease; (iii) subject the Airframe and any Engines installed thereon to interchange agreements (provided that (w) such interchange agreement is applicable to other similar property owned by or leased to the Lessee and is customary in the airline industry and entered into by the Lessee in the ordinary course of its airline business, (x) any such interchange agreement with respect to the Premises and the Offer Space Airframe shall not be affected thereby except that result in the term Lessee (or a Permitted Sublessee) being out of possession of the lease Airframe for a period of more than two (2) consecutive days at any one time; (y) such interchange agreement is entered into with a Permitted Sublessee; and (z) the party to such interchange agreement is not then subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such interchange agreement is entered into) or any Engine to interchange or pooling agreements or arrangements which are applicable to other similar property owned by or leased to the Lessee (or such Permitted Sublessee) and are customary in the airline industry and entered into by the Lessee (or such Permitted Sublessee) in the ordinary course of its airline business with any Permitted Sublessee, provided, that (A) no such -------- agreement or arrangement shall under any circumstances result in, contemplate or require the transfer of title to the Aircraft, Airframe or any Engine or terminates or impairs the first priority Lien of the Indenture on the Aircraft, Airframe or any Engine and (B) if the Lessor's title to the Airframe or any Engine shall nevertheless be divested or the first priority Lien of the Indenture therein shall be terminated or impaired under or by reason of any such agreement or arrangement (in the case of clause (A) and (B), no such termination or impairment being deemed to arise as a result of the existence of any Permitted Lien), such divestiture shall be deemed to be an Event of Loss with respect to the Offer Space Airframe or such Engine as the case may be and the Lessee shall comply with Section 7(e) hereof in respect thereof; (iv) install an Engine on an airframe owned by the Lessee (or such Permitted Sublessee) free and clear of all Liens except (A) Permitted Liens, (B) those which apply only to the engines (other than the Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the aircraft as an entirety), and (C) those created by the rights of other air carriers under normal interchange or pooling agreements or other arrangements customary in the airline industry which do not contemplate, permit or require the transfer of title to such airframe or engines installed thereon, provided that the first -------- priority Lien of the Indenture on such Engine shall not commence until Landlord be terminated or impaired as a result thereof (no such termination or impairment being deemed to arise as a result of the existence of any Permitted Lien); (v) install an Engine on an airframe, leased to the Lessee (or such Permitted Sublessee) or purchased by the Lessee (or such Permitted Sublessee) subject to a conditional sale or other security agreement, but only if (A) such airframe is free and clear of all Liens, except (i) the rights of the parties to such lease, or any such secured financing arrangement, covering such airframe and (ii) Liens of the type permitted by Section 5(b)(iv) and (B) Lessee (or such Permitted Sublessee) shall deliver vacant have received from the lessor, mortgagee, secured party or conditional seller, in respect of such airframe, a written agreement (which may be a copy of the lease, mortgage, security agreement, conditional sale or other agreement covering such airframe), whereby such Person agrees that it will not acquire or claim any right, title or interest in, or Lien on, such Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to this Lease or is owned by Lessor, provided that the -------- first priority Lien of the Indenture on such Engine shall not be terminated or impaired as a result thereof (no such termination or impairment being deemed to arise as a result of the existence of any Permitted Lien); (vi) install an Engine on an airframe, owned by the Lessee (or such Permitted Sublessee), leased by the Lessee (or such Permitted Sublessee) or purchased by the Lessee (or such Permitted Sublessee) subject to a conditional sale or other security agreement under circumstances where neither clause (iv) nor clause (v) above is applicable, provided that any -------- such installation (so long as the same shall be continuing) shall be deemed an Event of Loss with respect to such Engine and the Lessee shall comply with Section 7(e) hereof; (vii) transfer possession of the Offer Space Airframe or Engine to Tenantthe United States of America or any instrumentality thereof pursuant to the Civil Reserve Air Fleet Program (as established and administered pursuant to Executive Order 11490, as amended, as superseded by United States Executive Order No. The terms set forth 12656) or any similar or substitute program ("CRAF Program"), in which event Lessee (or such Permitted Sublessee) shall promptly notify Lessor and Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program in writing of any such transfer of possession and, in the preceding case of any transfer pursuant to the CRAF Program, in such notification shall identify by name, address and telephone numbers the Contracting Office Representatives of the Military Airlift Command of the United States Air Force to whom notices must be given and to whom requests or claims must be made to the extent applicable under the CRAF Program; (viii) transfer possession of the Airframe or any Engine to the United States of America, or to a foreign government, when required by Applicable Law in the circumstances referred to in clause (iv) or (v) of the definition of an Event of Loss (it being understood that nothing in this clause (viii) shall relieve the Lessee from its obligations under Section 8(a) if such transfer becomes an Event of Loss), in which event Lessee shall promptly notify Lessor and Indenture Trustee in writing of any such transfer of possession; (ix) [Reserved]; (x) subject to the provisions of this Section 37.5 are intended 5(b), enter into a sublease with respect to constitute “an express provision any Engine or the Aircraft or engines then installed on the Airframe to any Permitted Sublessee if (A) Lessee shall provide written notice to Lessor, Owner Participant and Indenture Trustee at least 10 days prior to entering into any such sublease, (B) in any such case, the sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (C) in the event that the sublessee under such sublease is a foreign air carrier or Person based in a country other than the ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ maintains normal diplomatic relations with the country in which such proposed sublessee is principally based at the time such sublease is entered into and (D) in the event that the sublessee under such sublease is a foreign air carrier or Person based in a country other than the United States, prior to the contrary” effectiveness of such sublease Lessor shall have received an opinion (in form and substance reasonably acceptable to Lessor) of counsel to Lessee (reasonably acceptable to Lessor) to the effect that (I) the terms of the proposed sublease will be legal, valid, binding and (subject to customary exceptions) enforceable against the proposed sublessee in the country in which the proposed sublessee is principally based, (II) there exist no possessory rights in favor of the Lessee or the sublessee under such sublease under the laws of such sublessee's country of domicile or any third party, including any government or instrumentality thereof that would, upon bankruptcy or insolvency of or other default by the Lessee and assuming that at such time such sublessee or third party is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with and when permitted by the terms of Section 17(a) upon the exercise by Lessor of its remedies under Section 17(a), (III) the laws of such sublessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of or title to such Engine or the Aircraft in the event of the requisition by such government of such use or title (it being understood that in the event such opinion cannot be given in a form reasonably satisfactory to the Lessor and the Owner Participant, such opinion will be waived if insurance reasonably satisfactory to the Lessor and the Owner Participant is provided to cover such requisition), (IV) the laws of such sublessee's country of domicile would give recognition to Lessor's title to such Engine or the Aircraft, to the Lien of the Indenture Trustee in such Engine or the Aircraft and to the registry of such Engine or the Airframe in the name of Lessor (or Lessee, as "lessee", or the proposed sublessee, as appropriate), (V) all filings, if any, required to be made and necessary actions, if any, have been taken in such jurisdiction in connection with the execution of such sublease in order to protect the first priority security interest (subject to Permitted Liens) of the Indenture Trustee in and to the Aircraft and interest of Lessor and the Indenture Trustee in such Engine or the Aircraft have been made, (VI) it is not necessary for the Owner Participant, Lessor, the Indenture Trustee or the Loan Participant to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (VII) the agreement of such Permitted Sublessee that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Sublessee under Applicable Law of such country, and (VIII) there is no tort liability for owners not in possession of aircraft in such country more onerous than under the laws of the United States or any state thereof (it being agreed that in the event such opinion cannot be given in a form reasonably satisfactory to the Lessor and the Owner Participant, such opinion will be waived if insurance reasonably satisfactory to the Lessor and the Owner Participant is provided to cover the risk of such tort liability); provided that no such sublease shall be made to a -------- Permitted Sublessee of the type described in clause (b) of the definition thereof that is not domiciled in the United States or of the type described in clause (b) of the definition of Permitted Air Carrier or to any tax exempt entity within the meaning of Section 223-a 168(h) of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything Code prior to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one Recovery Period, unless the Lessee prepays on a lump sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease will continue for the full term of such sublease; (1) year period unless the rights of any transferee who receives possession by reason -------- of a transfer permitted by this Section 5(b) (other than by a transfer of an Engine which is deemed an Event of Loss) shall be subject and subordinate to all the terms of this Lease; (2) the Lessee shall remain primarily liable hereunder for the performance of all the terms and conditions of this Lease and all of the terms and conditions of this Lease and the other applicable Operative Agreements shall remain in effect; (3) no sublease or transfer of possession otherwise in compliance with this Section 5(b) shall (A) result in any registration or re- registration of the Aircraft except to the extent permitted by Section 5(e) or the maintenance, operation or use thereof except in compliance with Sections 5(c) and 5(d), (B) permit any action not permitted to the Lessee hereunder, (C) extend beyond the end of the Term (except to the extent that the Lessee shall have irrevocably committed to exercise a purchase option in accordance with the terms hereof) or (D) contain any purchase option exercisable at an earlier date or at a lower price than such date or price, as the case may be, as permitted under Section 13(b) hereof; (4) if any such sublease or transfer of possession shall, in the reasonable opinion of any Participant, result in any risk of adverse tax consequences, the Lessee shall, prior to entering into the same, provide an indemnity satisfactory in form and substance to such Participant against any such adverse tax consequences; (5) the Lessee shall provide evidence reasonably satisfactory to Lessor and Owner Participant that the insurance required by Section 9 remains in effect and for the purpose of Lessor's and Owner Participant's review of such insurance requirements, the Lessee shall, at least five (5) days prior to the giving date of such notice or within ten any sublease permitted under this Section 5(b), provide to Lessor and Owner Participant, forms of the broker's report and insurance certificates required by Section 9(g); (106) days thereafter Landlord all necessary documents shall have delivered vacant possession been duly filed or recorded in applicable public offices and all other necessary action shall be taken as may be required to preserve the title of Lessor to the Airframe and Engines and to preserve and protect the first priority Lien (subject to Permitted Liens) of the Indenture Trustee in the Airframe and the Engines; and (7) Lessee shall reimburse Lessor, Owner Participant, Loan Participant and Indenture Trustee, on an After Tax Basis, for all of their reasonable out-of-pocket costs and expenses (including, without limitation, reasonable counsel fees and disbursements) in connection with any such Offer Space to Tenant.sublease or transfer. In the case of any sublease permitted under this Section 5(b), the Lessee will include in such sublease appropriate provisions which (a) make such sub

Possession. (a) a. If Tenant exercises its right to lease the Offer Space and Landlord is unable to cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to Tenant by reason at the commencement of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord term hereof, this Lease shall not be liable void or voidable, the expiration date of the above term shall be extended, to ten (10) years after the end of the month during which Landlord delivers possession to Tenant for any failure by a then existing tenant or occupant to vacate any of and all rent shall be abated during the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of period between the Offer Space within ninety (90) days after the anticipated availability commencement date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until time when Landlord shall deliver vacant possession of the Offer Space to Tenantdelivers possession. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this section 4(a), in the event that Landlord has not delivered possession of the Premises to Tenant, for any reason whatsoever, on or prior to sixty (60) days after the commencement date set forth in Section 37.53(a) above, if then Tenant may terminate this Lease upon written notice to Landlord and neither party shall thereafter have failed any obligations or liability under this Lease. Nothing in the contrary shall relieve Landlord of its obligation to use its best efforts to complete the Tenant Improvements and to deliver possession of such Offer Space the Premises to Tenant on or before the commencement date which is one (1) year after the anticipated Offer Space Commencement Date set forth in Section 3(a) above. In the Offer Notice by reason of event that this Lease is terminated pursuant to this Section 4(a), Landlord shall promptly return to Tenant the holding over or retention of possession of any tenant or other occupant or for any other reason, then first month's rent and security deposit prepaid pursuant to Section 5(a) below. b. In the event that Landlord shall permit Tenant shall have to occupy the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless Premises prior to the giving commencement date of the term, such notice or within ten (10) days thereafter occupancy shall be subject to all the provisions of the Lease. Said early possession shall not advance the termination date herein above provided. Notwithstanding the foregoing, in the event that Landlord permits Tenant to enter the Premises prior to completion of the Tenant Improvements solely for the purposes of performing Tenant's pre-opening activities, Tenant shall have delivered vacant possession of not be obligated to pay Rent while Tenant is performing such Offer Space to Tenantpre-opening activities.

Possession. (a) If The obligations of Landlord and Tenant exercises its right with respect to lease the Offer Space and Landlord is unable initial leasehold improvements to deliver possession on the date Premises are set forth in the Offer Notice Work Letter attached hereto as the date on which Landlord anticipates delivering Exhibit "B" ("Work Letter"). By taking possession of the Offer Space ----------- Premises, Tenant shall be deemed conclusively to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in establish that Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s 's construction obligations under this Lease with respect to the Premises have been completed in accordance with the plans and specifications therefor and that the Offer Space Premises, to the extent of Landlord's construction obligations with respect thereto, are in good and satisfactory condition, subject only to completion of any incomplete or corrective items specified in a "Punchlist" approved by Landlord and Tenant. This provision shall not be affected thereby except that the term of the lease prevent or limit Tenant's rights or remedies with respect to latent defects discovered in the Offer Space shall not commence until Landlord shall deliver vacant possession work of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision improvements completed by Landlord pursuant to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementWork Letter. (b) Subject to Section 3(c) below, Tenant shall, at Tenant's sole cost and expense, promptly comply with all laws, ordinances, rules, regulations, orders and other requirements of any government or public authority now in force or which may hereafter be in force, with all requirements of any board of fire underwriters or similar body now or hereafter constituted, and with all directions and certificates of occupancy issued pursuant to any law by any governmental agency or officer (collectively "Requirements"), insofar as any of the foregoing relate to or are required by the condition, use or occupancy of the Premises or the operation, use or maintenance of any personal property, trade fixtures, machinery, equipment or improvements in the Premises. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Tenant has violated any of the foregoing laws, ordinances, etc., shall be conclusive of that fact as between Landlord and Tenant. (c) Notwithstanding anything to the contrary contained in this Section 37.53(b) above, if Landlord shall have failed be solely responsible for complying with all Requirements which necessitate the making of any improvements to deliver possession the Premises which are capital in nature and the cost of which would be capitalized under generally accepted accounting principals consistently applied ("GAAP") and such costs shall not be charged to Tenant as Additional Rental hereunder; provided, however, that if the necessity for making such improvements is triggered by Tenant's specific use of the Premises, then Landlord shall charge the costs of such Offer Space on or before improvements to Tenant as Additional Rental in accordance with the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason last sentence of the holding over or retention first paragraph of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantSection 7.

Possession. (a) If Tenant exercises its right A. Except as otherwise provided and subject to lease the Offer Space and provisions of Article 5 B below, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, delay by the City in approving the Plans or issuing a building permit or any other cause beyond Landlord’s reasonable control, or time required for construction delays due to labor or material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which possession of the Premises is one (1) year after delivered to the anticipated Offer Space Commencement Date set forth Tenant. The rentals herein reserved shall commence on the first day of the Term, provided, however, in the Offer Notice event of any occupancy by reason Tenant prior to the beginning of the holding over or retention Term, such occupancy shall in all respects be the same as that of possession a tenant under this Lease Agreement, and the rental shall commence as of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant’s failure to agree to the Plans, changes in or additions to the Plans or the Tenant Improvements made at the request of Tenant or any other delay caused by a party employed by or the agent of Tenant, or by Tenant’s failure to pay for the costs of the Tenant Improvements in excess of the T. I. Allowance, then in such case the rental shall be accelerated by the number of days of such delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlord shall have no responsibility or liability for loss or damage to fixtures, facilities or equipment installed or left on the Premises. By occupying the Premises as a Tenant, or to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease Agreement, except items which are not in compliance with the Plans and for which Tenant has given Landlord a written “punch list” within thirty (30) days after the end of Tenant’s first occupancy of the aforesaid one Premises. Should the commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other than the first day of a calendar month, then in that event solely for the purposes of computing the Term of this Lease Agreement, the commencement date of the Term shall become and be the first day of the first full calendar month following the date when Tenant’s rental obligation commences, or the first day of the first full calendar month following the commencement date set out in Article 1 (if such is other than the first date of a calendar month), whichever date is later, and the termination date shall be adjusted accordingly; provided however, that the termination date shall be the last day of a calendar month, which date shall in no event be earlier than the termination date set out in Article 1. Immediately after Tenant’s occupancy of the Premises the Landlord and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the rentable square footage of the Premises, delivery of the Premises in the condition required by this Lease Agreement and the respective amounts of the Improvement Costs, Excess Improvement Costs, Letter of Credit, Unfurnished Allowance and Contingent Annual Payment. B. It is acknowledged by the parties that Suite 1100 of the Premises is currently occupied by a tenant required to vacate said Suite 1100 no later than November 4, 2007 and Suites 50 and 100 of the Premises are both currently vacant. Notwithstanding anything in Article 5 A above to the contrary, in the event Tenant desires to lease S▇▇▇▇ ▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇▇▇ (but not Suite 1100) year period unless prior to the giving scheduled commencement date of the Term of January 1, 2008, Tenant shall so notify Landlord in writing (hereafter “Tenant’s Early Lease Notice”) specifying therein the Suite(s) (Suite 50 and/or Suite 100) Tenant desires to lease early (hereafter each an “Early Lease Suite”). Following such Tenant’s Early Lease Notice for an Early Lease Suite, Landlord shall cause the Architect to prepare Plans for the Tenant Improvements to be made to such Early Lease Suite and upon approval of such notice or within ten (10) days thereafter Plans by the parties, Landlord shall have delivered vacant construct the Tenant Improvements to such Early Lease Suite in accordance with the provisions of Article 4 above. Upon delivery of possession of such Offer Space Early Lease Suite by Landlord to TenantTenant with the Tenant Improvements thereto substantially completed, the Term of this Lease Agreement shall commence as to such Early Lease Suite and Tenant shall begin paying for such Early Lease Suite, Minimum Rental as set forth in Article 3 above and as to Suite 100, Additional Rental under Article 6 of this Lease Agreement for Real Estate Taxes and Operating Expenses based on the 6,989 rentable square feet comprising said Suite 100. Notwithstanding anything herein to the contrary, the lease of an Early Lease Suite by Tenant in accordance with the foregoing provisions of this Article 5 B prior to the commencement date of the Term of this Lease Agreement for the remainder of the Premises, shall not affect the expiration date of the Term of this Lease Agreement, which expiration date shall continue to apply to all of the Premises being leased under this Lease Agreement and be the last day of the sixtieth (60th) full calendar month following the date the Term of this Lease Agreement has commenced as to all of the Premises.

Possession. Tenant has inspected the Expansion Space and agrees to accept the same "as is" without any agreements, representations, understandings or obligations an the part of Landlord to perform any alterations, repairs or improvements except as expressly provided in any separate agreement that may be signed by the parties in connection herewith. Any construction, alterations or improvements made to the Expansion Space by Tenant shall be subject to Landlord's prior written approval including without limitation, approval of the plans, specifications, contractors and subcontractors therefor, and all applicable terms and conditions of the Lease relating to construction, alterations or improvements of the Premises, and such other reasonable requirements or conditions as Landlord may impose. During any period that Tenant shall be permitted to enter the Expansion Space prior to the Commencement date other than to occupy the same (a) e.g., to perform alterations or improvements), Tenant shall comply with all terms and provisions of the Lease, except those provisions requiring payment of Expansion Space Rent. If Tenant exercises its right shall be permitted to lease enter the Offer Expansion Space prior to the Commencement Date for the purpose of occupying the same, Expansion Space Rent shall commence on such date; if Tenant shall commence occupying only a portion of the Expansion Space prior to the commencement Date, such rent and Landlord is unable to deliver possession charges shall be prorated based on the date set forth in number of rentable square fee occupied by Tenant. The Commencement Date shall be delayed and Expansion Space Rent shall be abated to the Offer Notice as the date on which extent that Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space fails: (i) to substantially complete any improvements to the Expansion Space required to be performed by Landlord shall not be liable to Tenant for under any failure separate agreement signed by a then existing tenant both parties in connection herewith, or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer the Expansion Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then including but not limited to holding over by prior occupants, except to the extent that Tenant, its contractors, agents or employees in any way contribute to either such failures. If Landlord so fails for a ninety (90) day initial grace period, or such additional time as may be necessary due to strikes, acts of God, shortages of labor or materials, governmental requirements, acts or omissions of Tenant, its contractors, agents or employees, or other causes beyond Landlord's reasonable control, Tenant shall have the right to withdraw its Acceptance Notice terminate this Tenant Expansion Agreement by written notice thereof given on or before to Landlord any time hereafter up until Landlord substantially completes any such improvements and delivers the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Expansion Space to Tenant. Any such delay in the Commencement Date shall not subject Landlord to any liability for any loss or damage resulting therefrom, and Tenant's sole remedy with respect thereto shall be the abatement of Expansion Space Rent and right to terminate this Agreement described above. Upon any such termination, landlord and Tenant shall be entirely relieved of their obligations hereunder and any Additional Security Deposit and Expansion Space Rent payments shall be returned to Tenant. If the Commencement Date is delayed, the Expiration Date under the Lease shall not be similarly extended, unless the parties expressly agree in writing.

Possession. (a) If A. Tenant exercises its right to lease agrees that in the Offer Space and event of the inability of Landlord is unable to deliver possession of the Premises to Tenant on the date set forth in above anticipated for the Offer Notice as the date on which Landlord anticipates delivering possession commencement of the Offer Space to Tenant by reason term of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord this Lease, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate damage resulting therefrom, but in such event Tenant shall not be liable for any rent until such time as Landlord tenders delivery of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space Premises to Tenant with Landlord’s work therein if any, substantially completed. Should Landlord tender possession of the Premises to Tenant prior to the date specified for commencement of the term hereof, and Tenant elects to accept such prior tender, such prior occupancy shall be subject to all of the terms, covenants and conditions of this Lease, including the payment of Base Rent and Additional Rent. Notwithstanding the above, if Landlord does not deliver possession within ninety six (906) months of the Anticipated Commencement Date Tenant can elect to terminate this lease by giving written notice to Landlord within five (5) days after said date, in which case the anticipated availability date as stated lease shall be terminated. Delays caused by Landlord in acts of God, governmental actions, labor disputes and war, however, shall extend such period by the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant number of days of such Offer Space delay. B. Inasmuch as Tenant is taking the Premises “as is,” such state including all existing personal property and (iii) Tenant’s obligations under fixtures, Landlord shall not be required to perform any work or improvement and possession of the Premises shall be deemed tendered and the term of this Lease with respect shall commence when Landlord delivers access to the Premises so that Tenant’s work can proceed without interference in accordance with plans and specifications for the Offer Space Premises by Tenant to commence its interior finish work. All sums due under this lease and defined as Additional Rent in Paragraph 3(D) shall not be affected thereby except that commence on the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementRent Commencement Date. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. If Landlord shall be unable to tender possession of the Demised Premises on the Commencement Date set forth in Section 1.2 by reason of: (a) If Tenant exercises its right the fact that the Demised Premises are located in a building being constructed and which has not been sufficiently completed to lease make the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of Demised Premises ready for occupancy; (b) the holding over or retention of possession of any tenant or occupant occupant; (c) the Construction Improvements have not been substantially completed; or (d) for any other reason beyond the control of the Offer Space (i) Landlord, Landlord shall not be liable subject to Tenant any liability for any the failure by a then existing tenant or occupant to vacate any of tender possession on said date. No such failure to tender possession on the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms Commencement Date set forth in Section 1.2 shall in any other respect affect the preceding provisions validity of this Lease or the obligations of Tenant hereunder, nor shall same be construed to extend the termination date of this Lease set forth in Section 37.5 are intended to constitute “an express provision to 1.2. In the contrary” event the actual Commencement Date does not occur within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasondate this Lease is fully executed and delivered by Landlord and Tenant, then Tenant Landlord, without further liability to Tenant, shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be terminate this Lease upon thirty (30) days after the end prior written notice to Tenant. If permission is given to Tenant to enter into possession of the aforesaid one (1) year period unless Demised Premises prior to the giving date specified as the Commencement Date, Tenant covenants and agrees that such occupancy shall be deemed to be subject to all of the terms, covenants, conditions and provisions of this Lease, and that Tenant shall be responsible for payment of Base Annual Rent, in advance, at the rate of 1/30th of the base monthly rent set forth in Section 1.3 for each day of such notice or within ten occupancy prior to the Commencement Date, and Additional Rent set forth in Section 1.5 shall begin to accrue on such date of possession. Within fifteen (1015) days thereafter Landlord after the Commencement Date, Tenant shall have delivered vacant possession execute the Certificate of such Offer Space to TenantCommencement in the form attached as Exhibit D hereto.

Possession. (6.1 Before possession is offered the Seller shall make timely and necessary application(s) to the concerned authorities and/or bodies and shall: a) If Tenant exercises its right Obtain completion certificate from the Architect of the Block certifying that the Unit is fit for occupancy and for taking possession. b) Apply for Occupancy Certificate from the Howrah Municipal Corporation. c) Obtain water, drainage, sewerage, electric and other essential services to lease the Offer Space Said Unit. 6.2 It is however agreed by and Landlord is unable between the parties hereto, that the Seller shall not be responsible or accountable or to deliver be held liable for any delay in approving and/or processing of above mentioned application(s) by the concerned authorities and such delays shall not form part of (or included in) the time limit set out in Clause 5.1. 6.3 The Purchaser shall unless he/she/they/it takes possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering earlier be deemed to have taken possession of the Offer Space Said Unit upon expiry of 15 (Fifteen) days from the date of notice for delivery of possession by the Seller to Tenant by reason the Purchaser, hereinafter called the Date of Possession, irrespective of when the Purchaser takes actual physical possession of the holding over or retention Said Unit. PROVIDED THAT such notice for possession shall be issued by the Seller to the Purchaser after complying with its obligations in terms of this Agreement. 6.4 The Purchaser agrees to take possession of any tenant the Said Unit notwithstanding completion of all Common Areas and/or facilities in all the said Block or occupant the Said Complex. The moment the Unit of the Offer Space (i) Landlord Purchaser shall be habitable for use, the same shall be deemed to have been ready for possession irrespective of whether all the Common Areas and/or facilities and/or erection of other Blocks are complete or not. 6.5 At the request of the Purchaser, the Seller may at its option and subject to such conditions as it may deem fit, allow the Purchaser to have temporary access to the Said Unit for interiors and furniture works at its own costs PROVIDED THAT the Purchaser has made full payment of the Sale Price, Extras and Deposits and has also completed the registration of the Said Unit. The Purchaser shall complete the interiors and furniture works without disturbing or causing inconvenience to the Seller or purchasers / occupants of other Units and without making any change in the structure and construction of the Said Unit. During such period the Seller shall continue to be in possession of the Said Unit and the Purchaser shall only have a revocable and temporary license to have access to the Said Unit for the aforesaid limited purpose and shall not be liable entitled to Tenant for any failure actually occupy, use or enjoy the Said Unit, till possession is given by a then existing tenant or occupant to vacate any the Seller by issuing the notice of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementpossession. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. A. Tenant is currently in possession of a certain "Sublet Area" consisting of a portion of Suite 110 as depicted on Exhibit A-1 attached hereto pursuant to a sublease agreement dated March 8, 1994, (athe "Sublease") If which expires at midnight on July 31, 1996. The parties agree that the Premises hereunder shall consist of the Sublet Area plow the adjacent area (the "Expansion Space") as depicted on Exhibit A-1 attached hereto and which Expansion Space shall be delivered to Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession for occupancy on the commencement date set forth in of this Lease Agreement. The parties agree that after the Offer Notice delivery of the Expansion Space to Tenant as provided for herein, the date on Premises hereunder shall consist of the Sublet Area plus the Expansion Space which together contain approximately 6,826 rentable square feet and which shall hereinafter be refereed to as "Suite 110." B. Except as otherwise provided, Landlord anticipates delivering shall deliver possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Expansion Space on or before the date which is one (1) year after hereinabove specified for commencement of the anticipated Offer Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Expansion Space Commencement Date set forth by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord's control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement with respect to the Expansion Space. The rentals herein reserved with respect to the Expansion Space shall commence on the first day of the Term, provided, however, in the Offer Notice event of any occupancy by reason Tenant prior to the beginning of the holding over or retention Term, such occupancy shall in all respects be the same as that of possession a tenant under this Lease Agreement, and the rental shall commence as of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that Tenant enters into such occupancy of the Expansion Space. Provided further, that if Landlord shall be thirty (30) days after the end delayed in delivery of the aforesaid one (1) year period unless prior Expansion Space to Tenant due to Tenant's failure to agree to the giving Plans or any delay caused by a party employed by or the agent of Tenant, or by Tenant's failure to pay for the costs of the Tenant Improvements requested by Tenant subsequent to approval of the Plans, then in such case the rental shall be accelerated by the number of days of such notice delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. By occupying the Expansion Space as a Tenant, or within ten (10) days thereafter Landlord to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have delivered vacant possession of such Offer accepted the same and to have acknowledged that the Expansion Space to Tenantare in the condition required by this Lease Agreement.

Possession. (a) a. If Tenant exercises its right to lease the Offer Space and Landlord is unable to cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to Tenant by reason at the commencement of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord term hereof, this Lease shall not be liable void or voidable, the expiration date of the above term shall be extended, to three (3) years after the end of the month during which Landlord delivers possession to Tenant for any failure by a then existing tenant or occupant to vacate any of and all rent shall be abated during the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of period between the Offer Space within ninety (90) days after the anticipated availability commencement date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until time when Landlord shall deliver vacant possession of the Offer Space to Tenantdelivers possession. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this section 4(a), in the event that Landlord has not delivered possession of the Premises to Tenant, for any reason whatsoever, on or prior to ninety (90) days after the commencement date set forth in Section 37.53(a) above, if then Tenant may terminate this Lease upon written notice to Landlord and neither party shall thereafter have failed any obligations or liability under this Lease. Nothing in the contrary shall relieve Landlord of its obligation to use its best efforts to complete the Tenant Improvements and to deliver possession of such Offer Space the Premises to Tenant on or before the commencement date which is one (1) year after the anticipated Offer Space Commencement Date set forth in Section 3(a) above. In the Offer Notice by reason of event that this Lease is terminated pursuant to this Section 4(a), Landlord shall promptly return to Tenant the holding over or retention of possession of any tenant or other occupant or for any other reason, then first month's rent and security deposit prepaid pursuant to Section 5(a) below. b. In the event that Landlord shall permit Tenant shall have to occupy the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless Premises prior to the giving commencement date of the term, such notice or within ten (10) days thereafter occupancy shall be subject to all the provisions of the Lease. Said early possession shall not advance the termination date herein above provided. Notwithstanding the foregoing, in the event that Landlord permits Tenant to enter the Premises prior to completion of the Tenant Improvements solely for the purposes of performing Tenant's pre- opening activities, Tenant shall have delivered vacant possession of not be obligated to pay Rent while Tenant is performing such Offer Space to Tenantpre-opening activities.

Possession. (a) Landlord shall deliver possession of the Premises to Tenant, for purposes of commencing the Tenant buildout no later than one hundred twenty (120) days from the date that Tenant waives, by written notice of waiver delivered to Landlord, or allows to lapse all contingencies enumerated in Section 2.2(e) (the “Possession Date”). If possession of the Premises shall for any reason, other than occurrence of a force majeure event, not be delivered to Tenant exercises its right to lease on or before the Offer Space Possession Date, this Lease shall continue in full force and effect, and for every day after the Possession Date that Landlord does not deliver possession, other than as a result of occurrence of a force majeure event, Tenant shall receive one (1) day free Base Rent from the Commencement Date forward until the total number of accumulated days of free Base Rent is unable to exhausted. If Landlord does not deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within before ninety (90) days after the anticipated availability date Possession Date, Tenant may elect, as stated by its sole remedy, to terminate this Lease and the parties shall thereupon be relieved of all further obligations hereunder, except that Landlord shall reimburse Tenant for all reasonable, documented out-of-pocket costs and expenses incurred in connection with this Lease, including preparation and procurement, as the case may be, of all architectural plans, permits, licenses, and the cost of the Liquor License, franchisor-imposed penalties, and Tenant’s attorneys fees related to preparation of this Lease, but in no event shall Landlord be required to reimburse Tenant, in the Offer Notice and in connection therewithaggregate, if appropriate in more than Seventy Five Thousand Dollars ($75,000.00). If Tenant shall take possession of any part of the Premises before the Commencement Date to expedite Tenant’s Work upon written agreement with Landlord, Tenant shall use its best efforts to avoid interfering with or delaying completion of Landlord’s good faith judgmentWork, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to possession shall be governed by the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended Lease, except that Tenant shall not pay Landlord Rent or other charges except for electricity consumed by Tenant at the Premises. Neither the Term nor any other provision of this Lease shall be affected by Tenant’s prior occupancy, which shall occur only with the written permission of the Landlord. Further, there shall be added for each day of delay in providing possession an additional day to constitute “an express provision the term and all rights of Tenant under the Lease shall be correspondingly extended. Notwithstanding anything herein to the contrary, Landlord may, in the exercise of its reasonable discretion, allow Tenant access to the Leased Premises to commence Tenant’s Work prior to the Possession Date, and such simultaneous access to the Leased Premises shall not constitute acceptance of possession by Tenant. As used herein, a “force majeure” event shall be deemed to have occurred if Landlord shall be delayed or hindered in, or prevented from, the performance of any act required hereunder by reason of inability to procure materials, delay caused by Tenant or its agents, failure of power or unavailability of utilities, riots, insurrection, war, terrorism, or acts of God, fire, windstorm, flooding, unusually intense or severe rainfall or accumulations of snowfall, and other reasons of a similar nature not the fault of Landlord or not within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementits control. (b) Notwithstanding anything Except as otherwise provided herein, Tenant’s obligation to pay Rent shall commence on the Commencement Date provided Landlord’s Work is substantially completed at time of delivery of the Premises. Landlord’s Work shall be deemed “substantially complete” upon the earlier of (a) when (i) the Leased Premises have, according to Landlord’s architect, been substantially completed pursuant to the contrary contained in this Section 37.5Plans and Specifications for Landlord’s Work attached hereto as Exhibit C, if Landlord shall have failed to deliver possession but excepting completion of such Offer Space on punchlist or before other items requiring minor adjustment or completion, and (ii) a certificate of occupancy or temporary certificate of occupancy is issued by the local municipal authority, or (b) the date on which is one substantial completion would have occurred under (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or a), but for any other reason, then delays to Landlord’s completion of Landlord’s Work caused by Tenant shall have the right to withdraw or its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantagents.

Possession. (a) If Tenant exercises its right Landlord should be unable to lease give possession of the Offer Space ---------- Premises on the Initial or Additional Lease Commencement Date because the Premises are located in a building or Premises being constructed and which has not been sufficiently completed to make the Premises ready for occupancy, or if Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering give possession of the Offer Space to Tenant Premises on the Initial or Additional Lease Commencement Date hereof, by reason of the holding over or retention of possession of any tenant or occupant occupant, or if repairs, improvements or decoration of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant Premises or occupant to vacate any the building of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to which the Premises and the Offer Space shall form a part are not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5completed, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Landlord shall not be subject to any liability for failure to give possession on said date. Under such circumstances, the rent reserved and covenanted to be paid herein, shall not commence until the possession of the Premises is tendered by Landlord with Landlord's notice to Tenant that the same is ready for occupancy. Should tender of possession of the Premises be later or earlier than the beginning date named, then, and in that event, the beginning and ending date of this Lease shall have the right be adjusted by letter from Landlord to withdraw its Acceptance Notice by written notice thereof given on or before Tenant, to conform to the date of such tender of possession, such as if the same had been originally named as the beginning date, and this Lease shall run for the full term from the date of such tender of possession, provided that no such failure to give possession on the Lease Commencement Dates shall be thirty (30) days after in any other respect affect the end validity of this Lease or the obligations of Tenant hereunder. If permission is given to Tenant to enter into possession of the aforesaid one (1) year period unless Premises, or to occupy space other than the Premises prior to the giving date specified as the Lease Commencement Dates, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants and conditions of such notice or within ten (10) days thereafter Landlord shall have delivered vacant the provisions of this Lease. Tenant's acceptance of possession of such Offer Space to Tenantthe Premises shall be conclusive evidence that the Premises are in good order and satisfactory condition at the time of possession thereof.

Possession. (a) If Tenant exercises 8.1 Subject to force majeure circumstances, intervention of statutory authorities, receipt of occupation certificate and Allottee having timely complied with all its right obligations, formalities or documentation, as prescribed by Promoter/Developer and not being in default under any part hereof and Apartment Buyer’s Agreement, including but not limited to lease the Offer Space timely payment of installments of the other charges as per the payment plan, Stamp Duty and Landlord is unable registration charges, the Promoter/Developer proposes to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering offer possession of the Offer Space Said Apartment to Tenant by reason the Allottee within a period of 4 (four) years from the holding over date of approval of building plans or retention grant of environment clearance, (hereinafter referred to as the “Commencement Date”), whichever is later. 8.2 The Promoter/▇▇▇▇▇▇▇▇▇ agrees and understands that timely delivery of possession of any tenant the apartment to the allottee and the common areas to the association of allottees or occupant the competent authority, as the case may be, is the essence of the Offer Space (i) Landlord shall not be liable Agreement. The Promoter/Developer assures to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant hand over possession of the Offer Space apartment along with ready and complete common areas with all specifications, amenities and facilities of the project in place within ninety (90) days after the anticipated time limits prescribed in preceding clause unless there is delay or failure due to war, flood, drought, fire, cyclone, earthquake or any other calamity caused by nature affecting the regular development of the real estate project or court orders, govt. policy/guideline, decisions or due to administrative delays or non-availability date as stated by Landlord in of construction material(“Force Majeure”). If, however, the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant completion of such Offer Space and (iii) Tenant’s obligations under this Lease with respect the Project is delayed due to the Premises and Force Majeure conditions then the Offer Space shall not be affected thereby except Allottee agrees that the term of the lease with respect Promoter/Developer shall be entitled to the Offer Space shall not commence until Landlord shall deliver vacant extension of time for delivery of possession of the Offer Space apartment, provided that such Force Majeure conditions are not of a nature which make it impossible for the contract to Tenantbe implemented. The terms set forth Allottee agrees and confirms that, in the preceding provisions of event it becomes impossible for the Promoter/Developer to implement the project due to Force Majeure conditions, then this Section 37.5 are intended to constitute “an express provision allotment shall stand terminated and the Promtoer/Developer shall refund to the contrary” Allottee the entire amount received by the Promoter/Developer from the allotment within 90 days from that date. The Promoter/Developer shall intimate the meaning of Section 223-a allottee about such termination at least thirty days prior to such termination. After refund of the New York Real Property Law money paid by the Allottee, the Allottee agrees that he/ she shall not have any rights, claims etc. against the Promoter/Developer and that the Promoter/Developer shall be released and discharged from all its obligations and liabilities under this Agreement. 8.3 The Promoter/developer had made it clear to the allottee that the Land shall be transferred to related departments (HUDA,DHBVN etc.) under applicable law at any point of time/handing over of apartments/commercial to the owners, for the purpose of road, green belt, electrical substation or any successor Requirement. (b) Notwithstanding anything other government facility related to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantcomplex.

Possession. (a) If Tenant exercises its right 6.1 The said Flat shall be deemed to lease be ready for delivery of possession upon the Offer Space same being completed internally and Landlord reasonable ingress to and egress from the said flat being provided along with temporary or permanent water, drainage, sewerage, electricity and lift facilities/connections. A certificate from the Architects regarding such completion shall be final and binding upon the Purchaser. Once the flat is unable so ready, the Builder shall issue Notice of Possession to deliver the Purchaser and call upon the Purchaser to take possession on thereof of the date set forth aforesaid unit upon payment of all outstanding amounts to the Builder. The interim Rules and Regulations for Management and Maintenance of the common areas and facilities of the said cluster in respect of all residents of the Offer Notice as said cluster will be handed over during possession for due compliance thereof. 6.2 In the date on which Landlord anticipates delivering event of the Purchaser not making full payment of the Agreed Consideration, the Additional Payments and Mandatory Deposits / Advance / Extra Costs and/or not complying with any of his obligations and/or not taking possession of the Offer Space to Tenant by reason said Unit within a period of 30 days from the date of the holding over or retention Notice of possession Possession under clause 6.1 above, the Purchaser shall be deemed to have committed default entitling the Builder to the Rights on Purchaser's Default and the Purchaser shall further be liable to pay to the Builder interest at the rate as mentioned in the West Bengal Housing Industry regulation Act , 2017 & West Bengal Housing Industry Regulation Rules , 2018. 6.3 With effect from the date of any tenant or occupant expiry of the Offer Space period specified in the Notice of Possession, the Purchaser shall be deemed to have fully satisfied himself regarding the Plans, the constructions (i) Landlord including the quality, specifications and workmanship thereof), the Built- Up and Salable Built-Up Areas, the quality of materials used, the structural stability and the completion of the Buildings, the Common Portions and the said Flat and shall not thereafter be entitled to raise any objection or make any claim regarding the same 6.4 The Vendors and Builder make it clear to the Purchaser that the project will be developed in phases and the entire project may not at the same time be completed; to which the Purchaser shall have no objection. The Purchaser also agrees to the same and further agrees that the common facilities/ installations and amenities will accordingly also be made ready in phases and non completion of the whole project or all amenities/facilities/installations shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any an excuse of the Offer Space, (ii) Landlord shall use commercially reasonable efforts Purchaser to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except claim that the term said Flat is not completed and ready for delivery of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementpossession. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. 6.1 The Owner/Developer shall Endeavour to make the said Flat/Commercial unit ready for delivery of possession within the time period mentioned in PART- II OF THE SECOND SCHEDULE including grace period (aCompletion Time). The Completion Time shall stand extended in case of Force Majeure. The said Flat/Commercial unit shall be deemed to be ready for delivery of possession upon the same being completed internally, externally and reasonable ingress to and egress from the said Flat/Commercial unit being provided along with permanent water, drainage, sewerage, electricity and lift facilities/connections. A Certificate from the Architect(s) If Tenant exercises its right regarding this shall be final and binding. The Owner/Developer shall thereafter issue a 15 days' Notice to lease the Offer Space and Landlord is unable Purchaser calling upon the Purchaser to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering take possession of the Offer Space to Tenant by reason said Flat/Commercial unit upon making payment of all dues and complying with all other outstanding obligations of the holding over or retention of possession of any tenant or occupant of Purchaser at the Offer Space (i) Landlord relevant time. It shall not be liable obligatory for the Owner/Developer to Tenant for any failure by a then existing tenant or occupant complete the Common Portions in all respects before giving the above Notice. 6.2 The Purchaser shall be entitled to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant receive possession of the Offer Space within ninety (90) days after said Flat/Commercial unit only upon prior payment of all his/her dues including the anticipated availability date as stated by Landlord in Agreed Consideration, the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises Additional Payments and the Offer Space shall not Deposits and also upon due compliance with and/or performance of all the covenants, undertakings and obligations required to be affected thereby except that complied with and/or performed on the term part of the lease with respect Purchaser in pursuance of this Memorandum or otherwise required by law. The obligation to the Offer Space shall not commence until Landlord shall deliver vacant take over possession of the Offer Space said Flat/Commercial unit shall arise only thereafter. 6.3 In the event of the Purchaser not making full payment and/or not complying with any of his obligations and/or not taking possession of the said Flat/Commercial unit within a period of 15 days from the date of issue of the Notice under Clause 6.1 hereinbefore, the Purchaser shall be deemed to Tenant. have committed default entitling the Owner/Developer to the Rights on Purchaser's Default. 6.4 The Purchaser shall not have any right or lien in respect of the said Flat/Commercial unit till physical possession is made over to him after payment of all amounts by him and the only entitlement of the Purchaser shall be to complete the purchase of the said Flat/Commercial unit in terms set forth of this Memorandum. 6.5 With effect from the Date of Possession or the date of expiry of the period specified in the preceding provisions Notice mentioned in Clause 6.1 hereinbefore, whichever is earlier, the Purchaser shall be deemed to have fully satisfied himself regarding the construction, specifications, Carpet area, workmanship, materials used and structural stability and completion of this Section 37.5 are intended the Buildings and the said Flat/Commercial unit and shall not thereafter be entitled to constitute “an express provision raise any objection or make any claim regarding the same. 6.6 After the Date of Possession or from the date of execution of the Deed of Conveyance, the Purchaser shall apply for mutation to the contrary” within Authorities and shall take all necessary steps and complete at his own costs, the meaning of Section 223-a mutation of the New York Real Property Law or any successor Requirementsaid Flat/Commercial unit in his name within 3 months thereafter. (b) Notwithstanding 6.7 From the Date of Possession or the date of expiry of the period specified in the Notice mentioned in Clause 6.1 hereinbefore, whichever is earlier, all outgoings, charges, rates, taxes, levies, deposits including security deposits or assessments pertaining to the said Flat/Commercial unit, including proportionate share of the common expenses/maintenance charges shall become payable by the Purchaser notwithstanding anything to the contrary contained elsewhere in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantMemorandum.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable for any loss or damage to Tenant for resulting from any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant delay in delivering possession of the Offer Space within ninety (90) days after Premises due to circumstances outside of Landlord’s reasonable control. Notwithstanding the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewithforegoing, if appropriate in Landlord’s good faith judgment, institute the Landlord Work Substantial Completion Date and diligently prosecute a holdover or other proceedings against such tenant or occupant delivery of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space Premises to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space Tenant is not achieved on or before October 21, 2022, as such date shall be extended for Excusable Delays (as defined below) (such date, as extended, the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason“First Penalty Date”), then Tenant shall have receive a credit, which credit shall be applied against Base Rent next due and owing under the right Lease, of one day’s Base Rent for each day after the First Penalty Date until the earlier of (a) the date that the Landlord Work Substantial Completion Date is achieved and possession of the Premises is delivered to withdraw its Acceptance Notice by written notice thereof given Tenant, or (b) the Second Penalty Date (as defined below). Notwithstanding the foregoing, if the Landlord Work Substantial Completion Date and delivery of possession of the Premises to Tenant is not achieved on or before December 5, 2022, as such date shall be extended for Excusable Delays (such date, as extended, the “Second Penalty Date”), then Tenant shall receive a credit, which credit shall be applied against Base Rent next due and owing under the Lease, of two days’ Base Rent for each day after the Second Penalty Date until the date that shall be thirty (30) days after the end Landlord Work Substantial Completion Date is achieved and possession of the aforesaid one (1) year period unless Premises is delivered to Tenant. Tenant shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the giving Commencement Date (as reasonably determined by Landlord), to enter the Premises for the sole and exclusive purpose of such notice reviewing the condition of the Premises, provided that (a) Tenant obtains Landlord’s prior written consent, not to be unreasonably withheld, conditioned or within ten delayed, (10b) days thereafter Tenant does not interfere with or delay the Landlord Work, (c) Tenant uses contractors and workers compatible with the contractors and workers engaged by Landlord to complete the Landlord Work. If Tenant enters the Premises prior to the Commencement Date, then Tenant shall abide by the terms and conditions of this Lease as if the term of this Lease had already commenced, except that (i) Tenant shall have delivered vacant possession no maintenance and repair obligations (unless and to the extent something is damaged by the acts or omissions of such Offer Space Tenant or any Tenant Party) and no obligation to Tenantpay Base Rent, Real Property Taxes and Operating Expenses until the first day of the seventh full calendar month of the Term, unless and to the extent Base Rent, Real Property Taxes and Operating Expenses are payable during any partial month, as set forth in Section 4 of this Lease, and (ii) Tenant shall have obligations hereunder that are dependent upon Tenant having full and exclusive control of the Premises.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth The Obligors shall not lease, or otherwise in the Offer Notice as the date on which Landlord anticipates delivering any manner deliver, relinquish or transfer possession of the Offer Space Airframe or any Engine to Tenant by reason any Person or install any Engine, or permit any Engine to be installed, on the Airframe other than the Airframe, without the prior consent of the holding over Lead Secured Party, which consent may be withheld in its sole discretion, provided, however, that so long as (A) no Event of Default shall have occurred and be continuing, and (B) all approvals, consents or retention authorizations required from the Aeronautical Authority in connection with any such lease or such delivery, transfer or relinquishment of possession of any tenant or occupant have been obtained and remain in full force and effect, the Obligors may, without the prior consent of the Offer Space Lead Secured Party: (i) Landlord enter into a charter or wet lease or other similar arrangement under which the Obligors have operational control of the Airframe and any Engines installed thereon in the course of the Obligors' business (which shall not be liable to Tenant for considered a transfer of possession hereunder), provided that the Obligors' obligations under this Aircraft Security Agreement shall continue in full force and effect notwithstanding any failure by a then existing tenant such charter or occupant to vacate any of the Offer Space, wet lease or other similar arrangement; (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after Airframe or any Engine or any Part to the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewithmanufacturer thereof or to any FAA certified organization for testing, if appropriate in Landlord’s good faith judgmentservice, institute and diligently prosecute a holdover repair, maintenance, overhaul work or other proceedings against such tenant similar purposes or occupant for alterations or modifications or additions required or permitted by the terms of such Offer Space and this Aircraft Security Agreement; (iii) Tenant’s obligations under this Lease subject the Airframe and any Engines installed thereon to interchange agreements (provided that (x) any such interchange agreement with respect to the Premises and the Offer Space Airframe shall not be affected thereby except that result in the term Obligors being out of possession of the lease Airframe for a period of more than two (2) consecutive days at any one time; (y) such interchange agreement is entered into with a Permitted Lessee; and (z) the party to such interchange agreement is not then subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such interchange agreement is entered into) or any Engine to interchange or pooling agreements or arrangements which are applicable to other similar property owned by or leased to the Obligors and are entered into by the Obligors in the course of its airline business with any air carrier, provided that (A) no such agreement or arrangement shall under any circumstances result in, contemplate or require the transfer of title to the Aircraft, Airframe or any Engine or any effect upon the Lead Secured Party's first priority Lien thereon and (B) if the Lien of this Aircraft Security Agreement shall nevertheless be adversely affected under any such agreement or arrangement, such circumstance shall be deemed to be an Event of Loss with respect to such Engine and the Offer Space Obligors shall comply with Section 3.4 hereof in respect thereof; (iv) install an Engine on an airframe owned by the Obligors free and clear of all Liens except (A) Permitted Liens, (B) those which apply only to the engines (other than the Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe, and (C) those created by the rights of other air carriers under interchange or pooling agreements or other arrangements customary in the airline industry which do not commence until Landlord shall deliver vacant possession contemplate, permit or require the transfer of title to such airframe or engines installed thereon; (v) install an Engine on an airframe, leased to the Obligors or purchased by the Obligors subject to a conditional sale or other security agreement, but only if (A) such airframe is free and clear of all Liens, except (i) the rights of the Offer Space parties to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a such lease, or any such secured financing arrangement, covering such airframe and (ii) Liens of the New York Real Property Law or any successor Requirement. type permitted by Section 3.2(iv) and (bB) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord Obligors shall have failed to deliver possession received from the lessor, mortgagee, secured party or conditional seller, in respect of such Offer Space on airframe, a written agreement (which may be a copy of the lease, mortgage, security agreement, conditional sale or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice other agreement covering such airframe), whereby such Person agrees that it will not acquire or claim any right, title or interest in, or Lien on, such Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to this Aircraft Security Agreement; (vi) install an Engine on an airframe, owned by the holding over Obligors, leased by the Obligors or retention of possession of any tenant purchased by the Obligors subject to a conditional sale or other occupant or for security agreement under circumstances where neither clause (iv) nor clause (v) above is applicable, provided that any other reason, then Tenant shall have such installation (so long as the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that same shall be thirty (30continuing) days after shall be deemed an Event of Loss with respect to such Engine and the end of the aforesaid one (1Obligors shall comply with Section 3.4(h) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.hereof;

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord's control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which possession of the Premises is one (1) year after delivered to the anticipated Offer Space Commencement Date set forth Tenant. The rentals herein reserved shall commence on the first day of the Term, provided, however, in the Offer Notice event of any occupancy by reason Tenant prior to the beginning of the holding over or retention Term, such occupancy shall in all respects be the same as that of possession a tenant under this Lease Agreement, and the rental shall commence as of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant's failure to agree to the Plans or any delay caused by a party employed by or the agent of Tenant, or by Tenant's failure to pay for the costs of the Tenant Improvements requested by Tenant subsequent to approval of the Plans, then in such case the rental shall be accelerated by the number of days of such delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlord shall have no responsibility or liability for loss or damage to fixtures, facilities or equipment installed or left on the Premises. By occupying the Premises as a Tenant, or to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease Agreement, except items which are not in compliance with Exhibit A-3 and for which Tenant has given Landlord a written "punch list" within thirty (30) days after the end of Tenant's first occupancy of the aforesaid one Premises. Should the commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other than the first day of a calendar month, then in that event solely for the purposes of computing the Term of this Lease Agreement, the commencement date of the Term shall become and be the first day of the first full calendar month following the date when Tenant's rental obligation commences, or the first day of the first full calendar month following the commencement date set out in Article 1 (if such is other than the first date of a calendar month), whichever date is later, and the termination date shall be adjusted accordingly; provided however, that the termination date shall be the last day of a calendar month, which date shall in no event be earlier than the termination date set out in Article 1) year period unless prior to . Immediately after Tenant's occupancy of the giving Premises the Landlord and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the square footage of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession the Premises, and delivery of such Offer Space to Tenantthe Premises in the condition required by this Lease Agreement.

Possession. (a) If Tenant exercises its right the Landlord, for any reason whatsoever, cannot cause the Commencement Date to lease occur by the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Expected Occupancy Date, this Lease shall not be liable to Tenant for any failure by a then existing tenant void or occupant to vacate any voidable, nor shall the expiration date of the Offer Spaceabove term be in any way extended, (ii) Landlord but in that event, excepting delays caused by Tenant, all rent shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession be abated during the period between the commencement of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises said term and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until time When Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementdelivers possession. (b) Notwithstanding anything In the event that Landlord shall permit Tenant to occupy the Premises prior to the contrary contained Commencement Date of the term, such occupancy shall be subject to all the provisions of this Lease. In this regard, Tenant shall be entitled to enter the Premises at least twenty (20) days prior to the Commencement Date for the purpose of installation of furniture, trade fixtures and equipment, which early occupancy shall be subject to the terms and conditions of this Lease, excepting the payment of Base Rent. The parties shall use their respective good faith efforts to schedule work during such periods so as not to unreasonably interfere with their respective efforts (the parties acknowledge that such early entrance may be "Phased" concerning certain portions of the Premises to allow for the laying of carpet therein). Said early possession shall not advance the termination date hereinabove provided. Additionally, subject to the provisions of this Section, Tenant shall be provided access to the Premises by December 20, 1998, for the purpose of constructing certain improvements in accordance with the provisions of the Work Letter Agreement. In no event shall Tenant's use of the Premises pursuant to this Section 37.54(b) be deemed to be Tenant's acceptance of possession of the Premises or constitute the Commencement Date. (c) Tenant's taking possession of the Premises shall constitute Tenant's acknowledgment that the Premises are in good condition, if and that Tenant agrees to accept the same in its condition existing as of the date of such entry and subject to all applicable municipal, county, state and federal statutes, laws, ordinances, including zoning ordinances, and regulations governing and relating to the use, occupancy or possession of the Premises, subject to the Punch List Item (as hereinafter defined). Notwithstanding the foregoing, within ten (10) days prior to and within sixty (60) days after the Tenant takes possession of the Premises, Tenant shall deliver to Landlord a list of items ("PUNCH LIST ITEMS") that Tenant reasonably deems that Landlord complete or correct in order for the Premises to be reasonably acceptable. The Punch List Items shall not include any damages and/or repairs caused by Tenant, its agents, employees, contractors or subcontractors. Landlord shall have failed complete and/or correct such items set forth on the Punch List Items using its good faith efforts and due diligence within thirty (30) days following receipt of the Punch List Items; provided, however, that with respect to deliver possession those items that Landlord reasonably contends do not require completion and/or correction, Landlord and Tenant shall negotiate in good faith for a resolution of such Offer Space on or before item. If Tenant does not deliver the date which is Punch List Items to Landlord within such time periods, Tenant shall be deemed to have accepted the condition of the Premises. (d) For a period of one (1) year after following the anticipated Offer Space Commencement Date ("WARRANTY PERIOD"), Landlord shall warranty the condition of the Building and the Premises, to the extent that such improvements will be constructed by Landlord, its agents, employees, contractors and subcontractors. Following Landlord's receipt of written notice from Tenant during the Warranty Period, Landlord shall use its commercially reasonable efforts to complete such warranty repair in a timely basis as soon as possible. Landlord's repair obligations pursuant to this Section 4(d) shall be subject to Tenant's rights pursuant to Sections 11(d) and (3) of this Lease. The expiration of the Warranty Period shall not otherwise affect Landlord's obligations to make certain repairs as set forth in Section 11(b) of this Lease or effect the Offer Notice by reason of the holding over or retention of possession enforcement of any tenant applicable warranty provided by any third party contractor or other occupant or for materialmen relating to the Building. (e) Notwithstanding any other reasonprovision of Section 4 to the contrary, then in the event that the Commencement Date has not occurred on or before May 7, 1999 ("OUTSIDE DELIVERY DATE"), for a period of five (5) business days thereafter, as Tenant's sole and exclusive remedy (except as set forth in this Section 4(e), Tenant shall have the right to withdraw its Acceptance Notice extend the date upon which Tenant is required to accept possession of the Premises until October 1, 1999 ("DELAYED DELIVERY DATE"), by delivery of written notice thereof given of such election within such time period; provided, however, Tenant may accept possession of the Premises at any time prior to the Delay Delivery Date, which acceptance would accelerate the Commencement Date to the date of such acceptance. The failure of Tenant to make such election within such time period shall be deemed Tenant's waiver of such extension right. In the event that Tenant makes such election to extend the Commencement Date of this Lease until the Delayed Delivery Date, this Lease shall remain in full force and effect, the Commencement Date shall be deemed the Delayed Delivery Date, the expiration date of the Lease shall be correspondingly extended, and, except as otherwise provided in this Section 4(e), all terms and conditions of this Lease shall remain in full force and effect. The parties acknowledge and agree that the extension of the Commencement Date under the Delayed Delivery Date shall cause a material financial impact upon Landlord, accordingly, each party agrees to use its best commercially reasonable efforts to cause the Commencement Date to occur on or before the date Outside Delivery Date. Subject to the preceding sentence, the parties acknowledge that the reason for the delay of the Commencement Date past the Outside Delivery Date is of material importance to the parties. The parties hereby agree that in the event the Commencement Date is delayed past the Outside Delivery Date due solely to delays caused by Landlord, its agents, employees, contractors or subcontractors, provided that Tenant has made the election to extend the Commencement Date until the Delayed Delivery Date, as provided in this Section 4(e), in addition to any Base Rent-free possession granted to Tenant pursuant to (f) Notwithstanding any other provision of this Section 4 to the contrary, in the event that the Commencement Date has not occurred by November 15, 1999, for a period of fifteen (15) days thereafter, Tenant shall have the right to terminate this Lease by delivery of written notice to Landlord, in which case the parties shall have no further obligations under this Lease. The failure of Tenant to deliver such notice within such time period shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving deemed a waiver of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space right to Tenantterminate.

Possession. (a) If Tenant exercises its right Possession of the Property shall be delivered to lease Purchaser at Closing, free and clear of all liens and claims other than Permitted Exceptions, in the Offer Space and Landlord is unable to deliver possession same condition as it exists on the date set forth of this Agreement, ordinary wear and tear excepted and except as provided in Sections 12 and 13 hereof. The Existing Tenant is the Offer Notice sole tenant of the Property. The Sun Leases are scheduled to expire on June 30, 2002 and the Closing shall be contingent upon the Existing Tenant having vacated the Property substantially in accordance with the terms of the Sun Leases prior to Closing; provided, however, the parties agree that the date of the Closing shall be delayed in accordance with Line 9 of the Summary Statement until such time as the date on which Landlord anticipates delivering possession of the Offer Space to Existing Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed vacated the Property. In the event the transaction contemplated by this Agreement fails to deliver possession of such Offer Space close on or before August 1, 2002 due solely to the fact that the Existing Tenant has not vacated the Property substantially in accordance with the terms of the Sun Leases, then Purchaser shall receive as a credit at Closing an amount equal to interest calculated at the Imputed Interest Rate (defined below) on the amount of the ▇▇▇▇▇▇▇ Money theretofore paid to Seller from August 1, 2002 through the date which is one (1) year after of Closing. For purposes hereof, the anticipated Offer Space Commencement Date set forth in Imputed Interest Rate shall be a per annum rate of interest equal to the Offer Notice by reason rate of interest Escrow Agent was paying on the ▇▇▇▇▇▇▇ Money as of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant Approval Date ("Imputed Interest Rate"). Purchaser shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before inspect the date that shall be thirty Property within three (303) days after prior to Closing to verify that the end condition of the aforesaid one Property is as required under this Agreement. Subject to the terms of the Sun Leases, Seller shall exercise reasonable efforts to afford Purchaser reasonable access to the Improvements for purposes of inspecting and/or measuring the premises, it being understood and agreed that Purchaser shall not have the right to perform any construction or demolition work in or about any portion of the Property prior to the Closing Date. The Generator was installed by the Existing Tenant who may or may not be obligated to remove it from the Property pursuant to the Sun Leases. Seller covenants that it shall exercise reasonable efforts to cause the Existing Tenant to leave the Generator at the Property and to relinquish any and all right and title it may have thereto (and, to the extent feasible, to transfer title to the Generator directly to Purchaser); provided, however, Seller shall not be obligated to incur any expense or obligation or relinquish any rights it may have against the Existing Tenant (except the obligation of the Existing Tenant to remove the Generator) in order to effectuate same. As consideration for allowing the Existing Tenant to possibly leave the Generator at the Property, Seller shall have the right to require that the Existing Tenant agree to remove the Generator from the Property in the event this Agreement is terminated or the transaction contemplated hereby does not close for any reason. Seller shall exercise reasonable efforts to resolve this issue prior to the Approval Date; provided, however, it shall not be a condition of this Agreement that the Generator remain at the Property. Purchaser acknowledges that (1) year period unless prior as of the date of this Agreement, Seller may not have title or any rights to the giving Generator, (2) if Seller fails to obtain title thereto, all references to "Property" in this Agreement shall specifically exclude the Generator, and (3) notwithstanding anything contained in this Agreement to the contrary, Seller is making no representations or warranties with respect to title to or the condition of such notice or within ten the Generator and all representations contained in the Agreement (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantincluding, but not limited to, those contained in Section 8) hereby specifically exclude the Generator.

Possession. (a) If In case possession of the premises, in whole or in part, cannot be given to Tenant exercises its right on or before the commencement of the term of this Lease, landord agrees to lease ▇▇▇▇▇ the Offer Space rent until possession is given to Tenant with Landlord's Work substantially completed in accordance with Exhibit B hereto, and Tenant agrees to accept such abatement as liquidated damages (and the additional damages that may become due under paragraph 15(c) below) for the failure to obtain possession on the commencement date herein specified. The parties hereto covenant and agree that if the term of this Lease commences on a date other than the date herein specified, they will, upon the request of either of them, execute an agreement setting for the the new commencement and termination dates of the Lease term. Under no circumstances shall Landlord is unable be under any liability for failure to deliver possession of the premises to Tenant on the date set forth herein specified, except as expressly provided in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (iparagraph 15(c) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementbelow. (b) Notwithstanding anything to the contrary contained in this Section 37.5Lease, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before enter the date that shall be premises at least thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving Lease commencement date to install phone systems, furniture, fixtures and equipment, etc. (collectively, the "Early Entry Activities") and such early entry for such purposes shall not trigger the commencement date. Tenant agrees (i) any such early entry by Tenant shall be at Tenant's sole risk, (ii) Tenant shall not substantially interfere with Landlord or Landlord's contractors completing work within the premises, and (iii) Tenant shall comply with and be bound by all provisions of this Lease during the period of such notice or within ten early entry, except for payment of rent which shall begin to accrue as of the Lease commencement date. (10c) In the event Landlord's Work has not been substantially completed in accordance with Exhibit B hereto by August 1, 1998, Tenant shall be entitled to an abatement of rent equal to two (2) days thereafter Landlord shall have delivered vacant abatement for each day of delay beyond August 1, 1998, until the date of substantial completion of Landlord's Work. Further, notwithstanding anything to the contrary contained herein, if possession of the premises is not tendered to Tenant will all of Landlord's Work substantially completed in accordance with Exhibit B hereto on or before October 1, 1998, Tenant shall be entitled to terminate this Lease by delivering written termination notice to Landlord so long as such Offer Space notice is delivered to TenantLandlord prior to Landlord's substantial completion of Landlord's Work.

Possession. If Landlord shall be unable to tender possession of the ----------- Demised Premises on the Commencement Date set forth in Section 1.2 by reason of: (a) If Tenant exercises its right the fact that the Demised Premises are located in a building being constructed and which has not been sufficiently completed to lease make the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of Demised Premises ready for occupancy; (b) the holding over or retention of possession of any tenant or occupant occupant; (c) the Construction Improvements have not been substantially completed; or (d) for any other reason beyond the control of the Offer Space (i) Landlord, Landlord shall not be liable subject to Tenant any liability for any the failure by a then existing tenant or occupant to vacate any of tender possession on said date. Under such circumstances the Offer Space, (ii) Landlord shall use commercially reasonable efforts Base Annual Rent and Additional Rent reserved and covenanted to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space paid herein shall not commence until Landlord shall deliver vacant possession of the Offer Space Demised Premises is tendered to Tenant. The terms set forth in No such failure to tender possession on the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in Section 1.2 shall in any other respect affect the Offer Notice by reason validity of this Lease or the obligations of Tenant hereunder, nor shall same be construed to extend the termination date of this Lease set forth in Section 1.2. In the event the Commencement Date does not occur within six (6) months of the holding over or retention of possession of any tenant or other occupant or for any other reasondate this Lease is fully executed and delivered by Landlord and Tenant, then Tenant Landlord , without further liability, shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be terminate this Lease upon thirty (30) days after prior written notice to the end Tenant. If permission is given to Tenant to enter into possession of the aforesaid one (1) year period unless Demised Premises prior to the giving date specified as the Commencement Date, Tenant covenants and agrees that such occupancy shall be deemed to be subject to all of the terms, covenants, conditions and provisions of this Lease, and that Tenant shall be responsible for payment of Base Annual Rent, in advance, at the rate of 1/30th of the base monthly rent set forth in Section 1.3 for each day of such notice occupancy prior to the Commencement Date, and Additional Rent set forth in Section 1.5 shall begin to accrue on such date of possession. Notwithstanding any provision in this Lease to the contrary, Landlord and Tenant expressly recognize that a portion of the Premises is presently being occupied by GSA (the Federal Labor Relations Authority) as a hold-over tenant. Such portion is located on the fourth floor of the Building and contains approximately 5,000 square feet of rentable area. Landlord agrees to use all reasonable efforts to promptly tender such portion to Tenant, and in no event shall Landlord acquiesce to any extension of the holdover occupancy by GSA. Inasmuch as Tenant will not be afforded access to such portion concurrent with the remainder of the Premises to perform the Construction Improvements, the parties agree that notwithstanding the occurrence of the Commencement Date (as to the remainder of the Premises), no rent or other charges shall be payable by Tenant pertaining to such portion (pro-rated based upon a fraction 5,000/32,500) until such time as the Construction Improvements have been completed within ten (10) days thereafter Landlord shall have delivered vacant possession such portion, and in the event delivery of such Offer Space portion does not occur by December 15, 1998, to the extent that the costs of construction of the Construction Improvements is increased to Tenant by reason of the inability to perform the required work concurrent with the balance of the Premises, such increase in cost shall be borne solely by Landlord and not by Tenant.

Possession. The Developer has delivered possession of the Schedule “C” Undivided Share to the Purchaser by placing the Purchaser in joint possession of the Schedule “B” Property and the Developer has delivered possession of the Schedule “C” Private Residence to the Purchaser on this day and in this regard the Purchaser agrees, declares and accepts that: The area of the Schedule “C” Private Residence and the Area of the Car Parking are as per Sanction Plans and agreed under the Agreement for Sale; (a) If Tenant exercises its right to lease the Offer Space The Common Amenities and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession Facilities of the Offer Space to Tenant by reason Project and the Specifications of the holding over or retention Schedule “C” Private Residence are as per the agreed terms under the Agreement of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementSale. (b) Notwithstanding anything Quality of construction and development of the Project and the Schedule “C” Private Residence is as per the Agreement to Sale. (c) the Common Areas and the Common Amenities and Facilities provided of the Project are as per the Agreement to Sale; (d) The Developer has completed all its obligations with regard to the contrary contained Schedule “C” Private Residence and accordingly the Developer is completely discharged from all its obligations save and except the defect liability during the period provided in this Section 37.5, if Landlord the Act. (e) The sale of the Schedule “C” Undivided is only to enable the Purchaser to construct and own the Schedule “C” Private Residence and the Purchaser shall have failed not be entitled to deliver seek partition or separate possession of such Offer Space the Schedule “C” Undivided Share; (f) The Purchaser/s have on or before this day joined the date which is one (1) year after Owners Association formed under the anticipated Offer Space Commencement Date set forth said Deed of Declaration and have also executed the Form B along with the execution of this Sale Deed and the Purchaser covenant to be subjected to the rights and obligations specified in the Offer Notice by reason said Deed of Declaration and the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right Rules/Bye-Laws there under and as may be amended from time to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenanttime.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to Lessor for any reason cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Demised Premises to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space Lessee on or before the date which is one (1) year after Target Commencement Date, then except as provided below, Lessor shall not be subject to any liability therefor; nor shall such failure affect the anticipated Offer Space Commencement Date set forth in validity of this Lease or the Offer Notice by reason obligations of Lessee hereunder; provided Lessee shall not be obligated to pay rent until possession of the holding over or retention of Demised Premises is tendered to Lessee. Notwithstanding the foregoing, if Lessor has not delivered possession of any tenant or other occupant or for any other reasonthe Demised Premises within one hundred twenty (120) days from the Target Commencement Date, then Tenant shall have the right at Lessee's option, to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be exercised within thirty (30) days after the end expiration of said 120-day period, this Lease shall terminate and upon Lessor's return of any monies previously deposited by Lessee the parties shall have no further rights or liabilities towards each other. Notwithstanding the foregoing sentence, if Lessor is unable to deliver possession of the aforesaid one (1) year Demised Premises to Lessee within the 120-day period unless due to delays caused by Lessee or material shortages, labor strikes, or other reasons beyond Lessor's control, the 120-day period shall be extended by the number of days of delay experienced by Lessor. If Lessor is unable to deliver possession of the Demised Premises to Lessee prior to the giving Target Commencement Date, and such failure is the result of causes within the reasonable control of Lessor, if and to the extent Lessee (or Group Data Administrators, Inc.) is required to pay holdover rent at its current premises, at 915 118th S.E. in Bellevue, Washington, in excess of the rent currently payable by Lessee pursuant to its lease thereof, Lessor shall reimburse Lessee (or Group Data Administrators, Inc.) for the amount of such notice or within ten (10) days thereafter Landlord excess rent on a monthly basis upon the presentation to Lessor of an invoice specifying the amount thereof; provided, Lessee shall have delivered vacant possession use reasonable efforts to negotiate with its Lessor a holdover rent not in excess of such Offer Space that which Lessee is presently paying pursuant to Tenantits lease.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to The Seller shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Property to Tenant by reason of the holding over Township at the closing. The parties acknowledge that the Property is or retention of possession of any tenant may be currently subject to one or occupant of more leases. Seller agrees to cause all such leases to be terminated at or prior to closing such that, at the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Spaceclosing, (ii) Landlord shall use commercially reasonable efforts to obtain and Seller will deliver to Tenant vacant possession of the Offer Space within ninety (90) days after property free and clear of all leases, options and rights of third parties whatsoever, except for any easements and restrictions of record that are approved by the anticipated availability date Township as stated by Landlord provided in Section 3, above. Seller will execute an owner’s affidavit in the Offer Notice and in connection therewith, if appropriate in LandlordTitle Company’s good faith judgment, institute and diligently prosecute a holdover customary form as may be required to allow the Title Company to insure that the Property is free of any leases or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth third party possessory rights in the preceding provisions of this title policy issued at closing pursuant to Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement3. (b) Notwithstanding anything The Township acknowledges that the greenhouses and all irrigation equipment, including pumps, pipes and sprinklers (the "Personal Property"), are not included in the sale and will remain the personal property of the Seller, subject to the contrary contained in following provisions of this Section 37.55(b). The Township will allow the Seller to store the Personal Property on the Property after the closing until no later than June 1, 2021 without payment of any rent; provided, however, that the Township shall have no duty to insure or protect the Personal Property and the Seller hereby releases the Township for any loss or damage to the Personal Property not intentionally caused by the Township. The Township will allow the Seller to enter the Property with not less than 72 hours' prior notice in order to remove the Personal Property at any time on or prior to June 1, 2021. If any of the Personal Property remains on the Property after June 1, 2021, then title to such Personal Property will be deemed to automatically vest in the Township without further action by the parties, and the Township will be entitled to sell or dispose of the remaining Personal Property, as it sees fit, without any obligation to account to Seller for the value of such remaining Personal Property, if Landlord shall have failed to deliver possession of such Offer Space on or before any. If the date which is one (1) year Seller enters the Property after the anticipated Offer Space Commencement Date set forth closing to remove the Personal Property, then the Seller will hold the Township harmless from and indemnify it against any damage to the Property that may be caused in the Offer Notice by reason removal of the holding over Personal Property or retention of possession of any tenant liability for property damage or other occupant or for any other reasonpersonal injury, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of including death, associated with such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantentry.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety Additional Premises to Tenant, with the “Work” being “substantially completed” therein (90as such terms are defined in Paragraph 6(c) days after above), no later than June 1, 2004, in order for Tenant to proceed with the anticipated availability Tenant's Work. The date Landlord so delivers possession of the Additional Premises is referred to herein as stated by the “Turnover Date”. If Landlord in the Offer Notice and in connection therewithshould be unable, if appropriate in Landlord’s good faith judgmentdue to fire or other casualty, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant any other reason beyond Landlord's reasonable control, to so deliver possession of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Additional Premises and the Offer Space on or before June 1, 2004, Landlord shall not be affected thereby except that subject to any liability for failure to deliver possession. Such failure to deliver possession shall not affect either the validity of the Lease or the obligations of either Landlord or Tenant under the Lease or be construed to extend the expiration of the term of the lease with respect Lease either as to the Offer Space shall not commence until Landlord shall deliver vacant possession respective Additional Premises or the balance of the Offer Space to Tenant. The terms set forth in Premises; provided, however, that under such circumstances (A) the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space stated Additional Premises Commencement Date set forth in the Offer Notice Paragraph l(b)(i) above shall be extended by reason one day for each day of the holding over or retention delay beyond June 1, 2004 in delivery of possession of any tenant or other occupant or for any other reasonsuch Additional Premises to Tenant, then and (B) Landlord shall continue to use reasonable efforts to so deliver possession of the Additional Premises to Tenant shall have as soon thereafter as reasonably practicable. Any occupancy of the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days Additional Premises from and after the end of Turnover Date and continuing through the aforesaid one (1) year period unless day immediately prior to the giving Additional Premises Commencement Date shall be subject to all of the terms and provisions set forth in the Lease, except that (i) Tenant shall not be obligated to pay Monthly Base Rent or Rent Adjustments attributable to the Additional Premises for any such notice or within ten period prior to the Additional Premises Commencement Date, and (10ii) days thereafter Landlord shall have delivered vacant possession of be obligated to furnish janitorial or other base building services within the Additional Premises for any such Offer Space period prior to Tenantthe Additional Premises Commencement Date.

Possession. (a) If In case this Lease provides for a specifically designated commencement date, and if possession of the Premises, in whole or in part, cannot be given to Tenant exercises its right on or before such commencement date, Landlord agrees to lease abat▇ ▇▇▇ rent proportionately until possession is given to Tenant, and Tenant agrees to accept such pro rata abatement as liquidated damages for the Offer Space and Landlord is unable failure to deliver obtain possession on the commencement date set forth in herein specified. The parties hereto covenant and agree that if the Offer Notice as term of this Lease commences on a date other than the date on which Landlord anticipates delivering possession herein specified, they will, upon the request of either of them, execute an agreement in recordable form setting forth the new commencement and termination dates of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Lease term. Landlord, at its sole cost and expense, shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute undertake and diligently prosecute to completion, subject to delays as hereinafter provided, leasehold improvements in accordance with plans and specifications attached hereto and made a holdover or other proceedings against part hereof as Exhibit B-1. All such tenant or occupant of work shall be performed in a workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such Offer Space and (iii) Tenant’s obligations work is completed. Under no circumstances shall Landlord be under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed liability for failure to deliver possession of such Offer Space the Premises to Tenant on or before the date which herein specified, except as specifically hereinafter provided: If Landlord's Work is not Substantially Complete, or if Tenant has not received Landlord's Notice of Substantial Completion, by the expiration of one hundred and fifty (1150) year after days following the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonLease Date, then then, until Tenant shall receive notice from Landlord that Landlord's Work is Substantially Complete, Tenant shall have the right option to withdraw its Acceptance Notice by terminate this Lease upon written notice thereof given on to Landlord. Upon Landlord's receipt of any such notice of termination from Tenant, this Lease shall terminate and be of no further force or before the date that effect, and Landlord and Tenant shall thereupon be thirty (30) days after the end of the aforesaid one (1) year period unless prior automatically released from any and all liability to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantother under and/or in connection with this Lease.

Possession. (a) If Tenant exercises its right Landlord shall not be ready or able to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering give possession of the Offer Space Leased Premises to Tenant by reason on the Commencement Date, then such date shall be postponed until Landlord shall be ready and able to so give possession, and rent shall not run in the meantime but shall be apportioned as of the holding over or retention of possession of any tenant or occupant of date Landlord notifies Tenant that the Offer Space (i) Leased Premises will be ready for occupancy; and Landlord shall not be liable for damages, if any, sustained by Tenant due to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or the Leased Premises before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth same are ready for occupancy except as otherwise required or provided in the Offer Notice by reason Act. If the Landlord fails to deliver possession of the holding over or retention of premises to Tenant in accordance with the Rental Agreement, Tenant may exercise any rights Tenant may have under the Act. Landlord shall not be liable for the failure to deliver possession of the Leased Premises, other than to the extent of abatement of rent from the date of the commencement of this lease to the day possession is delivered to Tenant on the rental basis herein set forth, unless otherwise provided in the Act. If Tenant shall, before the Commencement Date, default in the performance of any tenant agreement by Tenant contained herein or other occupant or for in any other reasonRental Agreement between Landlord and Tenant, then then, at the option of Landlord, this Rental Agreement shall not go into effect and Tenant shall have not be entitled to possession hereunder. As the Leased Premises may be in an apartment house or apartment development with many apartments and as the occupancy of one tenant might interfere with the leasing of other apartments, therefore, without reflection upon the Tenant, to the extent allowed by the Act, it is agreed that the Landlord reserves the right to withdraw its Acceptance Notice by terminate this Rental Agreement and re-enter and take possession of the Leased Premises at that time, after first giving fourteen (14) days’ written notice thereof given to the Tenant of the election of the Landlord to terminate this Rental Agreement. In the event this lease is terminated under this paragraph the Landlord shall refund to the Tenant at the time Tenant vacates the Leased Premises, the unearned portion of the rent so paid in advance on or before the date that rental basis herein set forth. Nothing herein contained shall be thirty (30) days after the end deemed a waiver of the aforesaid one (1) year period unless Landlord of any claim for damages for injury to property prior to the giving date of such notice or within ten (10) days thereafter termination. Landlord shall have delivered vacant possession will begin leasing for the term of such Offer Space August 2024 through July 2025 on October 2, 2023. If ▇▇▇▇▇▇ wants to Tenantstay for the following term a new lease must be signed prior to September 29, 2023. If a lease is not signed the property will be rented on a first come basis.

Possession. No Grantor may (aA) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession Dispose of the Offer Space to Tenant by reason of the holding over or retention of relinquish possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable Pledged Equipment and Pledged Tooling Inventory to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby anyone except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant applicable Grantors shall have the right (w) to withdraw its Acceptance Notice Dispose to the extent permitted under Section 6.04 of the Loan Agreement and in the ordinary course of business, (x) to transfer possession of any Pledged Equipment and Pledged Tooling Inventory in the ordinary course of business to the manufacturer thereof or any other organization for testing, overhaul, repairs, maintenance, alterations or modifications (to the extent required or permitted by written notice thereof given on the terms hereof) or before to any Person for the date purpose of transport to any of the foregoing; provided that such Grantor covenants to promptly pay when due any payment obligation resulting in a mechanic’s or other Lien related to such testing service, repair, maintenance, overhaul, alternation, modification, or transport, (y) to subject any Pledged Equipment and Pledged Tooling Inventory to a maintenance servicing agreement arrangement entered into and operated in the ordinary course of business or (z) to transfer in the ordinary course of business any Pledged Equipment and Pledged Tooling Inventory between any of the locations specified in Schedule 2.1; provided, however, that if the applicable Grantor’s title to any such Pledged Equipment and Pledged Tooling Inventory shall be thirty divested under any situation described in clauses (30x) days after through (z) above, such divestiture shall be deemed to be a Disposition with respect to such Pledged Equipment and Pledged Tooling Inventory subject to the end provisions of Section 2.06(b) of the aforesaid one Loan Agreement or (1B) year period commingle at any location its Pledged Equipment and Pledged Tooling Inventory that constitute Collateral with (i) other Pledged Equipment and Pledged Tooling Inventory of the applicable Grantor not constituting Collateral or (ii) the Pledged Equipment and Pledged Tooling Inventory of another Affiliate if such other Affiliate has pledged Pledged Equipment and Pledged Tooling Inventory which are not Collateral to secure any other Indebtedness or obligations, unless prior the ownership of each such commingled Pledged Equipment and Pledged Tooling Inventory can be definitely determined at all times by reference to the giving applicable Grantor’s or Affiliate’s Pledged Equipment and Pledged Tooling Inventory tracking number and system, as applicable; provided that Pledged Equipment and Pledged Tooling Inventory that are segregated on a separate aisle, shelf or in a separate storage bin or other storage unit or area shall not be considered as having been commingled even though such Pledged Equipment and Pledged Tooling Inventory are present at the same location so long as the applicable Grantor install signs in or on each such aisle, shelf, bin or other storage unit or area containing Collateral bearing the inscription: “Property of [GRANTOR], Mortgaged to THE BANK OF NEW YORK MELLON as Collateral Agent for the benefit of the Secured Parties” (such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space sign to Tenantbe replaced if there is a successor Collateral Agent).

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to will deliver possession on of the date Premises to Tenant within one business day after the mutual execution of this Lease and Tenant’s delivery to Landlord of the Security Deposit, the portion of Tenant’s first month’s rent set forth in Section 8 of this Lease, and the Offer Notice certificates of insurance required by this Lease. Tenant has thoroughly inspected the Premises and accepts the Premises in its as-is condition with no right to require Landlord to perform any work to the Premises, other than Landlord’s obligation to replace the HVAC units as provided in this paragraph and except as otherwise expressly provided below in this paragraph. From the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of initially takes possession of any tenant or occupant portion of the Offer Space (i) Landlord shall not Premises, Tenant will be liable solely responsible for all utilities and services provided to Tenant for any failure by a then existing tenant the Project and payment or occupant to vacate any reimbursement of the Offer Spacecosts for all such items. Tenant waives all warranties, whether express or implied (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession including any warranties of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewithmerchantability or fitness for a particular purpose), if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and Premises, except as follows: (a) Landlord represents that to its actual knowledge the Offer Space shall Project does not be affected thereby except that the term contain any Hazardous Materials in violation of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. Applicable Regulations, (b) Landlord represents that the plumbing, electrical, and life-safety systems (the “Building Systems”) at the Project are, or by the Rent Commencement Date will be, in good working order, and (c) before the Rent Commencement Date, at Landlord’s cost, Landlord shall replace the existing HVAC box car units at the Project with new HVAC units capable of approximately 200 tons of capacity. Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in this Lease, Tenant is not obligated to pay for and Landlord will pay for any repair or replacement costs incurred during the Offer Notice 12 months after the Rent Commencement Date resulting from defects in the Building Systems, except to the extent that such repairs or replacements are necessitated by reason Tenant’s use of the holding over Building Systems in excess of their capacity or retention of possession of by Tenant’s negligence or willful misconduct (and this sentence does not affect Tenant’s obligations to pay all normal maintenance costs during such one-year warranty period for the Building Systems). Landlord shall assign its rights to Tenant, on a non-exclusive basis, under any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior roof and HVAC warranties with respect to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantProject.

Possession. 6.1 Before possession is offered the Vendor shall make timely and necessary application(s) to the concerned authorities and/or bodies and shall: (a) If Tenant exercises its right to lease Obtain completion certificate from the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except Architect certifying that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementUnit is fit for occupancy and for taking possession. (b) Notwithstanding anything Apply for Occupancy Certificate from the Kolkata Municipal Corporation. (c) Obtain water, drainage, sewerage, electric and other essential services connected to the contrary contained Said Unit. 6.2 It is however agreed by and between the parties hereto, that the Vendor shall not be responsible or accountable or to be held liable for any delay in this Section 37.5, if Landlord approving and/or processing of above mentioned application(s) by the concerned authorities and such delays shall not form part of (or included in) the time limit set out in Clause 5.1. 6.3 The Purchaser shall unless he/she/they/it takes possession earlier be deemed to have failed to deliver taken possession of such Offer Space on or before the Said Unit upon expiry of 15 (Fifteen) days from the date which is one (1) year of notice for delivery of possession by the Vendor to the Purchaser, hereinafter called the Date of Possession, irrespective of when the Purchaser takes actual physical possession of the Said Unit. PROVIDED THAT such notice for possession shall be issued by the Vendor to the Purchaser after complying with its obligations in terms of this Agreement. 6.4 The Purchaser agrees to take possession of the anticipated Offer Space Commencement Date set forth Said Unit notwithstanding completion of all Common Areas & Facilities in the Offer Notice by reason said New Building. The moment the Unit of the holding over Purchaser shall be habitable for use, the same shall be deemed to have been ready for possession irrespective of whether all the Common Areas & Facilities are complete or retention not. 6.5 At the request of the Purchaser, the Vendor may at its option and subject to such conditions as it may deem fit, allow the Purchaser to have temporary access to the Said Unit for interiors and furniture works at its own costs PROVIDED THAT the Purchaser has made full payment of the Sale Price, Extras and Deposits and has also completed the registration of the Said Unit. The Purchaser shall complete the interiors and furniture works without disturbing or causing inconvenience to the Vendor or purchasers / occupants of other Units and without making any change in the structure and construction of the Said Unit. During such period the Vendor shall continue to be in possession of any tenant the Said Unit and the Purchaser shall only have a revocable and temporary license to have access to the Said Unit for the aforesaid limited purpose and shall not be entitled to actually occupy, use or other occupant or for any other reasonenjoy the Said Unit, then Tenant shall have till possession is given by the right to withdraw its Acceptance Notice Vendor by written issuing the notice thereof given of possession. Cost incurred towards electricity and cleaning charges on or before the date that this account shall be thirty (30) days after reimbursed by the end of the aforesaid one (1) year period unless prior Purchaser to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantVendor.

Possession. (a) Taking possession by Lessee shall be conclusive evidence as against Lessee that the premises were in good order and satisfactory condition when Lessee took possession. No representation respecting the condition of the premises or the Building has been made by Lessor to Lessee unless contained herein; and no promise of Lessor to prepare, alter, or improve the premises for Lessee's use and occupancy shall be binding upon Lessor unless contained herein or in Lessor's Work Letter, which Work Letter, if any, has been signed by Lessor and Lessee and is attached hereto and made a part hereof. If Tenant exercises its right Lessor is required to lease perform any space preparation work in the Offer Space premises pursuant to a Work Letter, Lessee's obligation to pay the rent reserved hereunder shall commence upon the date that Lessor has substantially completed the work specified therein and Landlord has so notified Lessee, in writing, or if Lessor's space preparation work has been delayed due to an act or omission of Lessee, then at such earlier date as the work would have been completed but for such act or omission. If such date shall be other than the first day of a calendar month, the rent for such month shall be prorated on a per-diem basis. If, with Lessor's consent, Lessee is allowed to occupy or enter the premises prior to the date of the commencement of the term of this Lease, then all provisions hereof shall be in full force and effect as soon as Lessee occupies the premises, and Lessee shall immediately commence paying rent on a per-diem basis to the date of commencement of the term. If Lessor shall be unable to deliver possession of the premises on the date of the commencement of the term hereby created because of the holding over of any tenant, or tenants, or for any other cause beyond Lessor's reasonable control, then the payment of rent shall not commence until the date possession of the premises is delivered to Lessee. Lessee agrees to accept such allowance and abatement of rent as liquidated damages, in full satisfaction for the failure of Lessor to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space commencement of the term, and to Tenant the exclusion of all claims and rights which Lessee might otherwise have by reason of the holding over or retention delivery of possession not being made on that date. Failure to deliver possession on the date of any tenant or occupant commencement of the Offer Space (i) Landlord term shall not, in any event, extend or be deemed to extend, the term of this Lease. Unfinished extra work, if any, undertaken by Lessor for Lessee shall not be considered in determining the date of delivery of possession to Lessee. This Lease does not grant any possessory or other rights to light or air except over property over public streets kept open by public authority, and Lessor shall not be liable to Tenant Lessee for any failure by a then existing tenant expense, injury, loss, or occupant to vacate any of the Offer Spacedamages resulting from work done in or upon, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over use of, any adjacent or retention of possession of any tenant nearby building, land, street, or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantalley.

Possession. Neither Grantor shall, without the prior written consent of the Collateral Agent, lease (awhether by way of a finance lease, operating lease, or otherwise) If Tenant exercises its right or otherwise in any manner deliver, transfer or relinquish possession of any Engine; provided that, so long as no Event of Default shall have occurred and be continuing at the time of such delivery, transfer or relinquishment of possession or installation and so long as such action shall not deprive the Collateral Agent of the perfected and enforceable Lien of this Mortgage on such Engine, and subject in all cases to lease the Offer Space and Landlord is unable to deliver possession on the date any limitations or requirements set forth in the Offer Notice Credit Agreement, the Grantors may, without the prior written consent of the Collateral Agent, so long as the date on which Landlord anticipates delivering possession Grantors shall comply with any other applicable requirements of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space this Mortgage: (i) Landlord subject such Engine to normal interchange or pooling agreements or similar arrangements, in each case customary in the commercial airline industry and entered into by the Grantors in the ordinary course of its business with any Certificated Air Carrier; provided, that (A) no transfer of the registration of any airframe on which such Engine is installed shall be effected in connection therewith, (B) no such interchange or pooling agreement or arrangement contemplates, requires or results in the transfer of title to such Engine, (C) if the Grantors’ title to such Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine, and the Grantors shall comply with Section 3.01 hereof in respect thereof and (D) upon entering into such arrangement, the Grantors shall provide notice thereof to the Collateral Agent and shall furnish copies of the relevant agreements associated therewith to the Collateral Agent; (ii) deliver possession of such Engine to the Manufacturer thereof or to any other Person for testing, service, repair, maintenance or overhaul work on such Engine or any part of any thereof or for alterations or modifications therein or additions thereto to the extent required or permitted by the terms hereof; (iii) install an Engine on an airframe owned by the Grantors which airframe is free and clear of all Liens, except: (A) Permitted Liens, (B) the rights of Certificated Air Carriers under interchange agreements that would be permitted under clause (i) above, provided that Grantors’ title to such Engine shall not be liable to Tenant for any failure by divested as a then existing tenant result thereof and (C) mortgage Liens or occupant to vacate any of the Offer Spaceother security interests, provided, that (as regards this clause (C)), (iix) Landlord such mortgage Liens or other security interests effectively provide that such Engine shall not become subject to the Lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe, and (y) the Grantors shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession a Recognition of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or Rights Agreement within ten (10) days thereafter Landlord Business Days of such installation; (iv) install an Engine on an airframe leased to the Grantors or purchased by the Grantors subject to a conditional sale or other security agreement, provided that (x) such airframe is free and clear of all Liens, except: (A) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees and (B) Liens of the type permitted by subparagraph (iii) of this Section 2.01(c), and (y) such lease, conditional sale or other security agreement effectively provides that such Engine shall have delivered vacant not become subject to the Lien of such lease, conditional sale or other security agreement or any other right, title or interest of such lessor, seller or secured party, notwithstanding the installation thereof on such airframe, and the Grantors shall use commercially reasonable efforts to obtain a Recognition of Rights Agreement within ten (10) Business Days of such installation; (v) transfer possession of such Offer Space Engine to Tenantthe United States or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program so long as the Grantors shall promptly notify the Collateral Agent (x) upon transferring possession of such Engine to the United States or any agency or instrumentality thereof pursuant to this clause (v) and (y) in the case of a transfer involving the Civil Reserve Air Fleet Program, of the name and the address of the Contracting Office Representative for the Military Airlift Command of the United States Air Force to whom notice must be given; (vi) transfer possession of such Engine to the United States or any instrumentality or agency thereof pursuant to a lease, contract or other instrument, a copy of which shall be provided to Collateral Agent and provided that the Collateral Agent is provided prompt written notice thereof; or (vii) provided that no Event of Default has occurred and is continuing, and to the extent expressly permitted by the Credit Agreement, sell or dispose of such Engine, with the proceeds of such sale or disposition being distributed in the manner specified in the Credit Agreement and with such Engine being released from the terms hereof. The rights of any transferee who receives possession by reason of a transfer permitted by this Section 2.01(c) shall be during the period of such possession, subject and subordinate to, all the terms of this Mortgage, including, without limitation, the covenants contained in this Article 2, including the inspection rights contained in Section 2.04, and the Collateral Agent’s right to repossess an Engine, as applicable, and to avoid and terminate any such arrangement upon such repossession (and the Collateral Agent may require specific subordinations of said interest be obtained and filed or registered to perfect the same), and the Grantors shall remain primarily liable for the performance of all of the terms of this Mortgage, and the terms of any such arrangement shall not permit any Person to take any action not permitted to be taken by the Grantors in this Mortgage with respect to such Engine. No interchange agreement, pooling agreement or other relinquishment of possession of an Engine shall in any way discharge or diminish any of the Grantors’ obligations to the Collateral Agent under this Mortgage or constitute a waiver of the Collateral Agent’s rights or remedies hereunder or under any Loan Document, and the Grantors shall notify the Collateral Agent of the location of each Engine in each Borrowing Base Certificate. In the case of any arrangement entered into pursuant to this Section 2.01(c), the Grantors will include in the documentation relating thereto appropriate provisions that make such arrangement expressly subject and subordinate to this Mortgage, including the Collateral Agent’s and each Lender’s right to avoid or otherwise terminate such arrangement in the exercise of its rights to repossession hereunder. No such arrangement shall be entered into unless the Grantors shall reimburse the Collateral Agent for all of its reasonable and documented out-of-pocket fees and expenses (including reasonable fees and disbursements of outside counsel) incurred in connection therewith. The Collateral Agent acknowledges that any consolidation or merger of the Grantors or conveyance, transfer or lease of all or substantially all of the Grantors’ assets permitted by and in conformance with the Credit Agreement shall not be prohibited by this Section 2.01. Any arrangement entered into pursuant to this Section 2.01(c) shall not permit any further leasing of the applicable Engine.

Possession. (a) If Tenant exercises its right 6.1 The Developer shall endeavour to lease make the Offer Space said Flat ready for delivery of possession within the period mentioned in Part-III of the Second Schedule hereto subject to Force Majeure and/or reasons beyond the control of the Owner and Landlord is unable the Developer, in which circumstances the time shall automatically stand suitably extended and the Purchaser shall not be entitled to deliver make or raise any claim whatsoever. The said Flat shall be deemed to be ready for delivery of possession on upon the date set forth in same being completed internally and reasonable ingress to and egress from the Offer said Flat being provided along with temporary or permanent water, drainage, sewerage, electricity and lift facilities/connections. The Developer shall thereafter issue a Notice as to the date on which Landlord anticipates delivering Purchaser calling upon the Purchaser to take possession of the Offer Space to Tenant by reason said Flat (“Possession Notice”) within a period of 15 days from the date of the holding Notice after making payment of all dues and complying with all other outstanding obligations of the Purchaser at the relevant time. It shall not be obligatory for the Developer to complete the Common Portions & Facilities in all respects before giving the Possession Notice and the decision of the Architect in this regard being final and binding. 6.2 The Purchaser shall be entitled to receive the physical possession of the said Flat only upon prior payment of all dues including the Agreed Consideration, the Additional Payments and the Deposits and also upon due compliance with and/or performance of all the covenants, undertakings and obligations required to be complied with and/or performed on the part of the Purchaser in pursuance of this Memorandum or otherwise required by law, all of which shall be conditions precedent. The Owner and/or the Developer shall have the option to offer the said Flat Unit for the purpose of possession subject to simultaneous execution and registration of the Deed of Conveyance in favour of the Purchaser. In such an event, the Purchaser shall also take all necessary steps for enabling execution and registration of the Deed of Conveyance in respect of the said Flat Unit in its favour simultaneously with the handing over or retention of possession of any tenant or occupant the said Flat. The obligation to make over possession of the Offer Space (i) Landlord said Flat by the Owner and the Developer shall arise only after all the above are complied with and/or performed by the Purchaser and prior thereto the Purchaser shall not be liable entitled to Tenant for any failure by a then existing tenant ask, demand or occupant to vacate seek delivery of possession of the said Flat . 6.3 In the event of the Purchaser not making full payment and/or not complying with any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant obligations and/or not taking possession of the Offer Space said Flat within ninety (90) days after the anticipated availability date as stated by Landlord period specified in the Offer Notice and in connection therewithPossession Notice, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect the Purchaser shall be deemed to the Premises have committed default and the Offer Space consequences mentioned in the Ninth Schedule hereto shall follow. 6.4 With effect from the Date of Possession, the Purchaser shall be deemed to have been fully satisfied regarding the construction, specifications, built-up and super built-up areas, workmanship, materials used and structural stability and completion of the Buildings, the Common Portions & Facilities and the said Flat and shall not be affected thereby except that entitled to raise any objection or make any claim regarding the term same. 6.5 After the Date of Possession or within 30 days from the date of execution of the lease with respect Deed of Conveyance, whichever is earlier, the Purchaser shall apply for mutation to the Offer Space Authorities and shall not commence until Landlord shall deliver vacant possession take all necessary steps and complete, at the Purchaser’s own costs, the mutation of the Offer Space to Tenant. The terms set forth said Flat Unit in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” Purchaser’s name within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement6 months thereafter. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. Section 23.1 (aA) If Tenant exercises its right to lease the Offer Space and Landlord is shall be unable to deliver possession of the Premises or any additional space to be included within the Premises on the specific date set forth (if any) designated in this Lease for the Offer Notice as the date on which Landlord anticipates delivering possession commencement of the Offer Space to Tenant by Term or for the inclusion of such space for any reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) whatsoever, Landlord shall not be liable subject to any liability therefor and the validity of this Lease shall not be impaired thereby, but the Commencement Date shall be postponed until three (3) Business Days following notice from Landlord that the Premises or such additional space are available for occupancy by Tenant. Tenant for expressly waives any failure by other right to rescind this Lease under Section 223-a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts New York Real Property Law or under any present or future statute of similar import then in force and further expressly waives the right to obtain and recover any damages that may result from Landlord’s failure to deliver to Tenant vacant possession of the Offer Space within ninety Premises or such additional space on the specific date (90if any) days after designated for the anticipated availability date as stated by Landlord in commencement of the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except Term. Tenant agrees that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 Article 23 are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a a. Tenant expressly acknowledges that the Space A Premises is currently occupied by Emisphere and that the Commencement Date is conditioned upon the execution and delivery of an amendment of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything lease between Emisphere and Landlord which will terminate such lease with respect to the contrary contained in this Section 37.5, if Landlord shall have failed Space A Premises. Back to deliver possession of such Offer Space on or before the date which is one Contents (B) (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of If Landlord has not delivered possession of any tenant or other occupant or for any other reasonSpace A Premises by January 1, then 2004, Tenant shall have the right to withdraw may terminate this Lease and receive a full refund of all of its Acceptance Notice by Security Deposit and pre-paid Fixed Rent upon five (5) days written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantLandlord.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver give possession of the Space Leased on the date set forth in herein fixed for the Offer Notice as the date on which Landlord anticipates delivering possession commencement of the Offer Space to Tenant demised term, by reason of the holding over of a tenant in possession thereof, or retention of possession of for any tenant or occupant other cause beyond the Landlord's control, unless the Landlord elects to terminate this Lease, as hereinafter provided, this Lease and all its provisions, including the date herein fixed for expiration of the Offer Space leased term, shall nevertheless continue in full force and effect, except that in said event: (ia) Landlord shall not shall, at its sole expense, take such steps as may be liable reasonably necessary to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant recover possession of the Offer Space within ninety (90) days after Leased from such holdover tenant, and shall give the anticipated availability date Tenant prompt written notice as stated by Landlord in soon as the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover Space Leased is ready for Tenant's occupancy or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer said Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.Leased has been recovered by Landlord; (b) Notwithstanding anything The Tenant's obligation to pay rent herein reserved shall not become effective until the fifteenth (15th) day ensuing after the giving by the Landlord to the contrary contained Tenant herein of written notice provided for in this Section 37.5, if the preceding clause hereof. If Landlord shall have failed is unable to deliver give possession of such Offer the Space Leased on or before the date which is one (1) year after herein fixed for the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason commencement of the holding over lease term, or retention of possession of any tenant or other occupant or within sixty (60) days thereafter, for any other reasonof the aforesaid reasons, then the Landlord or Tenant shall have the right to withdraw its Acceptance Notice may, by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter other party, terminate this Lease. If this Lease be terminated pursuant to these provisions, the Landlord shall have delivered vacant possession of such Offer Space refund to Tenantthe Tenant any rent prepaid or security deposited by the Tenant with the Landlord, and thereupon this Lease and all rights and obligations hereunder shall cease and come to an end in the same manner and with the same force and effect as if this Lease had not been entered into.

Possession. Except as otherwise expressly provided herein (a) or by written instrument signed by Landlord or Agent), Landlord shall deliver possession of the Premises to Tenant on or before the Commencement Date in their condition as of the execution and delivery hereof, reasonable wear and tear excepted. If Landlord permits Tenant exercises to occupy the Premises for conduct of its right business prior to lease the Offer Space Commencement Date, then such occupancy shall be subject to all the terms and conditions of this Lease, including payment of Rent from and after the date of Tenant's occupancy. If Landlord permits Tenant to enter upon the Premises prior to the Commencement Date solely to fit the Premises for its use, then such occupancy shall be subject to all the terms and conditions of this Lease (except payment of Base Rent, Tenant's Pro Rata Share of Expenses and Tenant's Pro Rata Share of Taxes). If Landlord shall be unable to deliver possession of the Premises on the Commencement Date for any reason, Landlord shall not be subject to any liability for the failure to give possession on said date, nor shall the validity of this Lease or the obligations of Tenant hereunder be in any way affected. Under such circumstances, unless the delay is the fault of Tenant, Rent and other charges hereunder shall not commence until the later of the date possession of the Premises is given or the Commencement Date. Provided, however, notwithstanding any other provision herein contained to the contrary, if the Landlord is unable to deliver possession of the Premises on the date set forth Commencement Date, Landlord shall pay to Tenant its out-of-pocket expenses, not to exceed $3,000 in the Offer Notice aggregate, incurred as the date on which Landlord anticipates delivering possession result of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any Landlord's failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space the Premises on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantDate.

Possession. (a) If Tenant exercises its right shall be entitled to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in first day of the Offer Notice as term of this Lease, and shall yield possession to Landlord on the date on which this Lease terminates, except as herein otherwise expressly provided. 16.1 The Leased Premises shall be deemed ready for Tenant’s occupancy when: 16.1.1 Landlord anticipates delivering shall, at its cost and expense, complete the restoration and leasehold improvements subject to the terms, covenants and conditions set forth in this Lease; 16.1.2 A certificate of occupancy has been issued for the Leased Premises which permits the Leased Premises to be used for the purposes set forth in this Lease, without alterations, changes or additions; 16.1.3 Landlord can furnish and supply the Leased Premises with all services required to be furnished and supplied by Landlord pursuant to the provisions of this Lease; and 16.1.4 Landlord shall have given Tenant written notice that the above conditions have been met. 16.2 The term of this Lease shall commence on the first day that Tenant is entitled to possession of the Offer Space premises, or on the day of , 20 , whichever date is later. It is understood that the agreed time for the commencement of this Lease is an important prerequisite to Tenant by reason the execution of this Lease. If commencement of the holding over or retention Lease term does not begin within the time specified in this Lease, the delay will disrupt the delivery of possession services by Tenant to the public. Since fixing the actual monetary value of damages sustained by Tenant because of any tenant delay or occupant termination under this section of the Offer Space Lease may be impractical or extremely difficult, Landlord and Tenant agreed that Landlord shall pay Tenant as liquidated damages, and not as a penalty, an amount calculated as follows: 16.2.1 The sum of One Hundred Fifty Dollars (i$150.00) per day for each calendar day’s delay in the commencement of the Lease up to the time possession is delivered by the Landlord. In the event that the actual losses, costs, damages and expenses which Tenant can determine exceed the sum of One Hundred Fifty Dollars ($150.00) per day, Landlord shall be liable for and indemnify Tenant for Tenant’s actual losses, costs, damages and expenses. Tenant shall not be liable to Landlord for the payment of rent or the payment of any other obligation to be paid by Tenant under this Lease until the improvements are completed and Tenant has had access to the Leased Premises with sufficient time to make its improvement, install its machinery, equipment, fixtures, and the like and the Leased Premises are ready for any failure occupancy by a then existing tenant or occupant Tenant. Any delay in the delivery of possession by Landlord to vacate any Tenant of the Offer Space, (ii) Leased Premises as may be provided for herein shall not serve to extend the term of this Lease; or 16.2.2 In the event Landlord shall use commercially reasonable efforts fails to obtain and deliver to Tenant vacant possession of the Offer Space Leased Premises within ninety sixty (9060) days after the anticipated availability above stated date as stated by Landlord of possession, Tenant shall have the option of canceling this Lease. If Tenant cancels this Lease under this section, liquidated damages shall accrue at the rate of One Hundred Fifty Dollars ($150.00) per day for each calendar day’s delay in the Offer Notice commencement of the Lease from the date notice of cancellation is given to Landlord until the date Tenant obtains complete substituted performance and commences 16.2.3 In the event that Landlord is unable to complete the improvements and allow Tenant access to the Leased Premises for the purposes of making Tenant’s improvements and installing its machinery, equipment, fixtures, and the like, so as to make the Leased Premises ready for occupancy by Tenant on or before , 20 , Tenant may at its option terminate this Lease by giving notice in connection therewithwriting to Landlord, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant together with all of such Offer Space and (iii) Tenant’s obligations under this and liabilities hereunder. This Lease with respect to the Premises shall become null and void and the Offer Space parties shall not be affected thereby have no further obligation or liability to each other except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession be liable to and indemnify Tenant against any losses, costs, damages, and expenses, ordinary and extraordinary, foreseen and unforeseen, of every nature kind and description, as the Offer Space result of, arising out of, or related to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed Landlord’s failure to deliver possession of the Leased Premises. In the event of any such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth default by Landlord, Tenant shall use reasonable efforts to mitigate any damages. 16.2.4 Nothing in the Offer Notice by reason this section shall prohibit a waiver of the holding over or retention liquidated damage provisions by Tenant in favor of possession Landlord if adequate consideration is given. 16.3 Landlord grants Tenant the first right of any tenant or other occupant or refusal to lease the Leased Premises should Landlord offer the Leased Premises for any other reason, then rent during the last year of the Lease term. Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.sixty

Possession. (a) If Tenant exercises its right to lease the Offer Space Landlord represents and warrants that Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering full possession of the Offer Space to Tenant by reason of Premises (except for the holding over or retention of possession of any tenant or occupant of Landlord Occupied Portion) in Substantially Complete Condition no later than the Offer Space (i) Landlord shall not be liable to Tenant Target Commencement Date. If for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) reason Landlord shall use commercially reasonable efforts to obtain and does not deliver to Tenant vacant full possession of the Offer Space within ninety Premises (90except for the Landlord Occupied Portion) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space Substantially Complete Condition on or before the date Target Commencement Date, the parties agree that Tenant shall have been deprived of an important right under this Lease and, as a result thereof, will suffer damages in an amount which is not readily ascertainable and thus, in such event, Tenant shall have the right to collect, as liquidated damages and not as a penalty, an amount equal to $1,500 per day for each day of such delay in the period commencing on the Target Commencement Date and ending on the earlier to occur of (i) the date upon which Landlord delivers the Premises (except for the Landlord Occupied Portion) in Substantially Complete Condition, and (ii) the Termination Date. In addition, if for any reason Landlord does not deliver full possession of the Landlord Occupied Portion in Substantially Complete Condition to Tenant on or before the Vacation Date, then, commencing on the Vacation Date, (x) Tenant shall receive a one (1) year after the anticipated Offer Space Commencement Date set forth day abatement of Base Rent and Additional Rent for each day of such delay in the Offer Notice by reason period commencing on the Vacation Date and ending on the date upon which Landlord delivers possession of the holding over or retention Landlord Occupied Portion to Tenant in Substantially Complete Condition (the “Initial Delivery Delay Abatement Period”) (any such Initial Delivery Delay Abatement Period shall be in addition to the Rent Credit pursuant to Section 6.5), and (y) Tenant may terminate Landlord’s right of possession and repossess any portion of any tenant the Premises occupied by Landlord by detainer suit, summary proceedings or other occupant or for any other reasonlawful means. If Landlord fails to tender possession of the entire Premises (including the Landlord Occupied Portion) in Substantially Complete Condition by the thirtieth day following the Vacation Date (the “Termination Date”), then Tenant shall have the right to withdraw its Acceptance Notice by right, upon prior written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless to Landlord, to terminate this Lease, unless, prior to the giving Termination Date specified in Tenant’s Termination Notice, Landlord tenders possession of such the entire Premises (including the Landlord Occupied Portion) in Substantially Complete Condition to Tenant. Tenant shall at all times have the rights and remedies (which shall be cumulative with each other and in addition to those rights and remedies available to Tenant under this Article 4), of any Applicable Laws and other provisions of this Lease, without prior demand or notice except as required by the Applicable Laws or within ten this Lease, including without limitation the right to seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any provision hereof. Landlord agrees to reimburse Tenant promptly on demand the amount of any and all costs, claims and expenses, including reasonable attorneys’ fees and costs incurred by Tenant in connection with enforcing its rights under this Article 4 or this Lease. On the Commencement Date, Tenant shall be deemed to have accepted the Premises (10other than the Landlord Occupied Portion) days thereafter subject to all Applicable Laws governing and regulating the use of the Premises, and accepts this Lease subject thereto as to all matters disclosed thereby and by any Exhibits attached to the Lease. Landlord represents and warrants the Tenant’s Use is permitted by and in compliance with all Applicable Laws governing and regulating the use and zoning of the Premises, the applicable Planned Community Program and the Exception Documents (assuming Tenant’s Use is substantially similar to Landlord’s prior use of the Premises). Except for the Landlord Occupied Portion, Tenant shall have delivered vacant possession of such Offer Space unlimited access to Tenantthe Premises 24 hours a day/7 days a week.

Possession. (a) If Tenant exercises its right The Landlord shall perform certain work (“Landlord’s Work”) pursuant to lease plans to be mutually agreed upon by the Offer Space and parties. Prior to beginning Landlord’s Work, Landlord is unable to deliver possession on the date set forth shall obtain a minimum of three (3) bids from Class A contractors licensed in the Offer Notice as Commonwealth of Virginia for the date on which work consistent with Tenant’s approved plans and budget, including a 3% construction management fee to the Landlord. In selecting the contractor to perform Landlord’s Work, Landlord anticipates delivering shall consult with Tenant. ▇▇▇▇▇▇▇▇ agrees to tender to Tenant possession of the Offer Space to Tenant by reason Leased Premises upon substantial completion of the holding over work to be performed by Landlord or retention its authorized contractor. It is understood and agreed that ▇▇▇▇▇▇ has inspected and accepts the Leased Premises in its “as is” condition subject to the Landlord’s Work and subject to Landlord’s regular maintenance obligations as described elsewhere in this Lease. Tenant’s taking possession shall be conclusive evidence that the Leased Premises specified in Section 1.1 are in good and satisfactory condition at the time Tenant takes possession. All the work required of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable at Tenant’s sole cost and expense, subject to Tenant Tenant’s approved plans and budget and Tenant’s reasonable acceptance of Landlord’s Work before the Leased Premises is considered “delivered” (for any failure by a then existing tenant or occupant to vacate any the purposes of determining the Offer SpaceRent Start Date, (iiamong other things) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything If Landlord does not tender possession of the Leased Premises to Tenant within one hundred and eighty (180) days of the Lease Commencement Date, then either Tenant (provided Tenant has not been the primary cause of such failure by Landlord) or Landlord may terminate this Lease by giving written notice to the contrary contained in other party at any time before Landlord tenders possession of the Leased Premises to Tenant. In such event, Landlord shall reimburse Tenant for any advance rent and deposits actually paid by ▇▇▇▇▇▇, after deducting amount for items accrued and not yet paid, and both parties shall be relieved of all obligations under this Lease. (c) For the purposes of this Section 37.52.2, if "substantial completion" of the Landlord’s Work shall mean when all of Landlord’s Work to be performed pursuant to Tenant’s approved plans, except for minor items of work and minor adjustments of equipment and fixtures that can be completed after occupancy of the Leased Premises without causing material interference with Tenant's reasonable use of the Leased Premises (i.e., "punch-list" Items) in accordance with the "Use of Premises" as defined in Section 1.8 of the Lease. In the event Landlord is delayed in achieving substantial completion of the Leased Premises due to any act or omission of Tenant, then each such day of delay by Tenant shall have failed to deliver possession of such Offer Space on or before not be counted when determining the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantsubstantial completion.

Possession. (a) Sublandlord shall use reasonable efforts to tender possession of each Phase of the Sublease Premises to Subtenant on or before the Commencement Date for such Phase, vacant of all occupants and in the condition required by section 6 below. If Tenant exercises its right requested by Sublandlord, Subtenant shall execute an amendment to lease this Sublease setting forth the Offer Space actual Commencement Date for a Phase and Landlord is unable the Base Rent then applicable to such Phase; provided, however, that Subtenant's failure to execute such an amendment shall not affect Subtenant's obligations under this Sublease. If Sublandlord, for any reason whatsoever, fails to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of any Phase of the Offer Space Sublease Premises to Tenant Subtenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space Commencement Date for such Phase, then (i) Landlord this Sublease shall not be void or voidable, (ii) Sublandlord shall not be liable to Tenant Subtenant for any failure by a then existing tenant loss or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space damage resulting therefrom and (iii) Tenant’s obligations under the Term of this Lease Sublease shall not be extended. However, in that event, the Commencement Date for such Phase shall be delayed until the date on which Sublandlord tenders possession of such Phase to Subtenant, and Subtenant shall not be liable for the payment of Rent with respect to such Phase until the Premises and Commencement Date for such Phase has occurred. Notwithstanding the Offer Space foregoing, (x) Sublandlord shall not be affected thereby except that the term have a period of two weeks from completion of the lease with respect second floor demising wall (described in paragraph (B)(1)(b) of Exhibit D hereto) to relocate its operations to the Offer Space shall not commence until Landlord shall deliver vacant second floor of the Phase 4 Premises, without such period constituting a delay by Sublandlord in tendering possession of the Offer Space to Tenant. The terms set forth Sublease Premises, and (y) if Sublandlord is delayed in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver tendering possession of such Offer Space a Phase on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth for such Phase as a result of the act or omission of Subtenant, then the Commencement Date for such Phase shall be the date on which the Commencement Date for such Phase would have occurred in the Offer Notice absence of such delay by reason Subtenant. Sublandlord acknowledges that Sublandlord will be able to relocate its operations from the Phase 1, 2 and 3 portions of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have Sublease Premises into the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end Phase 4 portion of the aforesaid one Sublease Premises when the demising walls for the second floor portion of Phase 4 (described in paragraph (B)(1)(b) of Exhibit D hereto) are complete and the first floor portion of Phase 4 is separately demised and secure. Such first floor demising work sufficient to enable Sublandlord to vacate the first floor portions of Phases 1, 2 and 3 may be satisfied by Subtenant either completing the first floor demising wall described in paragraph (B)(1)(a) year period unless prior of Exhibit D hereto or installing temporary partition walls (reasonably acceptable to the giving Sublandlord to separate and provide security for such area) pending completion of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantfirst floor demising wall.

Possession. (a) If Tenant exercises its right No warranties or representations, expressed or implied, are made or intended to lease the Offer Space and Landlord is unable to deliver possession on the date set forth be made by Sublandlord in the Offer Notice as the date on which Landlord anticipates delivering possession respect of the Offer Space Subleased Premises, its physical condition, the uses to Tenant by reason of which the holding over Subleased Premises may be put, or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date other matter pertaining thereto. Except as stated by Landlord in this Sublease, Subtenant accepts the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Subleased Premises and the Offer Space shall not Purchased Items on the Commencement Date in “AS IS” condition. Subtenant agrees and acknowledges that neither Sublandlord nor any agent, attorney, employee or representative of Sublandlord has made any representation respecting the Subleased Premises or has made any warranty, whatsoever, express or implied, regarding the Subleased Premises except as may be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms expressly set forth herein. Notwithstanding the foregoing, or anything in the preceding provisions of this Section 37.5 are intended to constitute “an express provision Sublease to the contrary” within , Sublandlord shall deliver the meaning of Section 223-a Subleased Premises on the Commencement Date, vacant (other than the Purchased Items which shall be in the Subleased Premises) and ready for Subtenant’s exclusive occupancy, broom clean and with all electrical, data cabling, plumbing, heating, ventilation and air conditioning (inclusive of the New York Real Property Law or any successor Requirementsupplemental air conditioning system) systems and such systems’ fixtures servicing the Subleased Premises in good working order. (b) Notwithstanding anything During the Term, Subtenant shall have access to and use of the Sublease Premises at all times permitted under the Prime Lease for the conduct of its business therefrom. (c) Subtenant shall have no right to hold possession of the Subleased Premises after the expiration or termination of the Term of this Sublease. (d) Subtenant shall not occupy or use the Subleased Premises (or permit the use or occupancy of the Subleased Premises) for any purpose or in any manner which: (i) is unlawful or in violation of applicable legal, governmental or quasi-governmental requirement, ordinance or rule (including the Board of Fire Underwriters); (ii) may be dangerous to persons or property; (iii) may invalidate or increase the amount of premiums for any policy of insurance affecting the Building; (iv) creates a nuisance, disturbs any other tenant of the Building or the occupants of neighboring property or injures the reputation of the Building in which the Subleased Premises is located; or (v) violates the Prime Lease. (e) Subtenant shall not make any alterations (including re-painting and re-carpeting) to the contrary contained Subleased Premises without obtaining Sublandlord’s prior written consent. Subtenant shall submit for Sublandlord’s approval all floor plans and plans for alterations or improvements. Subtenant acknowledges that any such consent and/or approval shall also be contingent upon receiving Prime Landlord’s consent and/or approval regarding such alterations, floor plans and/or improvements. In furtherance hereof, Sublandlord acknowledges its review of Subtenant’s Work as outlined in this Section 37.5Exhibit D and approves the same. Subtenant shall perform such work in accordance with the Prime Lease and procure, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonas applicable, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantPrime Landlord’s consent.

Possession. (a) 5.1 Landlord shall tender possession of each Phase upon Substantial Completion of such Phase. If Tenant exercises its right to lease Landlord’s Work for any such Phase is not Substantially Complete on or before the Offer Space and Landlord is unable to deliver possession on the date Estimated Term Commencement Date for such Phase set forth in the Offer Notice Section 2.8, then except as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over set forth in this Section 5.1, this Lease shall not be void or retention of possession of any tenant or occupant of the Offer Space (i) voidable and Landlord shall not be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any of damage resulting therefrom. (a) Notwithstanding the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewithforegoing, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover Landlord has failed to Substantially Complete the 410 Work or other proceedings against such tenant the 420 Work on or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease prior to the Estimated Term Commencement Date with respect to the 410 Work or the 420 Work (as the case may be and subject to extension to the extent Landlord has been delayed in the performance of such 410 Work or 420 Work by Tenant Delay), and provided that Tenant has not elected to exercise its self-help rights (as permitted under Section 4.6 for the Phase under consideration) to perform the Self-Help Completion Work, then the Rent Commencement Date for the Initial Premises shall be deferred (in addition to any deferrals in the Rent Commencement Date otherwise provided in this Lease) by a number of calendar days equal to the sum of: (i) the number of Force Majeure and Unknown Conditions Delay Days, and (ii) the number of days for such Phase as is set forth in the chart below (such days under clauses (i) and (ii) above, for purposes of subsection (a) and (b) of this Section 5.1, and for purposes of Section 10.2 being referred to as “Rent Commencement Deferral Days”); with the understanding that disputes over the determination of the Rent Commencement Deferral Days and the Offer Space shall not be affected thereby except that the term causes of the lease underlying delays with respect thereto shall be determined by arbitration under Section 50 of the Lease and with the further understanding that in the event that both 410 Work and the 420 Work are deferred beyond the Estimated Term Commencement Dates with respect to such Work, then the Rent Commencement Date shall be deferred by a number of Rent Commencement Deferral Days in accordance with this Section 5.1(a) solely with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession Phase with the largest number of Rent Commencement Deferral Days: Portion of Landlord’s Work Number of Rent Commencement Deferral Days for each of the Offer Space to Tenant. The terms set forth in the preceding provisions first 30 Unexcused Delay Days (Unexcused Delay Days 1-30): Number of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a Rent Commencement Deferral Days for each of the New York Real Property Law or any successor Requirement. second 30 Unexcused Delay Days (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession Unexcused Delay Days 31-60): Number of such Offer Space on or before the date which is one (1) year Rent Commencement Deferral Days for each Unexcused Delay Day after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty first 60 Unexcused Delay Days (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.Unexcused Delay Days 61 and greater): 410 Work 1 Day 2 Days 3 Days 420 Work 1 Day 2 Days 3 Days

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord's control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which possession of the Premises is one (1) year after delivered to the anticipated Offer Space Commencement Date set forth Tenant. The rentals herein reserved shall commence on the first day of the Term, provided, however, in the Offer Notice event of any occupancy by reason Tenant prior to the beginning of the holding over or retention Term, such occupancy shall in all respects be the same as that of possession a tenant under this Lease Agreement, and the rental shall commence as of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be thirty (30) days after the end delayed in delivery of the aforesaid one (1) year period unless prior Premises to Tenant due to Tenant's failure to agree to the giving Plans or any delay caused by a party employed by or the agent of Tenant, or by Tenant's failure to pay for the costs of the Tenant Improvements in excess of the T. I. Allowance, then in such case the rental shall be accelerated by the number of days of such notice or within ten (10) days thereafter delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlord shall have delivered vacant possession no responsibility or liability for loss of such Offer Space damage to fixtures, facilities or equipment installed or left on the Premises. By occupying the Premises as a Tenant, or to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease Agreement, except items which are not in compliance with Exhibit A-3 and for 1. Immediately after Tenant's occupancy of the Premises the Landlord and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the square footage of the Premises, and delivery of the Premises in the condition required by this Lease Agreement.

Possession. Tenant has inspected the Expansion Space and agrees to accept the same "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements except as expressly provided in any separate agreement that may be signed by the parties in connection herewith. Any construction, alterations or improvements made to the Expansion Space by Tenant shall be subject to Landlord's prior written approval including without limitation, approval of the plans, specifications, contractors and subcontractors therefor, and all applicable terms and conditions of the Lease relating to construction, alterations or improvements of the Premises, and such other reasonable requirements or conditions as Landlord may impose. During any period that Tenant shall be permitted to enter the Expansion Space prior to the Commencement Date other than to occupy the same (a) e.g., to perform alterations or improvements), Tenant shall comply with all terms and provisions of the Lease, except those provisions requiring payment of Expansion Space Rent. If Tenant exercises its right shall be permitted to lease enter the Offer Expansion Space prior to the Commencement Date for the purpose of occupying the same, Expansion Space Rent shall commence on such date; if Tenant shall commence occupying only a portion of the Expansion Space prior to the Commencement Date, such rent and Landlord is unable to deliver possession charges shall be prorated based on the date set forth in number of rentable square fee occupied by Tenant. The Commencement Date shall be delayed and Expansion Space Rent shall be abated to the Offer Notice as the date on which extent that Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space fails: (i) to substantially complete any improvements to the Expansion Space required to be performed by Landlord shall not be liable to Tenant for under any failure separate agreement signed by a then existing tenant both parties in connection herewith, or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer the Expansion Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then including but not limited to holding over by prior occupants, except to the extent that Tenant, its contractors, agents or employees in any way contribute to either such failures. If Landlord so fails for a ninety (90) day initial grace period, or such additional time as may be necessary due to strikes, acts of God, shortages of labor or materials, governmental requirements, acts or omissions of Tenant, its contractors, agents or employees, or other causes beyond Landlord's reasonable control, Tenant shall have the right to withdraw its Acceptance Notice terminate this Tenant Expansion Agreement by written notice thereof given on or before to Landlord any time hereafter up until Landlord substantially completes any such improvements and delivers the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Expansion Space to Tenant. Any such delay in the Commencement Date shall not subject Landlord to any liability for any loss or damage resulting therefrom, and Tenant's sole remedy with respect thereto shall be the abatement of Expansion Space Rent and right to terminate this Agreement described above. Upon any such termination, Landlord and Tenant shall be entirely relieved of their obligations hereunder, and any Additional Security Deposit and Expansion Space Rent payments shall be returned to Tenant. If the Commencement Date is delayed, the Expiration Date under the Lease shall not be similarly extended, unless the parties expressly agree in writing.

Possession. (aSubject to the provisions of Article 1A(ii) If Tenant exercises its right to lease the Offer Space and hereof, if Landlord is shall be unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering give possession of the Offer Space to Tenant by reason Demised Premises because of the holding over or retention of possession of any tenant occupant thereof or occupant of the Offer Space (i) any alteration or construction work, or for any other reason except as hereinafter provided, Landlord shall not be liable subject to Tenant any liability for any failure by a then existing tenant or occupant to vacate any of the Offer Spacesuch failure. In such event, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to shall stay in full force and effect, without extension of its term. However, the Premises rent and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space hereunder shall not commence until Landlord the Demised Premises are available for possession by Tenant in the condition required hereunder. If delay in possession is caused by Tenant, the term and rent shall deliver vacant possession commence on the date(s) it would have occurred but for such delay. If permission is given to Tenant to occupy the Demised Premises or other premises prior to the date specified as the commencement of the Offer Space term, such occupancy shall be deemed to Tenantbe pursuant to the terms of this Lease, except that the parties shall separately agree as to the obligation of Tenant to pay rent for such occupancy. The terms set forth in the preceding provisions of this Section 37.5 Article are intended to constitute an “an express provision to the contrary” within the meaning of Section 223-a of the 223(a), New York Real Property Law Law. Landlord shall be deemed to have given and/or tendered possession of the Demised Premises to Tenant upon notifying Tenant that the Demised Premises are available for Tenant’s occupancy and, when applicable, that the keys or any successor Requirement. (b) Notwithstanding anything other means of entry to the contrary contained Demised Premises may be obtained from Landlord at Landlord’s (or its agent’s) office in this Section 37.5the Building. Landlord represents that, if Landlord shall have failed to deliver possession as of such Offer Space on or before the date which of this Lease, (i) the Demised Premises are vacant and are not subject to any other lease or occupancy agreement, and (ii) the Building is one (1) year after not subject to any pending or, to the anticipated Offer Space Commencement Date set forth in best of Landlord’s knowledge, threatened code violations or litigation that would be likely to have a material adverse impact on Landlord’s ability to timely complete the Offer Notice by reason Building Work or pay Landlord’s Contribution, or that would otherwise materially delay the completion of Tenant’s Initial Installation or have a material adverse impact on Tenant’s use and occupancy of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantDemised Premises.

Possession. If for any reason the Premises shall not be ready for occupancy by Tenant at the time of commencement of this Lease, this Lease shall not be affected thereby and Tenant waives and releases all claims for damages arising out of any such delay. No rent shall be payable for the period during which the Premises shall not be ready for occupancy unless such delay is caused by Tenant. By moving into the Premises or taking possession thereof, Tenant is deemed to have accepted the Premises and agreed that the Premises is in good order and satisfactory condition, with no representation or warranty by Landlord as to the condition of the Premises or the Building or the suitability thereof for Tenant's use. Tenant by said act waives any and all defects therein. Notwithstanding the foregoing, if there have been no delays caused by Tenant, and the Commencement Date does not occur by June 30, 2000 (athe "Outside Completion Date"), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) If five (5) business days after the Outside Completion Date; and (ii) the Commencement Date. In such event, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any prepaid Rent and Security Deposit previously advanced by Tenant exercises under this Lease and, so long as Tenant has not previously defaulted under any of its obligations under this Lease, the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. Landlord and Tenant acknowledge and agree that: (i) the determination of the Commencement Date shall take into consideration the effect of any delays by Tenant; and (ii) the Outside Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure. Notwithstanding anything herein to the contrary, if Landlord determines that it will be unable to cause the Commencement Date to occur by the Outside Completion Date, Landlord shall have the right to lease provide Tenant with written notice (the Offer Space and Landlord is unable to deliver possession on the date "Outside Extension Notice") of such inability, which Outside Extension Notice shall set forth in the Offer Notice as the date on which Landlord anticipates delivering possession reasonably believes that the Commencement Date will occur. Upon receipt of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer SpaceOutside Extension Notice, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice terminate this Lease by providing written notice thereof given on or before the date that shall be thirty of termination to Landlord within five (305) business days after the end date of the aforesaid one Outside Extension Notice. In the event that Tenant does not terminate this Lease within such five (15) year period unless prior business day period, the Outside Completion Date shall automatically be amended to be the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantdate set forth in Landlord's Outside Extension Notice.

Possession. (a) If Tenant exercises its right to this lease is executed before the Offer Space Premises become ready for occupancy and Landlord is unable cannot deliver possession of the Premises on or before commencement of the Term for any reason other than an omission, delay or default caused by Tenant, rent shall ▇▇▇▇▇ until Landlord can deliver possession, and Tenant hereby accepts such abatement in full settlement of any and all claims Tenant may have against Landlord arising from Landlord's inability to deliver possession on at the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession commencement of the Offer Space Term. Any occupancy by Tenant prior to Tenant by reason the beginning of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Term, even if rent free, shall not in all other respects be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect pursuant to the Premises terms and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 Lease. By occupying the Premises as tenant, Tenant shall be deemed to have accepted the same and acknowledged that the Premises are intended in the condition required hereunder. 5. BASE MONTHLY RENTAL (e) Tenant shall pay in advance to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law Landlord at Landlord's address for rental payments set out in Paragraph 25 hereof, or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if at such other place as Landlord shall have failed to deliver possession designate in writing, promptly, without demand, on the first day of such Offer Space on or before each month during the date Term a base monthly rental (the "BASE MONTHLY RENTAL"), which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that originally shall be thirty NINE THOUSAND THREE HUNDRED TWENTY-TWO AND NO/100 DOLLARS (30) $9,322.00), and which shall be adjusted from time to time as provided in Paragraph 6 hereof. If the Term commences on a day other than the first day of a month, or terminates on a day other than the last day of a month, the Base Monthly Rental for the first and last partial month shall be prorated based upon the actual number of days after the end of the aforesaid one (1) year period unless prior to the giving of in such notice a month. The Base Monthly Rental shall be due and payable in all events, without any setoff or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantdeduction whatsoever.

Possession. (a) If 3.01 Tenant exercises its right acknowledges that it is leasing the Premises in “as-is, where is” condition. 3.02 Subject to lease the Offer Space and representations of Landlord is unable to deliver possession on the date set forth in this Lease, the Offer Notice Premises are accepted by Tenant in “as the date on which Landlord anticipates delivering is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Offer Space to Premises, Tenant by reason of agrees that the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to Tenant for any failure by a then existing tenant or occupant to vacate any deliver possession of the Offer SpacePremises or any other space due to the holdover or unlawful possession of such space by another party, (ii) provided, however, Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of any such space and the Offer Space within ninety (90) days after Commencement Date will be delayed until the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to delivers the Premises and the Offer Space to Tenant. Except as otherwise provided in this Lease, Tenant shall not be affected thereby except that permitted to take possession of or enter the term of the lease with respect Premises prior to the Offer Space Commencement Date without Landlord’s permission. If Tenant takes possession of or enters the Premises before the Commencement Date, Tenant shall be subject to the terms and conditions of this Lease; provided, however, except for the cost of services requested by Tenant (e.g. after hours HVAC service), Tenant shall not commence until be required to pay Rent for any entry or possession before the Commencement Date during which Tenant, with Landlord’s approval, has entered, or is in possession of, the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. 3.03 Subject to the terms and conditions of this Lease including, without limitation, Section 13, and provided Landlord has received the pre-paid Base Rent required by Section 4.01 below, the Security Deposit and all evidence of insurance coverage required hereunder, Tenant shall deliver vacant possession be permitted to enter the Premises from and after the date that is fourteen (14) days prior to the Commencement Date and, at Tenant’s sole risk, solely for the purpose of the Offer Space to Tenant. The terms set forth installing furniture, fixtures and equipment in the preceding Premises. Landlord may withdraw such permission to enter the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant, Tenant’s vendors and contractors or other tenants in the Building. Such early entry shall be subject to all the terms and provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5Lease, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then except that Tenant shall have the right no obligation to withdraw its Acceptance Notice by written notice thereof given on pay Rent or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year other charges during such early access period unless prior to Tenant commences business operations in the giving of Premises during such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantearly access period.

Possession. (a) If Tenant exercises its right Landlord hereby agrees to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering give possession of the Offer Space Premises to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) on August 15, 2020. If Landlord shall not be liable unable to Tenant tender possession on August 15, 2020, for any failure by a then existing tenant or occupant to vacate any of the Offer Spacereason, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space rent shall not commence until Landlord shall deliver vacant possession of the Offer Space Premises is tendered to Tenant. The terms set forth No failure by Landlord to give possession on August 15, 2020, shall in any way affect the preceding provisions validity of this Section 37.5 are intended to constitute “an express provision to Lease or the contrary” within the meaning of Section 223-a obligation of the New York Real Property Law Tenant hereunder, nor shall it be construed to extend or any successor Requirementreduce the Lease Term unless agreed upon in writing by Landlord and Tenant. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord and Tenant agree that Tenant shall have failed to deliver possession the sole and exclusive use of such Offer Space the playground area which adjoins the Premises on or before the date which is one (1) year after days and at the anticipated Offer Space Commencement Date times set forth herein below. Such use shall be exclusive to Tenant during Tenant’s normal operating hours (Monday – Friday 7:30am-6:00pm) and at such other times as are agreed upon between Landlord and Tenant. At all other times, Tenant may utilize the playground in conjunction with the public. However, the Mom’s Morning Out program (City of Greenbelt Preschool Program) may utilize the playground in conjunction with Tenant at any time so long as such use is coordinated with Tenant. During the periods of time Tenant is not operating, the playground shall come under the sole supervision of Landlord’s Department of Recreation and shall be utilized appropriately. Tenant shall have exclusive use of the sandbox and storage shed located in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then playground. (c) Tenant shall have the right to withdraw maintain its Acceptance school equipment (including but not limited to chairs, desks, tables, books, games and the like) on the Premises at all times (including the times that the Landlord’s Recreation Department utilizes a portion of the Premises). (d) It is understood and agreed that the Tenant's ability to use the Premises is contingent upon its obtaining all of the certificates, permits, and other approvals that may be required by any Federal, State, County, Maryland-National Capital Park and Planning Commission, or local authorities which will authorize the Tenant's use of the Premises as set forth above. Landlord shall cooperate with the Tenant in its effort to obtain such approvals so long as the approvals are consistent with this Lease. In the event that any of such applications should be finally rejected, so the Tenant will be unable to use the Premises for its intended purposes, the Tenant shall have the right to terminate this Lease. In the event that the Tenant is unable to obtain all permits, licenses and approvals required to use the Premises for its stated use, the Landlord shall have no liability to the Tenant for any loss, damages or fees incurred by the Tenant in pursuing same or for the termination of this Lease. Notice by written notice thereof given on or before of the date that Tenant's exercise of its right to terminate shall be thirty (30) days after given to Landlord in writing by certified mail, return receipt requested, and shall be effective upon the end of the aforesaid one (1) year period unless prior to the giving receipt of such notice or within ten (10) days thereafter Landlord by the Landlord. All rentals paid to said termination date shall be retained by the Landlord. Upon such termination, this Lease shall become null and void and the parties shall have delivered vacant possession no further obligations including the payment of such Offer Space money, to Tenanteach other except as otherwise expressly provided in this Lease. (e) Tenant shall abide by all applicable City, Prince George’s County, State and Federal laws and regulations, including those that limit the number of people who can occupy the Premise.

Possession. (a) If A. Landlord shall deliver possession of Premises A to Tenant exercises its right to lease upon the Offer Space mutual execution of this Lease, and Landlord is unable agrees to sign this Lease, if at all, within five (5) Business Days of being presented with an executed Lease by Tenant, and Landlord shall deliver possession of Premises B to Tenant on November 15, 1996 (the "Premises B Estimated Delivery Date") and possession of the Premises C to Tenant on April 15, 1997 (the "Premises C Estimated Delivery Date"). In the event Landlord has not delivered possession of Premises B to Tenant within one hundred twenty (120) days of the estimated delivery date for such undelivered Premises, Tenant, as its sole remedy, shall be entitled to terminate this Lease as to: (i) Premises B only; or (ii) both Premises B and C, upon five (5) days written notice to Landlord. In the event Landlord has not delivered possession of Premises C to Tenant within one hundred twenty (120) days of the estimated delivery date for such undelivered Premises, Tenant shall be entitled to terminate this Lease as to Premises C only, upon five (5) days written notice to Landlord. Landlord shall deliver Suites 220 and 230, which comprise all of Premises C, to Tenant simultaneously with one another. B. By taking possession of the Premises, Tenant is deemed to have: 1. accepted the Premises and agreed that the Premises is in good order and satisfactory condition, with no representation or warranty by Landlord as to the condition or suitability of the Premises or of the Building for Tenant's use thereof; and 2. agreed that Landlord has no obligation to clean, decorate, alter, remodel, improve or repair the Premises or the Building unless said obligation is specifically set forth in this Lease; provided that Landlord shall deliver the Offer Notice as Premises or applicable portion thereof to Tenant in a reasonably similar condition to that which currently exists (excluding any personal property belonging to the date on which Landlord anticipates delivering existing tenant) for such Premises, or applicable portion thereof, normal wear and tear and casualty damage excepted. C. Upon delivery of possession of the Offer Space Premises or portion thereof, Landlord shall permit Tenant or its agents or laborers to enter the Premises at Tenant's sole risk prior to the Commencement Date in order to perform through Tenant's own contractors the Initial Alterations. The foregoing license to enter prior to the Commencement Date, however, is conditioned upon Tenant's labor not interfering with Landlord's contractors or with any other tenant or its labor and is further conditioned upon Tenant's contractor(s) complying with the rules, policies and procedures reasonably enacted by Landlord from time to time for the performance of work in the Building. If at any time such entry shall cause unreasonable disharmony, interference or union disputes of any nature whatsoever, or if Landlord shall, in Landlord's sole judgment, determine that such entry, such work or the continuance thereof shall unreasonably interfere with Landlord, Landlord's contractors, or with any other tenants or its labor, this license may be withdrawn by Landlord immediately upon written notice to Tenant by reason following a one (1) Business Day cure period. Such entry shall be deemed to be under and subject to all of the holding over or retention of possession of any tenant or occupant terms, covenants and conditions of the Offer Space (i) Landlord Lease, and Tenant shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any comply with all of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession provisions of the Offer Space within ninety (90) days after Lease which are the anticipated availability date as stated by Landlord in obligations or covenants of the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby Tenant except that the term of the lease with respect obligation to the Offer Space pay Rent shall not commence until Landlord the Commencement Date. In the event that Tenant's agents or laborers incur any charges from Landlord, including, but not limited to, charges for use of construction or hoisting equipment on the Building site (so long as such is not routinely available without separate charge to all tenants), such charges shall deliver vacant possession be deemed an obligation of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision Tenant and shall be collectible as Rent pursuant to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained Lease, and upon default in this Section 37.5payment thereof, if Landlord shall have failed to deliver possession the same remedies as for a default in payment of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior Rent pursuant to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantLease.

Possession. (a) If Tenant exercises its right At Closing, Seller shall deliver to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering Buyer actual possession of the Offer Space to Tenant Premises by reason delivery of the holding over Deed and keys, and by assignment, without representation, warranty or retention recourse, of possession all existing leases affecting the Premises or any part thereof, hereinafter referred to as the Leases. The said assignment of any tenant or occupant all Leases shall include Buyer's assumption of all the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord obligations contained in the Offer Notice Leases which are by the terms thereof the responsibility of Seller and in connection therewith, if appropriate in Landlord’s good faith judgment, institute shall further include Buyer's agreement to indemnify and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space save harmless the Seller from any and (iii) Tenant’s obligations under this Lease all claims made by tenants with respect to the Premises Leases arising from and after the Offer Space date of Closing hereunder. Seller shall not be affected thereby except that the term of the lease likewise agree to indemnify Buyer from any and all written claims made by tenants with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision leases arising prior to the contrary” within Closing hereunder; provided, however, that such indemnification of Seller to Buyer shall expire, and claims thereon shall be made, prior to three (3) months following the meaning date of Section 223-a of the New York Real Property Law or Closing. Such indemnifications shall also include any successor Requirementcosts, expenses and reasonable attorney's fees. (b) Notwithstanding anything Buyer and his agents shall have the privilege of entering upon the Premises during normal working hours upon forty-eight (48) hours advance notice to Seller, at reasonable times between the date hereof and the date of Closing, for the purpose of making surveys and physical inspections of the Premises, provided no such activity shall in any way interfere with any tenants in the Premises. Seller will cooperate with Buyer in making such surveys and inspections. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or expense (including reasonable attorney's fees) arising from or in connection with such entry upon the Premises; said indemnification shall survive Closing and/or termination of this Agreement. (c) In addition to and not in limitation of the rights and privileges granted to the contrary contained Buyer hereinabove in this Section 37.5Paragraph 5(b), if Landlord shall have failed to deliver possession of such Offer Space on or before for a period from the date which hereof to December 15, 1996, Buyer is one granted the right to conduct a physical inspection (1including a lead-based paint and/or lead-based paint hazard inspection and/or risk assessment) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of Premises and all personal property located thereon in such a manner as not to inconvenience the tenants and to review all leases, books and records pertaining to the Premises. At any tenant or other occupant or for any other reasontime during said inspection period, then Tenant Buyer shall have the right to withdraw cancel and terminate this Agreement, in its Acceptance Notice sole discretion, by serving written notice thereof given upon Seller on or before the date that expiration of said inspection period; if Buyer elects to terminate this Agreement as permitted herein, then this Agreement shall be thirty (30) days after cancelled and terminated and the end of the aforesaid one (1) year period unless prior Deposit shall be returned to Buyer and neither party hereunder shall have any further liability or obligation to the giving other hereunder except with respect to the indemnifications contained in this Paragraph 5(c), Paragraph 5(b) and Paragraph 22; if Buyer fails to exercise its right to terminate this Agreement as permitted herein, then said right shall automatically lapse, terminate and become null and void. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or expense (including reasonable attorney's fees) arising from or in connection with such inspection and/or entry upon the Premises; said indemnification shall survive Closing and/or termination of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantthis Agreement.

Possession. (a) A. If Tenant exercises its right to lease the Offer Space and Landlord is unable to Landlord, for any reason whatsoever, cannot deliver possession of the Premises to the Tenant on the date intended Commencement Date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Lease Schedule, this Lease shall not be void or voidable, nor shall the Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any of damage resulting thereform. Under such circumstances, the Offer Space, (ii) Landlord rent provided for herein shall use commercially reasonable efforts to obtain and deliver to Tenant vacant not commence until possession of the Offer Space Premises is made available to Tenant and no such failure to give possession on the date of commencement of the Term shall affect the validity of this Lease or the obligations of the Tenant hereunder, and the Term shall be extended accordingly; provided, however, if possession of the Premises is not delivered to Tenant within ninety sixty (9060) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonLease Schedule, then Tenant may, as its sole and exclusive remedy, terminate this Lease by delivering written notice of such termination to Landlord, so long as such notice is delivered to Landlord prior to the Commencement Date and, in that event, Landlord shall refund to Tenant any security deposit or advance rent due to Tenant and neither party shall have any further obligation to the right other, except for any indemnity or other obligations under this Lease which are intended to withdraw its Acceptance Notice survive terminate, and provided further that if possession of the Premises is not delivered to Tenant on the intended Commencement Date set forth in the Lease Schedule and the delay in delivering possession does not result from any matter covered by written notice thereof given on Section 28 of this Lease or before the date that default or any act or omission of Tenant, then Landlord shall apply as a credit against the rental obligations first due under this Lease a sum equal to the equivalent of two (2) days of Base Rent and operating expenses for every day of such delay. B. The Premises shall be deemed to be ready for Tenant's occupancy if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability of the Premises or any part thereof for occupancy shall be due to special work, changes, alterations, or additions required or made by Tenant in the layout or finishing of the Premises. Whether or not the Premises are ready for occupancy shall be determined by the Jurisdiction in which the Property is located as set forth in the Lease Schedule, which shall evidence same by authorizing Tenant's occupancy thereof, which authorization may be in the form of oral or written permission to occupy which if in the form of written permission, may be in the form of a temporary or permanent certificate of occupancy. It is further understood that within 72 hours of initial occupancy, the parties shall jointly inspect the Premises and prepare and sign a "punch list" of incomplete items to be completed by Landlord. Tenant and Landlord shall jointly inspect the Premises and prepare another "punch list" within thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter occupancy encompassing all items not then completed except for latent defects. Landlord shall have delivered vacant possession thirty (30) days to correct any "punch list" items or such longer period of such Offer Space time as may be reasonably required so long as Landlord is exercising reasonable diligence to Tenantaccomplish the correction.

Possession. (a) If Tenant exercises its right Seller shall deliver vacant possession (except as described in Sections 8.6(b) and (c) below) of the Property to lease the Offer Space and Landlord is unable to deliver possession Purchaser on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering Closing Date. Purchaser agrees to defend, indemnify and hold Seller harmless from any claim, loss or liability arising out of Purchaser’s possession or use of the Offer Space to Tenant by reason of the holding over Property or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease conduct with respect to the Premises and Property after the Offer Space shall not be affected thereby except Closing Date. In the event that the term any litigation or proceeding is brought against Seller arising out of or in any way connected with any of the lease with respect above event or claims, Purchaser, upon written request from Seller, agrees to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law vigorously resist and defend such actions or any successor Requirementproceedings. (b) Notwithstanding anything to the contrary contained in this Section 37.5foregoing, if Landlord Seller shall have failed the right, at no cost or expense whatsoever to deliver possession Seller, to continue occupying that portion of such Offer Space the Property described on Exhibit B through and including October 1, 2002 (the “Training Room Space”). Without limiting the generality of the foregoing, Seller shall not be required to pay any rent, additional rent, taxes, insurance or utilities on the Training Room Space. (c) In addition, notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller is utilizing good-faith, commercially-reasonable efforts to locate substitute office space for all of Seller’s employees located on the Property. In the event that Seller is unable to do so on or before the date which is one Closing Date, Seller, upon written notice to Purchaser given not later than three (13) year after business days prior to the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonClosing Date, then Tenant shall have the right to withdraw its Acceptance Notice continue occupying all or any portion of the existing office space or alternate equivalent space offered by Purchaser and reasonably acceptable to Seller contained in the Property for a period not to exceed fourteen (14) days following the Closing Date or August 15, whichever is later. Seller shall specifically define the exact office space that is needed by Seller after the Closing Date in Seller’s written notice thereof given to Purchaser. During any such period of office space occupancy by Seller, Seller shall pay to Purchaser the prorated amount of One Dollar ($1.00) per square foot, full service, rent for any such office space on a gross basis (without chargeback to Seller for maintenance, insurance, taxes or before other Building operational expense). Such rent will be paid at the date that shall Closing Date for such time period (and will be thirty (30) days after adjusted and rebated if Seller surrenders the space prior to the end of the aforesaid one expected time period for such occupancy). (1d) year period unless prior Upon delivery of possession pursuant to this Section 8.6, Seller may remove its personal property, equipment and unattached trade fixtures from the Property and will remove the attached trade fixtures referenced in Section 5.3 and Exhibit C, in accordance with the detailed description that the parties approved of attached items to be removed, manner of removal and condition of the property as referenced in Section 5.3. Except as may otherwise be agreed on such detailed description, Seller shall not be required to repair any damage resulting from such removal; however, Seller shall leave the Property in an orderly condition and will cause its workmen to follow the detailed description for removal of attached items that the parties approved and will use commercially reasonable efforts to minimize any damage to the giving of Property caused by such notice or removal. Seller’s “trade fixtures” include, but are not limited to the items more specifically described on the attached Exhibit C. Any items not removed within ten (10) business days thereafter Landlord shall have delivered vacant after the Closing Date will be conclusively deemed abandoned by Seller and may be utilized or disposed of by Purchaser, at its option. (e) To the extent that Seller occupies any portion of the Property after the Closing Date, Seller will: (a) provide evidence that it is maintaining a commercial general liability insurance policy with a contractual liability endorsement covering Seller’s indemnification obligations under this subparagraph); (b) co-operate with Purchaser in signing any estoppel, subordination and attornment agreement, or other agreements reasonably required by Purchaser’s lender or sale-leaseback party that may be financing or funding the purchase of the Property. Seller will defend, indemnify and hold Purchaser harmless from any claim, loss or liability solely related to Seller’s possession or use of the Property after the Closing Date. In the event that any litigation or proceeding is brought against Purchaser arising out of or in any way connected with any of the above event or claims, Seller, upon written request from Purchaser, agrees to vigorously resist and defend such Offer Space to Tenantactions or proceedings.

Possession. (a) If Tenant exercises its right 6.1 The Seller shall endeavour to lease make the Offer Space said Flat ready for delivery of possession within the period mentioned in Part-III of the Second Schedule hereto subject to Force Majeure and/or reasons beyond the control of the Seller, in which circumstances the time shall automatically stand suitably extended and Landlord is unable the Purchaser shall not be entitled to deliver make or raise any claim whatsoever. The said Flat shall be deemed to be ready for delivery of possession on upon the date set forth in same being completed internally and reasonable ingress to and egress from the Offer said Flat being provided along with temporary or permanent water, drainage, sewerage, electricity and lift facilities/connections. A Certificate from any one of the Architects regarding this shall be final and binding. The Seller shall thereafter issue a Notice as to the date on which Landlord anticipates delivering Purchaser calling upon the Purchaser to take possession of the Offer Space to Tenant by reason said Flat within a period of 15 days from the date of the holding Notice after making payment of all dues and complying with all other outstanding obligations of the Purchaser at the relevant time (“Possession Notice”). It shall not be obligatory for the Seller to complete the Common Portions in all respects before giving the Possession Notice. 6.2 The Purchaser shall be entitled to receive the physical possession of the said Flat only upon prior payment of all dues including the Agreed Consideration, the Additional Payments and the Deposits and also upon due compliance with and/or performance of all the covenants, undertakings and obligations required to be complied with and/or performed on the part of the Purchaser in pursuance of this Memorandum or otherwise required by law, all of which shall be conditions precedent. The Seller shall have the option to offer the said Flat Unit for the purpose of possession subject to simultaneous execution and registration of the Deed of Conveyance in favour of the Purchaser. In such an event, the Purchaser shall also take all necessary steps for enabling execution and registration of the Deed of Conveyance in respect of the said Flat Unit in its favour simultaneously with the handing over or retention of possession of any tenant or occupant the said Flat. The obligation to make over possession of the Offer Space (i) Landlord said Flat by the Seller shall arise only after all the above are complied with and/or performed by the Purchaser and prior thereto the Purchaser shall not be liable entitled to Tenant for any failure by a then existing tenant ask, demand or occupant to vacate seek delivery of possession of the said Flat. 6.3 In the event of the Purchaser not making full payment and/or not complying with any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant obligations and/or not taking possession of the Offer Space said Flat within ninety (90) days after the anticipated availability date as stated by Landlord period specified in the Offer Notice and in connection therewithPossession Notice, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect the Purchaser shall be deemed to the Premises have committed default and the Offer Space consequences mentioned in the Ninth Schedule hereto shall follow. 6.4 With effect from the Date of Possession or the Date of Commencement of Liabilities, whichever is earlier, the Purchaser shall be deemed to have been fully satisfied regarding the construction, specifications, built-up and super built-up areas, workmanship, materials used and structural stability and completion of the Buildings, the Common Portions and the said Flat and shall not be affected thereby except that entitled to raise any objection or make any claim regarding the term same. 6.5 After the Date of Possession or within 30 days from the date of execution of the lease with respect Deed of Conveyance, whichever is earlier, the Purchaser shall apply for mutation to the Offer Space Authorities and shall not commence until Landlord shall deliver vacant possession take all necessary steps and complete, at the Purchaser’s own costs, the mutation of the Offer Space to Tenant. The terms set forth said Flat Unit in the preceding provisions Purchaser’s name within 6 months thereafter. 6.6 Subject to Force Majeure and reasons beyond the control of this Section 37.5 are intended to constitute “an express provision the Seller and subject to the contrary” within timely fulfillment of all the meaning of Section 223-a terms and conditions on the part of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to Purchaser including payment of all amounts payable by the contrary contained in this Section 37.5Purchaser, if Landlord shall have failed the Seller fails to deliver possession of the said Flat Unit to the Purchaser within the period mentioned in Part-III of the Second Schedule hereto, then the Purchaser shall be entitled to cancel/terminate the agreement recorded herein and claim refund of the amount of consideration paid till that time by the Purchaser to the Seller together with simple interest calculated at the rate of 12% per annum. If however the Purchaser does not cancel/terminate within 3 months of expiry of the period mentioned in Part-III of the Second Schedule hereto, then it shall be deemed that the Purchaser has voluntarily opted not to cancel/terminate the agreement recorded herein and no interest shall be payable by the Seller for any delay caused. 6.7 At the request of the Purchaser, the Seller may at its option and subject to such Offer Space on conditions as it may deem fit, allow the Purchaser to have temporary access to the said Flat for interiors and furniture works at his own costs provided prior full payment of the Agreed Consideration, Additional Payments and Deposits is made by the Purchaser. The Purchaser shall complete the interiors and furniture works without disturbing or before causing inconvenience to the date which is one (1) year after Sellers or the anticipated Offer Space Commencement Date set forth buyers/occupants of other Flat Units and without making any change in the Offer Notice by reason structure and construction of the holding over or retention of said Flat. During such period Seller shall continue to be in possession of any tenant the said Flat and the Purchaser shall only have a revocable and temporary license to have access to the same for the aforesaid limited purpose and shall not be entitled to actually occupy, use or other occupant or for any other reason, then Tenant shall have enjoy the right to withdraw its Acceptance Notice said Flat till possession is given by written notice thereof given on or before the date that shall be thirty (30) days after the end Seller upon issue of the aforesaid one (1) year period unless prior to Certificate by the giving Architect in terms of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantClause 6.1 above.

Possession. 20.1 Upon construction of the Society Component being completed and only after the Developer having obtained the full occupation certificate in respect of the Society Component, the Developer shall address a notice, along with a copy of such occupation certificate, in writing to the Society, under which the Developer shall offer to the Society the quiet, vacant and peaceful possession of the Society Component, with the Amenities and Facilities (a) If Tenant exercises its right “Possession Notice”). Upon receipt of the Possession Notice, the Society shall be entitled to lease inspect the Offer Space and Landlord is unable to deliver possession on the date set forth premises comprised in the Offer Notice as Society Component along with PMC and shall certify that the Society Component is ready (“PMC Certification”) within a period of 14 (fourteen) days from the Possession Notice. In the event the Society does not complete the aforesaid inspection, it will be deemed that the Society is ready for occupation and possession the date on which Landlord anticipates delivering the aforesaid period of 14 (fourteen) days expires shall be deemed to be the date of PMC Certification. In the event if the Society identifies any defect in Society Component and/or in the New Building/s, then the Developer shall forthwith take steps to rectify the same and intimate the Society of the steps taken by the Developer. In the event if the PMC identifies any structural defects or any issues in any of the premises comprised in the Society Component on account whereof the flat is inhabitable, then in such an event the Developer shall rectify such defects at its own costs. Once PMC has certified that the Society Component is ready in all aspects and can be occupied, then the Society shall forthwith communicate the same to the Members and the Tenants and cause such Members and Tenants to take quiet, vacant, and peaceful possession of their respective premises within a period of 30 (thirty) days from the date of PMC Certification ("Possession Date”). 20.2 Upon the Members and Tenants approaching the Developer to take possession of their respective flats / units, the Developer, upon receipt of all the payments due and payable by such Members and Tenants to the Developer (if any), shall execute possession letters and/or such deeds, documents and writings at the time of handing over possession along with the keys of their respective flats / units and handover possession of the Offer Space same to Tenant by reason the Members and the Tenants. 20.3 The Society, the Members and Tenants shall be deemed to have taken possession of the holding over or retention of Society Component on the Possession Date. 20.4 On the Possession Date, the Society shall return EMD to the Developer. 20.5 The Developer shall be fully and freely entitled and at liberty to offer and deliver the quiet, vacant and peaceful possession of any tenant or occupant the Developer Premises to the respective allottees, purchasers, lessees, tenants, licensees, acquirers, of the Offer Space Developers Premises upon expiry of a period of 15 (ififteen) Landlord days from the date on which the Developer has offered possession of the Permanent Alternate Accommodation to the Society, Members and Tenants. 20.6 It is agreed and accepted by the Society that on and from the Possession Date, the Society and/or its Members and the Tenants shall be solely and exclusively liable to bear and pay of all taxes, maintenance charges, outgoings, statutory and non- statutory liabilities, utility charges, etc. in respect of the Society Component and shall be responsible in respect of the maintenance, upkeep, security and preservation thereof, at its / their entire cost and liability in all respects. On and from the Possession Date, the Developer shall only be liable to bear and pay property tax and utility charges in respect of the unsold Developer Premises. It is however clarified that at all times, taxes, maintenance charges, outgoings, statutory and non-statutory liabilities, utility charges, etc. shall be the responsibility of the Members and the Tenants and the Society shall not be held liable to Tenant and/or responsible for any failure by a then existing tenant or occupant to vacate non-payment on behalf of the Members. 20.7 In the event, if any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant Members and/or Tenants do not approach the Developer for taking possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord their respective flat / units in the Offer Notice manner as set out above, then the Developer shall be entitled (without being obliged) to handover possession and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant keys of such Offer Space and (iii) Tenant’s obligations under this Lease with respect new units to the Premises Society and the Offer Space Society shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver take possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving new units of such notice or within ten (10) days thereafter Landlord Members and Tenants. The Society shall have delivered vacant thereupon be responsible for handing over possession and keys of such Offer Space new premises to Tenantsuch Members and the Tenants.

Possession. (a) If Tenant exercises its right Subject to lease the Offer Space and Section 13.17 hereof, Landlord is unable to shall deliver possession on of the date Premises to Tenant within one hundred fifty (150) days after Tenant has satisfied or waived the contingencies set forth in Section 2.2(e). If, subject to Section 13.17 hereof, Landlord shall fail to deliver the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space within one hundred sixty (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90160) days after Tenant has satisfied or waived the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms contingencies set forth in the preceding provisions of Section 2.2(e) hereof, this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. Lease shall continue in full force and effect, but for every day after said one hundred sixtieth (b160th) Notwithstanding anything to the contrary contained in this Section 37.5day that Landlord does not deliver possession, if Landlord Tenant shall have failed to deliver possession of such Offer Space on or before the date which is receive one (1) year day free Base Rent (which amount shall increase to two (2) days free rent after the anticipated Offer Space 180th day) from the Commencement Date forward. If, subject to Section 13.17 hereof, Landlord does not deliver possession within two hundred forty (240) days after Tenant has satisfied or waived the contingencies set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonSection 2.2(e) hereof, then Tenant shall have the right to withdraw its Acceptance Notice terminate this Lease by written notice thereof given on or before the date that shall be thirty to Landlord within fifteen (3015) days after the end expiration of said two hundred forty (240) day period or Tenant shall be deemed to have waived such termination right and Landlord shall reimburse Tenant for all reasonable out-of-pocket costs and expenses actually incurred by Tenant, including all architectural plans, permits, licenses, attorney fees and the cost of the aforesaid one Liquor License (1) year period unless prior to and the giving attorney fees incurred in its procurement), in an amount for all of such notice or within ten costs and expenses not to exceed One Hundred Fifty Thousand Dollars (10) days thereafter $150,000.00). Upon payment to Tenant there shall be transferred to Landlord the Liquor License and this Lease shall have delivered vacant be null and void. If Tenant shall take possession of any part of the Premises before the Commencement Date to expedite Tenant’s Work upon written agreement with Landlord, such Offer Space possession shall be governed by the provisions of this Lease, except that Tenant shall not pay Landlord rent or other charges except for utilities consumed at the Premises. Neither the Term nor any other provision of this Lease shall be affected by Tenant’s prior occupancy, which shall occur only with the written permission of the Landlord. If Tenant is given possession to commence work of any kind, such shall not be deemed that the Tenant has taken possession of the Premises for the purposes of this Lease (b) Tenant’s obligation to pay Rent shall not commence until such time as Landlord has substantially completed Landlord’s Work (as hereinafter defined) in accordance with this Lease.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord's control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which possession of the Premises is one (1) year after delivered to the anticipated Offer Space Commencement Date set forth Tenant. The rentals herein reserved shall commence on the first day of the Term, provided, however, in the Offer Notice event of any occupancy by reason Tenant prior to the beginning of the holding over or retention Term, such occupancy shall in all respects be the same as that of possession a tenant under this Lease Agreement, and the rental shall commence as of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be thirty (30) days after the end delayed in delivery of the aforesaid one (1) year period unless prior Premises to Tenant due to Tenant's failure to agree to the giving Plans or any delay caused by a party employed by or the agent of such notice Tenant, or within ten (10) days thereafter by Tenant's failure to pay for the costs of the Tenant Improvements requested by Tenant subsequent to approval of the Plans, then 1. Immediately after Tenant's occupancy of the Premises the Landlord and Tenant shall have delivered vacant possession execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the square footage of such Offer Space to Tenantthe Premises, and delivery of the Premises in the condition required by this Lease Agreement.

Possession. (i) Lease, Assignment and Transfer. LESSEE WILL NOT ASSIGN THIS LEASE OR ANY RIGHTS OR OBLIGATIONS HEREUNDER OR INTEREST HEREIN (EXCEPT AS PROVIDED IN SECTION 8(e) BELOW) OR SUBLEASE, WET LEASE OR OTHERWISE IN ANY MANNER TRANSFER, DELIVER OR RELINQUISH POSSESSION OR USE OF THE AIRCRAFT, AIRFRAME OR ANY ENGINE OR INSTALL ANY ENGINE OR PERMIT ANY ENGINE TO BE INSTALLED ON ANY AIRFRAME OTHER THAN THE AIRFRAME; provided, that, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom and so long as the action to be taken shall not adversely affect Lessor's title to or other interest in, or the Lien of the Indenture on, the Aircraft, the Airframe or either of the Engines or this Lease or the insurance required to be maintained hereunder and Lessee is otherwise in full compliance with Section 12, and so long as all necessary approvals of the FAA and any other Governmental Entity having jurisdiction have been obtained, then Lessee, without the prior written consent of Lessor, may, only to the extent provided below and subject to the limitations of Sections 6(a)(ii) and 6(a)(iii) below: (1) subject any Engine to a normal interchange, maintenance, servicing or pooling agreement or similar arrangement with a Permitted Sublessee, in each case customary in the airline industry of which Lessee is a part and entered into in the ordinary course of its business; provided that no transfer of the registration of any Engine shall be effected in connection therewith; and provided, further, that (A) no such agreement or arrangement contemplates, results in or requires the transfer of title to any Engine, and (B) if Lessor's title or Foreign Lessor's (so long as the Foreign Lease Agreement is in effect) to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and not an Event of Default and Lessee shall comply with Section 11(b) hereof in respect thereof; (2) deliver possession of the Aircraft, the Airframe or any Engine to the manufacturer thereof, or in accordance with the Maintenance Program to an FAA certified repair station, for testing, service, storage, repair, maintenance, inspection or overhaul work on such Aircraft, Airframe or Engine or any part thereof or for alterations or modifications in or additions to such Aircraft, Airframe or Engine to the extent required or permitted by the terms of Section 9 hereof; (3) transfer possession of the Aircraft or the Airframe to the United States of America or any instrumentality or agency thereof pursuant to a sublease; (i) subject the Airframe to the Civil Reserve Air Fleet Program and transfer possession of the Airframe or any Engine to the United States Government pursuant to the Civil Reserve Air Fleet Program, so long as Lessee shall promptly notify Lessor upon transferring possession of the Airframe or any Engine to the United States Government pursuant to the Civil Reserve Air Fleet Program and provide Lessor with the name and address of the Contracting Office Representative for the Military Airlift Command of the United States Air Force to whom notices must be given; or (ii) subject the Airframe to (a) If Tenant exercises a service contract with the United States Government, a copy of which shall be provided to Lessor, providing for (5) install an Engine on an airframe (other than the Airframe) owned by Lessee free and clear of all Liens except (A) Permitted Liens and Liens which apply only to engines (other than the Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety) and (B) the rights of participants under normal interchange agreements which are customary in the airline industry and do not contemplate, permit, result in or require the transfer of title to the airframe or engines installed thereon; (6) install an Engine on an airframe leased to Lessee or owned by Lessee subject to a conditional sale or other security agreement; provided that: (A) such airframe is free and clear of all Liens except the rights of the parties to the lease or conditional sale or other security agreement covering such airframe and except Liens of the type permitted by clauses (A) and (B) of Section 6(a)(i)(5) and the Lien of any mortgage which provides that each Engine leased to Lessee hereby shall not become subject to the lien thereof or to any rights of any party thereunder other than Lessee (with respect to Lessee's rights expressly granted hereunder), notwithstanding the installation of such Engine on any airframe subject to the Lien of such mortgage, unless and until Lessee shall become the owner of such Engine and Lessor shall have no further interest therein, all pursuant to the express terms of this Lease; and (B) there shall be in effect a written agreement of the lessor or secured party of such airframe (which may be contained in the lease or conditional sale or other security agreement covering such airframe) substantially similar in effect to the agreement of Lessor in Section 6(b) below whereby such lessor or secured party effectively and expressly agrees that neither it nor its successors or assigns will acquire or claim any right, title or interest in any Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to this Lease or is owned by Lessor, and a copy of such agreement shall be provided to Lessor upon written request; (7) install an Engine on an airframe owned by Lessee, leased to Lessee or purchased by Lessee subject to a conditional sale or other security agreement under circumstances where neither Section 6(a)(i)(5) or Section 6(a)(i)(6) is applicable; provided that such installation shall be deemed an Event of Loss with respect to such Engine and Lessee shall comply with Section 11(b) hereof in respect thereof, Lessor not intending hereby to waive any right or interest it may have to lease or in such Engine under applicable law until compliance by Lessee with such Section 11(b); (8) enter into a Wet Lease for the Offer Space Aircraft or the Airframe and Landlord is unable engines installed thereon in the ordinary course of Lessee's business for a period not extending beyond the Term; provided that if Lessee (or any Permitted Sublessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) Lessee shall provide to deliver possession Lessor written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); or (9) sublease the Aircraft or the Airframe to any Permitted Sublessee on the date terms and conditions set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (iSection 6(a)(iii) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementbelow. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. 2.01 It is contemplated that Landlord will perform Landlord Work prior to and following the Commencement Date during which time Tenant shall be in possession of the Premises and paying Rent (a) defined below). Tenant acknowledges that some interruptions and/or interference with Tenant’s business may occur during the course of the Landlord Work, but agrees that no interruptions or inconveniences to Tenant or its business suffered as a result of the Landlord Work shall excuse Tenant from paying full Rent or constitute an eviction of Tenant from the Premises, whether constructive or otherwise. Landlord’s failure to substantially complete the Landlord Work by any particular date shall not be a default by Landlord or otherwise render Landlord liable for damages. If Tenant exercises its right to lease the Offer Space and Landlord is unable delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to deliver possession approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be substantially complete on the date set forth that Landlord could reasonably have been expected to substantially complete the Landlord Work absent any Tenant Delay. 2.02 Subject to Landlord performing any required Landlord Work, the Premises and Existing Fixtures (defined below) are accepted by Tenant in the Offer Notice “as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant is” condition and configuration without any representations or warranties by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord. Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within Premises or any other space due to the holdover or unlawful possession of such space by any party. In such event, the commencement date for such space shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. 2.03 Notwithstanding the foregoing, Landlord warrants that all Building Systems (as defined herein) serving the Premises shall be in good operating condition and repair for the first ninety (90) days after of the anticipated availability date Term following the Commencement Date (the “Landlord Warranty Period”). Such warranty shall not, however, cover any damage to the Building Systems caused by Tenant, its agents, employees, contractors or invitees, which shall be repaired at Tenant’s sole expense. Subject to the foregoing limitation, as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Tenant’s sole remedy for Landlord’s good faith judgmentbreach of this warranty, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect Landlord shall make any repairs and/or replacements to the Premises Building Systems that may be required during the Landlord Warranty Period at Landlord’s expense, and the Offer Space cost of any such repairs and/or replacements shall not be affected thereby except that included in Tenant’s Share of Operating Expenses (as such terms are hereinafter defined). For purposes of this Lease, “Building Systems” shall mean the term fire/life safety systems, Building HVAC (as hereinafter defined), plumbing, electrical (including panels and outlets) and mechanical systems (and shall exclude any such systems installed by or on behalf of Tenant). Landlord has not received any written notice regarding any violation of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession provisions of Title III of the Offer Space to Tenant. The terms set forth in Americans with Disabilities Act of 1990, as amended and any regulations promulgated pursuant thereto (collectively, the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementADA”). (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its right Except as provided below in no event shall Landlord be obligated to lease incur any fee, cost, expense or obligation, nor to prosecute any legal action or proceeding, in connection with the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession delivery of the Offer any Expansion Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord nor shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer or such Expansion Space be affected thereby. Landlord shall not be affected thereby except subject to any liability and this Lease shall not be impaired if Landlord shall be unable to deliver possession of such Expansion Space to Tenant on any particular date. Tenant hereby waives any right to rescind this Lease or the applicable Acceptance Notice under the provisions of Section 223-a of the Real Property Law of the State of New York, and agrees that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 38.5 are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a a. Landlord agrees that it shall not waive any rights it may have against any Person holding over in any Expansion Space, without any obligation to enforce any such rights except as provided below. Notwithstanding any provision of this Section 38.5 to the New York Real Property Law contrary, if the current tenant of any Expansion Space (other than Colgate Palmolive Company) or any successor Requirement. (b) Notwithstanding anything party claiming through such tenant holds over in such space beyond 120 days after the expiration date of such tenant’s lease of such space, Landlord agrees to the contrary contained in this Section 37.5, if Landlord shall have failed commence and diligently prosecute against such tenant a holdover proceeding to deliver obtain possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth space. Upon Tenant’s request from time to time, Landlord shall advise Tenant of any changes in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.Anticipated Expansion Space

Possession. (a) If Tenant exercises its right to lease Except as otherwise provided, Landlord shall be the Offer Space fee title owner of Retail Lots 6 and Landlord is unable to 7 and deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises with the Landlord’s Work thereto substantially completed (“Delivery Condition”) as soon as is reasonably practicable, which Landlord and Tenant anticipate to Tenant by reason be on or before September 1, 2022 (the “Scheduled Delivery Date”). As used in this Lease Agreement, “substantial completion” of the holding over Landlord’s Work or retention of possession of any tenant or occupant of the Offer Space their being “substantially completed” means (i) Landlord has completed construction of the Landlord’s Work in accordance with Exhibit B and the Project Plans to such an extent that Tenant may commence construction of the Tenant Improvements without unreasonable delay or interference, subject to completion by Landlord of normal punch list items that do not materially interfere with Tenant’s performance of the Tenant Improvements (hereafter called the “Punch List Items”) or other items which would not cause an unreasonable delay or interference with Tenant’s construction activities; (ii) if requested by Tenant prior to Landlord’s tender of the Premises to Tenant with the Landlord’s Work thereto substantially completed, then Landlord shall have delivered to Tenant an AIA Form G704 Certificate of Substantial Completion, executed by the project architect, stating that the Landlord’s Work has been substantially completed in accordance with the Project Plans; and (iii) all necessary permits and approvals, including a fire marshal inspection and a certificate of occupancy or its equivalent (if required under applicable Law or the existing restrictions, if any) for the Building, have been obtained with regard to the Landlord’s Work. Failure of Landlord to deliver possession of the Building in the Delivery Condition by the Scheduled Delivery Date, shall automatically postpone the Commencement Date, day for day, and shall extend the expiration date of this Lease Agreement as to the entire Premises accordingly. In the event of a failure of Landlord to deliver possession of the Premises in the Delivery Condition by December 31, 2022 (“Termination Option Date”), Tenant may elect, at its option, to thereafter terminate this Lease Agreement upon written notice to Landlord and upon the giving of such notice this Lease Agreement shall be terminated except those obligations of Landlord and Tenant which expressly survive the expiration or termination of this Lease Agreement. Notwithstanding the foregoing or anything to the contrary in this Lease Agreement, the Termination Option Date shall be tolled, day for day, during any period which Landlord’s Work is halted, slowed or delayed, due to any cause beyond the reasonable control of Landlord, including, without limitation, labor or material shortages, unavailability or back ordering of specified roofing supplies or materials, strikes, pandemics, epidemics, casualty loss, acts of God or failure by the City to timely approve any plans or issue a building permit (any of the foregoing being hereafter called an “Excused Delay”) , provided, however, that the Termination Option Date shall not be liable extended due to Tenant Excused Delay for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within more than ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and aggregate hereunder notwithstanding that any event or events of Excused Delay which would otherwise extend the Termination Option Date exceed more than ninety (90) days in connection therewiththe aggregate; provided further, if appropriate in Landlord’s good faith judgmenthowever, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space that Tenant Delay shall not be affected thereby except that the term of the lease with respect subject to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenantsuch 90-day cap. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute As used herein, “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. No Grantor may (aA) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession Dispose of the Offer Space to Tenant by reason of the holding over or retention of relinquish possession of any tenant or occupant Spare Parts Asset to anyone except that the applicable Grantors shall have the right, (w) to Dispose to the extent permitted under Section 6.04 of the Offer Space Loan Agreement and in the ordinary course of business, (x) to transfer possession of any Spare Parts Asset in the ordinary course of business to the manufacturer thereof or any other organization for testing, overhaul, repairs, maintenance, alterations or modifications (to the extent required or permitted by the terms hereof) or to any Person for the purpose of transport to any of the foregoing; provided that such Grantor covenants to promptly pay when due any payment obligation resulting in a mechanic’s or other Lien related to such testing service, repair, maintenance, overhaul, alternation, modification, or transport, (y) to subject any Spare Parts Asset to a maintenance servicing agreement arrangement entered into and operated in the ordinary course of business or (z) to transfer in the ordinary course of business any Spare Parts Asset between any Designated Spare Parts Locations; provided, however, that if the applicable Grantor’s title to any such Spare Parts Asset shall be divested under any situation described in clauses (x) through (z) above, such divestiture shall be deemed to be a Disposition with respect to such Spare Parts Asset subject to the provisions of Section 2.06(b) of the Loan Agreement or (B) commingle at any location its Spare Parts Assets that constitute Collateral with (i) Landlord other Spare Parts of the applicable Grantor not constituting Collateral or (ii) the Spare Parts of another Affiliate if such other Affiliate has pledged Spare Parts which are not Collateral to secure any other Indebtedness or obligations, unless (x) the ownership of each such commingled Spare Parts can be definitely determined at all times by reference to the applicable Grantor’s or Affiliate’s Spare Parts tracking number and system, as applicable, or (y) the Spare Parts of such Grantor or Affiliate are not of a type or category of spare parts that corresponds to a type of category of Spare Parts Assets that is included in the Collateral; provided that Spare Parts that are segregated on a separate aisle, shelf or in a separate storage bin or other storage unit or area shall not be liable considered as having been commingled even though such Spare Parts are present at the same location so long as the applicable Grantor install signs Annex 6 - 4 in or on each such aisle, shelf, bin or other storage unit or area containing Collateral bearing the inscription: “Property of [GRANTOR], Mortgaged to Tenant THE BANK OF NEW YORK MELLON as Collateral Agent for any failure by a then existing tenant or occupant to vacate any the benefit of the Offer Space, Secured Parties” (ii) Landlord shall use commercially reasonable efforts such sign to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, be replaced if appropriate in Landlord’s good faith judgment, institute and diligently prosecute there is a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementCollateral Agent). (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to Landlord, for any reason whatsoever, cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space said Premises to the Tenant by reason at the commencement of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Term hereof, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any damage resulting therefrom, nor shall the expiration date of the Offer Spaceabove Term be in any way be extended, (ii) but in that event, all rent shall be abated during the period between the commencement of said Term, and the time when Landlord deliver possession. Any occupancy prior to the commencement date hereof, shall use commercially reasonable efforts be subject to obtain and deliver to Tenant vacant possession all of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Lease. If Landlord shall have failed to cannot deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be within thirty (30) days after the end of the aforesaid commencement date of this Lease, either landlord or Tenant may cancel this Agreement. (A) RENT Tenant agrees to pay to Landlord as rent for the Premises being the monthly sum as stated in the Base Provisions, Page I Section I "D", Additional Rent, (Section "E") and monthly variable rent, Section "F" (and Paragraph 5B below) on or before the FIRST of each month, except that the first month's rent shall be paid upon the execution hereof rent for any period during the term hereof which is for less than one (1) year period unless prior month shall be a prorated portion of the monthly rent herein, based upon a thirty (30) day month. Tenant agrees to pay rent for the giving entire term of the Lease. Said rent shall be paid to Landlord without deduction or offset. Said payments shall be made payable to: eOfficeSuites, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or to such notice other person or within ten at such other place as Landlord may from time to time, designate in writing. (10B) days thereafter Rent shall include, Base Rent, additional Rent and Monthly Variable which includes but is not limited to, telephone charges, photocopying, facsimile, overnight mail service, etc. provided by Landlord to Tenant or any charges arising out of Tenant's use of the Premises as provided for herein shall have delivered vacant possession all be deemed Rent. Failure to pay Rent, when due shall constitute an event of such Offer Space to Tenantmaterial default under This Lease.

Possession. If this Lease is executed before the Premises become ready for occupancy and Landlord cannot deliver possession of the Premises on or before the Scheduled Commencement Date for any reason other than omissions, delays or defaults caused by Tenant or its employees, agents or contractors, then the Scheduled Commencement Date shall be postponed as provided in Paragraph 2 above, and "Base Rental" (aas herein defined) If shall abate until the Commencement Date occurs, and Tenant exercises its right hereby accepts ▇▇▇▇ abatement in full settlement of any and all claims Tenant may have against Landlord arising from Landlord's inability to lease deliver possession at the Offer Space Scheduled Commencement Date. Occupancy by Tenant prior to the Scheduled Commencement Date shall in all other respects be pursuant to the terms of this Lease. By occupying the Premises, Tenant shall be deemed to have accepted the same and acknowledged that the Premises are in the condition required hereunder, subject to any "punch list" items agreed to by Landlord and Tenant prior to Tenant's occupancy of the Premises and further subject to the truth and accuracy of any and all of Landlord's representations as provided in this Lease in regards to the condition of the Premises. Notwithstanding anything to the contrary hereinabove, in the event that Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or May 31, 2006 for any reason within the reasonable control of Landlord or any reason other reasonthan omissions, then delays or defaults caused by Tenant or its employees, agents or contractors, Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within right, upon not less than ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space prior written notice, to Tenantterminate and cancel this Lease and thereby releasing both parties from any further obligations.

Possession. No Grantor may (aA) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession Dispose of the Offer Space to Tenant by reason of the holding over or retention of relinquish possession of any tenant or occupant Spare Parts Asset to anyone except that the applicable Grantors shall have the right, (w) to Dispose to the extent permitted under Section 6.04 of the Offer Space Loan Agreement and in the ordinary course of business, (x) to transfer possession of any Spare Parts Asset in the ordinary course of business to the manufacturer thereof or any other organization for testing, overhaul, repairs, maintenance, alterations or modifications (to the extent required or permitted by the terms hereof) or to any Person for the purpose of transport to any of the foregoing; provided that such Grantor covenants to promptly pay when due any payment obligation resulting in a mechanic’s or other Lien related to such testing service, repair, maintenance, overhaul, alternation, modification, or transport, (y) to subject any Spare Parts Asset to a maintenance servicing agreement arrangement entered into and operated in the ordinary course of business or (z) to transfer in the ordinary course of business any Spare Parts Asset between any Designated Spare Parts Locations; provided, however, that if the applicable Grantor’s title to any such Spare Parts Asset shall be divested under any situation described in clauses (x) through (z) above, such divestiture shall be deemed to be a Disposition with respect to such Spare Parts Asset subject to the provisions of Section 2.06(b) of the Loan Agreement or (B) commingle at any location its Spare Parts Assets that constitute Collateral with (i) Landlord other Spare Parts of the applicable Grantor not constituting Collateral or (ii) the Spare Parts of another Affiliate if such other Affiliate has pledged Spare Parts which are not Collateral to secure any other Indebtedness or obligations, unless (x) the ownership of each such commingled Spare Parts can be definitely determined at all times by reference to the applicable Grantor’s or Affiliate’s Spare Parts tracking number and system, as applicable, or (y) the Spare Parts of such Grantor or Affiliate are not of a type or category of spare parts that corresponds to a type of category of Spare Parts Assets that is included in the Collateral; provided that Spare Parts that are segregated on a separate aisle, shelf or in a separate storage bin or other storage unit or area shall not be liable considered as having been commingled even though such Spare Parts are present at the same location so long as the applicable Grantor install signs 1" = "1" "WEIL:\97602794\7\13173.0005" "" WEIL:\97602794\7\13173.0005 in or on each such aisle, shelf, bin or other storage unit or area containing Collateral bearing the inscription: “Property of [GRANTOR], Mortgaged to Tenant THE BANK OF NEW YORK MELLON as Collateral Agent for any failure by a then existing tenant or occupant to vacate any the benefit of the Offer Space, Secured Parties” (ii) Landlord shall use commercially reasonable efforts such sign to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, be replaced if appropriate in Landlord’s good faith judgment, institute and diligently prosecute there is a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementCollateral Agent). (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its In connection with Lender's right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Property, Borrower acknowledges that it has been advised that there is a significant body of law in Michigan which purportedly provides that in the absence of a showing of waste of a character sufficient to Tenant by reason endanger the value of the holding over Property (or retention of possession other special factors) a person in the role of any tenant or occupant of the Offer Space (i) Landlord shall not be liable Borrower is entitled to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant remain in possession of the Offer Space within ninety (90) days after Property and to enjoy the anticipated availability date as stated by Landlord in earnings, revenues, rents, issues, profits and income of the Offer Notice Property during the pendency of foreclosure proceedings and in connection therewithuntil the expiration of the redemption period, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except notwithstanding that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision Mortgage expressly provides to the contrary” within . Borrower further acknowledges that it has been advised that Lender considers that the meaning of Section 223-a value of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to security granted hereby is inextricably intertwined with the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason effectiveness of the holding over or retention management, maintenance and general operation of possession of any tenant or other occupant or for any other reason, then Tenant shall the Property and that Lender would not make the loan secured hereby unless it could be assured that it would have the right to withdraw its Acceptance Notice by written notice take possession of the Property and manage or control management thereof given on and enjoy the earnings, revenues, rents, issues, profits and income of the Property therefrom immediately upon an Event of Default notwithstanding that foreclosure proceedings may not have been instituted or before are pending or that the date that shall be thirty (30) days redemption period, if any, may not have expired. Borrower hereby knowingly, intelligently and voluntarily waives all rights to possession of the Property from and after the end occurrence of an Event of Default and upon demand for possession by Lender Borrower agrees not to assert any objection or defense to Lender's request or to petition to a court for possession, and hereby conferred to the aforesaid one (1) year period unless appointment of a receiver for the Property. The rights hereby conferred upon Lender have been agreed upon prior to the giving occurrence of such notice or within ten (10) days thereafter Landlord an Event of Default and the exercise by Lender of these rights shall have delivered vacant possession not be deemed to put Lender in the status of such Offer Space a "Lender in possession". Borrower acknowledges that this provision is material to Tenantthis transaction and that Lender would not make the loan secured hereby but for this paragraph.

Possession. (a) If Landlord shall have no liability to Tenant exercises its right to lease the Offer Space and if Landlord is shall be unable to deliver possession of the Premises on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant commencement of the term of this Lease by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant prior occupancy, or by reason of delay in completion of the building of which the Premises are a part or in completing, repairing or remodeling the Premises for Tenant's occupancy if such is provided herein, or for any failure by a then existing tenant or occupant to vacate any other cause beyond the reasonable control of the Offer SpaceLandlord, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord but in the Offer Notice and in connection therewithsuch event, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space and rent shall not commence until Landlord shall deliver vacant possession of the Offer Space Premises is tendered to Tenant and the expiration of the term shall be extended accordingly; provided that if possession is not tendered to Tenant within 180 days after the stated commencement date, other than by reason of delays caused by Tenant, Tenant may terminate this Lease by notice to Landlord within 10 days thereafter. The If delay in tender of possession is caused by Tenant, Tenant shall pay Basic Monthly Rent for the period of such delay. If Tenant shall occupy the Premises prior to the date of the commencement of the term with consent of Landlord, such occupancy shall be subject to all of the terms set forth in the preceding provisions and conditions of this Section 37.5 are intended Lease, including payment of rent and all other charges. Tenant shall, from time to constitute “an express provision time, within 10 days after request by Landlord, execute and deliver to Landlord a certificate confirming this Lease, the contrary” within the meaning of Section 223-a status thereof and of the New York Real Property Law or Premises and Tenants occupancy thereof, in such form and with respect to such other matters as Landlord may reasonably request. Tenant shall not be entitled to withhold such certificate on the basis of any successor Requirement. (b) claimed default by Landlord hereunder. Notwithstanding anything to the contrary contained in this Section 37.5any other provision herein, if Landlord shall have failed to deliver possession of such Offer Space the term has not commenced on or before 3 years from the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonthis Lease, then Tenant this Lease shall thereupon terminate and neither party shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior any liability to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantother hereunder.

Possession. (a) If a. Tenant exercises its right to lease agrees that in the Offer Space and event of the inability of Landlord is unable to deliver possession of the Premises to Tenant on the date anticipated Commencement Date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession Subparagraph 7 of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Fundamental Lease Provisions, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any of the Offer Space, (ii) damage resulting therefrom. Should Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant tender possession of the Offer Space Premises to Tenant prior to the date specified for commencement of the term hereof, and Tenant elects to accept such prior tender, such prior occupancy shall be subject to all of the terms, covenants and conditions of this Lease. Notwithstanding the above, if Landlord does not deliver possession within ninety three (903) months of the anticipated Commencement Date stated in Subparagraph 7 of the Fundamental Lease Provisions, Tenant can elect to terminate this Lease by giving written notice to Landlord within five (5) days after said date, in which case this Lease shall be terminated and any sums paid or security deposit delivered to Landlord shall be returned to Tenant. However, delays caused by Force Majeure (defined in Paragraph 40 below) shall extend such three-month period by the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant number of days of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to delay. b. Inasmuch as Tenant is taking the Premises “as is”, possession of the Premises shall be deemed delivered and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space this Lease shall not commence until when Landlord shall deliver vacant tenders possession of the Offer Space Premises to Tenant. The terms set forth in Landlord shall tender possession of the preceding provisions Premises to Tenant upon execution of this Section 37.5 are intended Lease, provided that Tenant has delivered to constitute “an express provision to Landlord the contrary” within prepaid rent and security deposit provided for in Paragraph 3.f and 3.h below and the meaning Certificate of Section 223-a of the New York Real Property Law or any successor RequirementInsurance provided for in Paragraph 18.a below. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its right the Landlord, for any reason whatsoever, cannot cause the Commencement Date to lease occur by the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Expected Occupancy Date, this Lease shall not be liable to Tenant for any failure by a then existing tenant void or occupant to vacate any voidable, nor shall the expiration date of the Offer Spaceabove term be in any way extended, (ii) Landlord but in that event, excepting delays caused by Tenant, all rent shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession be abated during the period between the commencement of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises said term and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until time When Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementdelivers possession. (b) Notwithstanding anything In the event that Landlord shall permit Tenant to occupy the Premises prior to the contrary contained Commencement Date of the term, such occupancy shall be subject to all the provisions of this Lease. In this regard, Tenant shall be entitled to enter the Premises at least twenty (20) days prior to the Commencement Date for the purpose of installation of furniture, trade fixtures and equipment, which early occupancy shall be subject to the terms and conditions of this Lease, excepting the payment of Base Rent. The parties shall use their respective good faith efforts to schedule work during such periods so as not to unreasonably interfere with their respective efforts (the parties acknowledge that such early entrance may be "Phased" concerning certain portions of the Premises to allow for the laying of carpet therein). Said early possession shall not advance the termination date hereinabove provided. Additionally, subject to the provisions of this Section, Tenant shall be provided access to the Premises by December 20, 1998, for the purpose of constructing certain improvements in accordance with the provisions of the Work Letter Agreement. In no event shall Tenant's use of the Premises pursuant to this Section 37.54(b) be deemed to be Tenant's acceptance of possession of the Premises or constitute the Commencement Date. (c) Tenant's taking possession of the Premises shall constitute Tenant's acknowledgment that the Premises are in good condition, if and that Tenant agrees to accept the same in its condition existing as of the date of such entry and subject to all applicable municipal, county, state and federal statutes, laws, ordinances, including zoning ordinances, and regulations governing and relating to the use, occupancy or possession of the Premises, subject to the Punch List Item (as hereinafter defined). Notwithstanding the foregoing, within ten (10) days prior to and within sixty (60) days after the Tenant takes possession of the Premises, Tenant shall deliver to Landlord a list of items ("PUNCH LIST ITEMS") that Tenant reasonably deems that Landlord complete or correct in order for the Premises to be reasonably acceptable. The Punch List Items shall not include any damages and/or repairs caused by Tenant, its agents, employees, contractors or subcontractors. Landlord shall have failed complete and/or correct such items set forth on the Punch List Items using its good faith efforts and due diligence within thirty (30) days following receipt of the Punch List Items; provided, however, that with respect to deliver possession those items that Landlord reasonably contends do not require completion and/or correction, Landlord and Tenant shall negotiate in good faith for a resolution of such Offer Space on or before item. If Tenant does not deliver the date which is Punch List Items to Landlord within such time periods, Tenant shall be deemed to have accepted the condition of the Premises. (d) For a period of one (1) year after following the anticipated Offer Space Commencement Date ("WARRANTY PERIOD"), Landlord shall warranty the condition of the Building and the Premises, to the extent that such improvements will be constructed by Landlord, its agents, employees, contractors and subcontractors. Following Landlord's receipt of written notice from Tenant during the Warranty Period, Landlord shall use its commercially reasonable efforts to complete such warranty repair in a timely basis as soon as possible. Landlord's repair obligations pursuant to this Section 4(d) shall be subject to Tenant's rights pursuant to Sections 11(d) and (3) of this Lease. The expiration of the Warranty Period shall not otherwise affect Landlord's obligations to make certain repairs as set forth in Section 11(b) of this Lease or effect the Offer Notice by reason of the holding over or retention of possession enforcement of any tenant applicable warranty provided by any third party contractor or other occupant or for materialmen relating to the Building. (e) Notwithstanding any other reasonprovision of Section 4 to the contrary, then in the event that the Commencement Date has not occurred on or before May 7, 1999 ("OUTSIDE DELIVERY DATE"), for a period of five (5) business days thereafter, as Tenant's sole and exclusive remedy (except as set forth in this Section 4(e), Tenant shall have the right to withdraw its Acceptance Notice extend the date upon which Tenant is required to accept possession of the Premises until October 1, 1999 ("DELAYED DELIVERY DATE"), by delivery of written notice thereof given of such election within such time period; provided, however, Tenant may accept possession of the Premises at any time prior to the Delay Delivery Date, which acceptance would accelerate the Commencement Date to the date of such acceptance. The failure of Tenant to make such election within such time period shall be deemed Tenant's waiver of such extension right. In the event that Tenant makes such election to extend the Commencement Date of this Lease until the Delayed Delivery Date, this Lease shall remain in full force and effect, the Commencement Date shall be deemed the Delayed Delivery Date, the expiration date of the Lease shall be correspondingly extended, and, except as otherwise provided in this Section 4(e), all terms and conditions of this Lease shall remain in full force and effect. The parties acknowledge and agree that the extension of the Commencement Date under the Delayed Delivery Date shall cause a material financial impact upon Landlord, accordingly, each party agrees to use its best commercially reasonable efforts to cause the Commencement Date to occur on or before the date Outside Delivery Date. Subject to the preceding sentence, the parties acknowledge that the reason for the delay of the Commencement Date past the Outside Delivery Date is of material importance to the parties. The parties hereby agree that in the event the Commencement Date is delayed past the Outside Delivery Date due solely to delays caused by Landlord, its agents, employees, contractors or subcontractors, provided that Tenant has made the election to extend the Commencement Date until the Delayed Delivery Date, as provided in this Section 4(e), in addition to any Base Rent-free possession granted to Tenant pursuant to Section 5(b) of this Lease, Tenant shall be thirty entitled to thirty-seven (3037) days after the end of Base Rent-free possession of the aforesaid one Premises beginning upon the sixty-first (161st) year day following the Commencement Date of this Lease, provided, however, if Tenant accepts possession of the Premises within thirty-seven (37) days following the Outside Delivery Date, such Base Rent-free period unless prior shall be accordingly decreased. In the event that the Commencement Date is delayed past the Outside Delivery Date for any reason other than as set forth in the preceding sentence, which includes, but is not limited to, any form of delay caused by reasons beyond the control of Landlord or delays caused by Tenant, its agents, employees, contractors or subcontractors, the granting of the Base Rent-free period pursuant to the giving preceding sentence shall not be applicable. (f) Notwithstanding any other provision of this Section 4 to the contrary, in the event that the Commencement Date has not occurred by November 15, 1999, for a period of fifteen (15) days thereafter, Tenant shall have the right to terminate this Lease by delivery of written notice to Landlord, in which case the parties shall have no further obligations under this Lease. The failure of Tenant to deliver such notice within such time period shall be deemed a waiver of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space right to Tenantterminate.

Possession. (a) A. If Tenant exercises its right to lease the Offer Space and Landlord is unable to cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises and Common Areas to the Tenant by reason on the Commencement Date of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Term, this Lease shall not be void or voidable, nor shall the Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any of the Offer Spacedamage resulting therefrom. Under such circumstances, all rent (iiincluding without limitation utilities, Taxes and Operating Costs) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space provided for herein shall not commence until Landlord shall the Premises and Common Areas have been delivered to Tenant and no such failure to deliver vacant possession on the commencement Date of the Offer Space to Tenant. The terms set forth in Term shall affect the preceding provisions validity of this Section 37.5 are intended to constitute “an express provision to Lease or the contrary” within the meaning of Section 223-a obligations of the New York Real Property Law Tenant hereunder, and the Term shall be extended accordingly, provided however if the Premises and Common Areas have not been substantially completed on or any successor Requirement. before April 1, 2001, then in such event, Tenant shall be entitled to a credit equal to two (b2) days rent for each day until substantial completion and delivery of the Premises and Common Areas. Notwithstanding anything to the contrary contained in this Section 37.5herein, if the parties hereby agree and acknowledge that Landlord shall have failed not be obligated to deliver possession thirty (30) of such Offer Space the nine hundred (900) parking spaces on the Commencement Date, it being agreed and understood that Landlord shall deliver said thirty (30) parking spaces within thirty (30) days after the Commencement Date. B. Notwithstanding the provisions of Section 3.A hereof, in the event of any of the following: (i) Landlord fails to close its construction loan in the amount of $21,469,000 with Bank of America within sixty (60) days of the date hereof; Landlord hereby agreeing to deliver evidence of the same to Tenant within sixty-five (65) days of the date hereof; or (ii) Landlord fails to obtain any necessary federal, state and local licenses, permits, and approvals, including without limitation the issuance of a building permit allowing commencement of construction of the Building from the City of Phoenix on or before June 9, 2000 and the issuance of a building permit allowing construction of that portion of the parking areas serving the Building located on the Additional City of Phoenix Land (as hereinafter defined) from the City of Phoenix on or before June 30, 2000. Landlord represents that as of the date of execution hereof, the only license, permit or approvals required to commence construction of the Building and Common Areas are two (2) building permits from the City of Phoenix, Landlord represents, warrants and covenants that it shall obtain the building permit for the Building no later than June 9, 2000 and agrees to deliver a copy of said building permit to Tenant no later than June 10, 2000. Landlord further agrees on or before June 30, 2000 to obtain the building permit required to perform work on the additional parcel of Land (“Additional City of Phoenix Land”) acquired by Landlord from the City of Phoenix on June 30, 2000 (which Additional City of Phoenix Land is included within the Land described on Appendix “A” attached hereto) and to obtain an amendment to its site plan on or before June 30, 2000 and to deliver a copy of the building permit for the Additional City of Phoenix Land and the site plan approval to Tenant on or before July 10, 2000; or (iii) Landlord fails to commence steel erection on or before June 30, 2000; or (iv) Landlord fails to substantially complete construction of the Building and Common Areas and deliver possession thereof on or before September 1, 2001; then in the event of any of the foregoing events, Tenant may elect to terminate this Lease on written notice to Landlord in which case the parties hereto shall have no further obligations hereunder, provided however to the extent of any Tenant Delay (as defined in the Workletter), the foregoing time periods shall be extended accordingly. Any Force Majeure Event as provided in Section 26 hereof shall not delay or extend any of the foregoing dates. Notwithstanding the immediately preceding sentences, any Force Majeure Event as provided in Section 26 hereof shall extend the dates set forth in subsections (iii) and (iv) only for a period not to exceed thirty (30) days thereafter. C. The Premises and Common Areas shall be substantially complete only if and when the following have occurred: (a) The Landlord’s Work together with the Common Areas and (b) the Tenant’s Work are substantially complete and so certified by the Landlord’s architect in the form of AIA Certificate of Substantial Completion No. G704 and by Landlord’s general contractor, and verified by Tenant’s architect, with the exception of Punch List Work (as defined in the Workletter), which Punch List work may include but is not limited to the monument signage and minor portions of the landscaping, which Punch List Work shall be fully completed by Landlord within thirty (30) days without material interference to Tenant, provided however that to the extent that any item of Punch List Work cannot be completed within thirty (30) days despite Landlord’s diligent efforts, as a result of matters outside Landlord’s reasonable control, such as long lead times or back ordered materials for example, said thirty (30) day period shall be reasonably extended; and (ii) the premises are broom clean and free of debris; and (iii) a temporary or permanent certificate of occupancy has been issued from the Jurisdiction in which the Property is located, provided that in the case of a temporary certificate, Tenant’s right to occupancy shall not be revocable as a result in delay or failure to satisfy the conditions necessary to cause the issuance of a permanent certificate of occupancy; and (iv) all utilities required for use of the Premises have been brought by Landlord to the utility switching points; and (v) all Common Areas and Park Common Areas serving the Building, including without limitation the parking and landscaping, have been substantially completed except for minor items of Punch List Work, which shall be fully completed by Landlord as provided in Section 3.(c).(i) hereof. It is further understood that within 48 hours prior to initial occupancy, the parties shall jointly inspect the Premises and Common Areas and prepare a list of Punch List work to be completed by Landlord as heretofore provided. Tenant agrees to provide a supplemental list of Punch List Work within one hundred twenty (120) days after occupancy encompassing all items not then completed except for latent defects. Landlord further agrees to obtain a permanent certificate of occupancy as soon as reasonably possible and in no event prior to expiration of the temporary certificate of occupancy. D. Landlord hereby warrants and guaranties at its sole cost and expense that the Landlord’s Work and the Tenant’s Work shall be free from defects for a period of one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason or such later date that all of the holding over or retention foregoing work has been completed. In addition, Landlord agrees to provide Tenant prior to the Commencement Date with copies of possession all contractors’, suppliers’ and manufacturers’ warranties and to enforce all contractors’, suppliers’ and manufacturers’ warranties for the benefit of any tenant or other occupant or Tenant for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before entire length of the date that shall be thirty (30) days after the end warranty period. The enforcement of said warranties during the aforesaid one (1) year period unless prior shall be at Landlord’s sole cost and expense. In addition, Landlord agrees to repair at its sole cost and expense any latent defects in any of the foregoing work promptly after receipt of notice from Tenant, provided such notice is received from Tenant within three (3) years of the Commencement Date or such later date that all the work has been completed. E. If the Commencement Date is delayed beyond April 1, 2001, if the measurement of the Premises results in a change in the rentable square feet, or if the amount of the Base Rent is changed due to a change in the rentable square feet as otherwise specifically provided herein, the parties agree to execute a certificate memorializing the same. Prior to the giving Commencement Date, the parties shall jointly execute a certificate setting forth the Commencement Date, the rentable square feet of such notice or the Premises and the Base Rent. Tenant shall have the right to measure the Premises within ten thirty (1030) days thereafter of the completion of the steel erection in order to verify the measurement of the Premises. F. In order to guarantee Landlord’s obligations to construct the Landlord’s Work and Tenant’s Work and to perform all of its construction obligations described in Section 3 of this Lese and the Workletter attached hereto as Appendix “C”, Landlord hereby acknowledges and agrees to furnish to Tenant concurrently with the execution of this Lease, a construction completion guaranty in the form attached hereto as Attachment “E” to the Workletter from Alter Design Builders, L.L.C. for all work performed or to be performed by Landlord and Alter Design Builders, L.L.C., pursuant to the terms and provisions of Section 3 hereof, including, without limitation, the warranties set forth in Section 3 hereof and the Workletter. G. All Tenant’s Work including, but not limited to, areas of raised computer flooring and underfloor cabling, electrical distribution and ductwork shall be part of the Premises (and shall remain therein at the end of the Term), except for Tenant’s business fixtures, equipment and personal property (which such personal property shall include, without limitation, telephone and computer systems), all of which business fixtures, equipment and personal property shall remain the property of the Tenant and shall be removed at the expiration of the Term. Tenant’s Plans shall have delivered vacant possession of such Offer Space to Tenantthe meaning set forth in the Workletter attached hereto and incorporated herein by reference.

Possession. THE PURCHASER Upon payment of the first N5,000,000.00 (aFive Million Naira) If Tenant exercises its as stated in 3(b) above, shall retain exclusive right to lease enter the Offer Space land, take actual possession of it, erect its corporate sign post, parcelate, clear, bulldoze and Landlord measure the land, commence gate house construction, commence building and construction projects. That from the commencement of this agreement till when the purchase price is unable to deliver possession on the date set forth defrayed, THE PURCHASER shall remain in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason land. The PURCHASER shall have right against all forms of encumbrances and disturbance from the VENDOR or anybody claiming title through them. THE VENDOR covenants with THE PURCHASER that it have not done, engaged in or carried out any act or omission, deed and/or anything whatsoever in respect of the holding over property herein which will make the VENDOR incapable of or retention of possession of any tenant or occupant of preventing THE VENDOR from selling or/and assigning the Offer Space (i) Landlord shall not be liable property and further agrees at all times hereafter to Tenant indemnify THE PURCHASER fully for any failure by loss or damage arising from a then existing tenant or occupant successful claim to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect title to the Premises and property or any act done by any person with an adverse claim to the Offer Space shall not be affected thereby except property. THE PURCHASER hereby admits that it is entering into this contract based on information given it by the VENDOR that the term property is free from encumbrance, boundary issues, litigation or any form of the lease with respect disturbance. That THE VENDOR has agreed to execute deed of assignment and every other document necessary and instrumental to THE PURCHASER obtaining perfect title to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenantproperty at no extra cost. The terms set forth in VENDOR hereby agrees to be true, all information given by it and covenants to indemnify the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or PURCHASER fully for any other reasonloss incurred by them as a result of relying on the information given by them. THE VENDOR hereby agrees that the executing of all agreements, then Tenant shall have including the right to withdraw its Acceptance Notice by written notice thereof given on or before Deed of Assignment, covering the date that 200 (Two Hundred) plots of land herein above mentioned, shall be thirty (30) days after undertaken and expressly signed by the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.relevant parties at no extra cost whatsoever

Possession. (a) Section 23.1 If Tenant exercises its right to lease the Offer Space and Landlord is shall be unable to deliver possession of the Premises on the Commencement Date or any additional space to be included within the Premises on the specific date set forth (if any) designated in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by this Lease for any reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) whatsoever, Landlord shall not be liable subject to Tenant any liability therefor and the validity of this Lease shall not be impaired thereby, but the Commencement Date shall be postponed until five (5) Business Days following notice from Landlord that the Premises or such additional space, as the case may be, are available for any failure occupancy by a then Tenant. If the existing tenant or occupant to vacate any of floors 7, 8 and 9 holds over after the Offer Spaceexpiration of its lease term, (ii) Landlord Landlord, at its expense, shall use commercially reasonable efforts efforts, which shall include the prompt commencement and diligent prosecution of an eviction action against such holdover tenant, to obtain possession of such portion of the Premises. In addition, to the extent Landlord collects any holdover rental (exclusive of electricity) from such existing tenant in excess of the Fixed Rent and Escalation Rent that Tenant would have been obligated to pay Landlord for the corresponding period under this Lease, Landlord shall pay Tenant one-half of such excess, after first recovering the expenses incurred by Landlord in connection with such holdover proceeding. Tenant expressly waives any right to rescind this Lease under Section 223-a of the New York Real Property Law or under any present or future statute of similar import then in force and further expressly waives the right to recover any damages that may result from Landlord’s failure to deliver to Tenant vacant possession of the Offer Space within ninety Premises or such additional space on the specific date (90if any) days after designated for the anticipated availability date as stated by Landlord in commencement of the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except Term. Tenant agrees that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 Article 23 are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.a.

Possession. (a) If Tenant exercises its right 6.1 The said Flat shall be deemed to lease be ready for delivery of possession upon the Offer Space same being completed internally and Landlord reasonable ingress to and egress from the said flat being provided along with temporary or permanent water, drainage, sewerage, electricity and lift facilities/connections. A certificate from the Architects regarding such completion shall be final and binding upon the Purchaser. Once the flat is unable so ready, the Builder shall issue Notice of Possession to deliver the Purchaser and call upon the Purchaser to take possession on thereof of the date set forth aforesaid unit upon payment of all outstanding amounts to the Builder. The interim Rules and Regulations for Management and Maintenance of the common areas and facilities of the said cluster in respect of all residents of the Offer Notice as said cluster will be handed over during possession for due compliance thereof. 6.2 In the date on which Landlord anticipates delivering event of the Purchaser not making full payment of the Agreed Consideration, the Additional Payments and Mandatory Deposits / Advance / Extra Costs and/or not complying with any of his obligations and/or not taking possession of the Offer Space to Tenant by reason said Unit within a period of 30 days from the date of the holding over or retention Notice of possession Possession under clause 6.1 above, the Purchaser shall be deemed to have committed default entitling the Builder to the Rights on Purchaser's Default and the Purchaser shall further be liable to pay to the Builder interest @ 12% per annum on all the amounts remaining due until realization. 6.3 With effect from the date of any tenant or occupant expiry of the Offer Space period specified in the Notice of Possession, the Purchaser shall be deemed to have fully satisfied himself regarding the Plans, the constructions (i) Landlord including the quality, specifications and workmanship thereof), the Built- Up and Salable Built-Up Areas, the quality of materials used, the structural stability and the completion of the Buildings, the Common Portions and the said Flat and shall not thereafter be entitled to raise any objection or make any claim regarding the same 6.4 The Vendors and Builder make it clear to the Purchaser that the project will be developed in phases and the entire project may not at the same time be completed; to which the Purchaser shall have no objection. The Purchaser also agrees to the same and further agrees that the common facilities/ installations and amenities will accordingly also be made ready in phases and non completion of the whole project or all amenities/facilities/installations shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any an excuse of the Offer Space, (ii) Landlord shall use commercially reasonable efforts Purchaser to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except claim that the term said Flat is not completed and ready for delivery of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementpossession. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Possession of the Premises shall be delivered by ---------- Landlord to Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in Effective Date free and clear of all tenants and occupants and the Offer Notice as rights of either and all liens, encumbrances, rights or privileges other than the date on which Landlord anticipates delivering Permitted Exceptions. Tenant shall accept possession of the Offer Space to Tenant by reason Premises in their condition as of the holding over or retention of possession of any tenant or occupant Effective Date with all existing structures, paving and other improvements. Tenant shall be entitled, from the Effective Date to the Commencement Date, to exercise all of the Offer Space rights and privileges of the tenant under this Lease (i) including, without limitation, the preparation of the Premises for the conduct of Tenant's anticipated business operations, including the demolition, alteration and construction of improvements in accordance with Article 6). During such period from the Effective Date to the Commencement Date, however, Tenant shall have no obligation with respect to payment of Annual Base Rent, Percentage Rent, Impositions or any other monetary obligations of Tenant under this Lease, all such payment obligations to commence only from and after the Commencement Date. Notwithstanding the foregoing, Landlord shall be entitled for a period not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, exceed fifteen (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (9015) days after the anticipated availability date as stated by Landlord Effective Date, to continue to use and occupy the structures, paving and other improvements currently present at the Premises (together with Landlord's personal property, fixtures and equipment located therein) to operate Landlord's business at the Premises in the Offer Notice same manner as heretofore operated. Landlord shall, however, use its reasonable efforts and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect all due diligence to vacate the Premises and at the Offer Space shall earliest date reasonably possible (but not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. later than fifteen (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (3015) days after the end Effective Date). Landlord shall cooperate reasonably with Tenant to facilitate Tenant's activities on the Premises (including, without limitation, construction of the aforesaid one (initial Improvements described in paragraph 6. 1) year period unless prior to the giving of such notice or within ten (10) days thereafter ). Landlord shall have delivered vacant possession indemnify and hold Tenant harmless from and against all losses, costs, claims and damages (including attorneys' fees) arising from or relating in any manner to Landlord's possession, occupancy and use of such Offer Space to Tenantthe Premises from and after the Effective Date.

Possession. (a) 4.1 If Tenant exercises its right to lease the Offer Space and Landlord is unable to for any reason whatsoever cannot initially deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to Tenant by reason at the commencement of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord term hereof, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any damage resulting therefrom, nor shall the expiration date of the Offer Spaceabove term be in any way extended, (ii) Landlord but except as otherwise specifically provided herein, in that event, all rent shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession be abated during the period between the commencement of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises said term and the Offer Space shall not be affected thereby except that time when Landlord delivers possession. 4.2 In the event the commencement date of the term of this Lease is other than as provided in Section 3 above, then Landlord and Tenant shall execute a written acknowledgment of the lease with respect date of commencement and shall attach it to this Lease as Exhibit "B." 4.3 In the event that Landlord shall permit Tenant to occupy the Premises prior to the Offer Space commencement date of the term, such occupancy shall be subject to all of the provisions of this Lease and said early possession shall not advance the termination date hereinabove provided. In the event Tenant occupies the Premises prior to the commencement date of the term for the installation of Tenant trade fixtures and equipment in the Premises, or otherwise, such use or occupancy shall be pursuant to the express conditions that (a) Tenant's early entry shall not interfere with Landlord's work or construction or cause labor difficulty; (b) Tenant shall execute an indemnity agreement in favor of Landlord in form and substance satisfactory to Landlord; (c) Tenant shall pay for and provide evidence of insurance issued by an insurance carrier (or evidence of self-insurance) approved in writing by Landlord; and (d) Tenant shall pay utility charges reasonably allocated to Tenant by Landlord. Tenant shall not commence until Landlord shall deliver vacant possession the operation of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless business prior to the giving commencement date of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession the term without the express prior written consent of such Offer Space to TenantLandlord.

Possession. Tenant shall have access to the Premises prior to the Commencement Date for the purpose of preparing the Premises for occupancy by Tenant, and for the construction of the tenant improvement work to be performed by Tenant (athe “Tenant Improvement Work”) described on Exhibit “B” attached hereto, upon execution of this Lease by both parties, and upon delivery by Tenant to Landlord of evidence that Tenant’s commercial general liability insurance is in effect. Landlord and Tenant shall mutually cooperate in the scheduling of their respective work in the Premises. Landlord shall endeavor to deliver the Premises to Tenant on or before August 15, 2004 with all of Landlord’s Work substantially completed. If Tenant exercises its right to lease the Offer Space and Landlord is unable fails to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to Tenant by reason on or before the Rent Commencement Date with Landlord’s Work substantially completed, then the Commencement Date of the holding over or retention initial Lease term (and the Rent Commencement Date) shall be extended one day for each such day of possession of any tenant or occupant of the Offer Space (i) delay. In addition, Landlord agrees that it shall not be liable to reimburse Tenant for any the actual hold over costs incurred by Tenant under its existing lease as a result of Landlord’s failure by a then existing tenant or occupant to vacate any of timely deliver the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of Premises as required herein. Notwithstanding the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewithforegoing, if appropriate in Landlord has not delivered the Premises on or before November 1, 2004 with Landlord’s good faith judgmentWork substantially completed, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under Tenant shall be entitled immediately to terminate this Lease with respect upon written notice to Landlord, and neither party shall have any further liability to the Premises and other except for Landlord’s obligation to reimburse Tenant the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenantactual hold over costs incurred by Tenant under its existing lease. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained herein or elsewhere in this Section 37.5Lease, if Landlord agrees that Tenant shall have failed to deliver possession a period of such Offer Space on or before the date which is one (1) year after week from the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason date of delivery of the holding over or retention Premises free of possession charge of any tenant or other occupant or for any other reasonrent to move-into the Premises. Upon delivery of the Premises, then Landlord and Tenant shall jointly inspect the space and prepare a list of any punch list items relating to Landlord’s Work. Landlord shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space complete all punch list items relating to TenantLandlord’s Work.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver tender possession of the Premises to Tenant on the scheduled commencement date of the Term as set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Premises Preparation Agreement, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any failure loss or damage resulting therefrom except to the extent caused by a then existing tenant the gross negligence or occupant to vacate any willful misconduct of Landlord. However, if commencement of the Offer SpaceTerm is delayed beyond the scheduled commencement, (ii) Tenant shall not be liable for any rent until Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant tenders possession of the Offer Space Premises to Tenant with the Tenant Improvements substantially completed, and the expiration date of the Term may be correspondingly extended at Landlord’s sole discretion by written notice to Tenant. If the Term has not commenced within ninety one hundred eighty (90180) days after the anticipated availability date as stated by scheduled term commencement, either Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under Tenant may terminate this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by delivering written notice thereof given on or before to the date that shall be thirty other within fifteen (3015) days after the end of that 180-day period, without prejudice to any rights either party may have against the aforesaid one (1) year period unless prior other. However, to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant extent Landlord’s inability to tender possession of such Offer Space the Premises to Tenant in accordance with (or earlier than provided for in) the Premises Preparation Agreement is caused by Tenant’s negligence or breach of this Lease or of the Premises Preparation Agreement, or by other delays caused by Tenant or its agents or contractors (collectively, “Tenant Delays”), the commencement of the Term for all purposes under this Lease shall be accelerated by the number of days of those Tenant Delays.

Possession. (a) If Subject to the terms of this Lease, Tenant exercises its right acknowledges that it will examine the Premises and Exterior Area before taking possession hereunder. Tenant acknowledges it has been afforded full access to lease the Offer Space Premises and Landlord is unable Exterior Area to deliver possession on the date set forth in the Offer Notice conduct such examinations as the date on which Landlord anticipates delivering possession of the Offer Space it deems appropriate to Tenant by reason of the holding over determine if patent or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease latent defects exist with respect to the Premises or Exterior Area and all construction activity relating thereto. Except to the Offer Space shall not be affected thereby except that the term of the lease extent expressly set forth in this Lease (including, without limitation, with respect to those items expressly warranted by Landlord in Section 2.8 and Landlord’s obligations with respect to latent defects set forth in Section 7.5(a) below), Tenant accepts the Offer Space shall not commence until Landlord shall deliver vacant Premises and Exterior Area in its then “AS-IS, WHERE IS, WITH ALL FAULTS” condition without any representations or warranties of any kind (including, without limitation, any express or implied warranties of merchantability, fitness or habitability) and ▇▇▇▇▇▇’s taking possession of the Offer Space to Tenant. The terms set forth in Premises or Exterior Area or any portion thereof shall be conclusive evidence against Tenant that the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a portion of the New York Real Property Law Premises or any successor RequirementExterior Area taken possession of was then in good order and satisfactory condition AND TENANT SHALL THEREUPON BE DEEMED TO HAVE WAIVED ALL CLAIMS RELATING TO THE CONDITION OF THE PREMISES, EXTERIOR AREA AND THE PROJECT. TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, NEITHER LANDLORD NOR ANY OTHER LANDLORD PARTY NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, CONTRACTORS, PROPERTY MANAGERS OR REPRESENTATIVES HAVE MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO HABITABILITY, MERCHANTABILITY, SUITABILITY, QUALITY, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE (COLLECTIVELY, THE “DISCLAIMED WARRANTIES”) WITH REGARD TO THE PREMISES, EXTERIOR AREA, BUILDING, LAND OR PROJECT; AND TENANT HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DISCLAIMED WARRANTIES. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver exclusive possession of such Offer Space the Premises to Tenant on or before the date which is one (1) year Early Entry Date with the Premises vacant, broom clean, and otherwise in the condition required by this Lease, except that completion of installation of the Landlord HVAC Work by Landlord will occur after the anticipated Offer Space Commencement Early Entry Date set forth (collectively, the “Delivery Condition”). Furthermore, Landlord represents and warrants to Tenant that: (i) Landlord will deliver the Premises and Exterior Area, including without limitation all Building systems serving the Premises (including mechanical, electrical, plumbing, HVAC, life safety systems and any other Building systems) in the Offer Notice by reason good working order and, to Landlord’s actual knowledge as of the holding over or retention Effective Date, with the Premises, Exterior Area and Project in compliance with all Laws, (ii) the Premises and Exterior Area are not subject to any rights of possession first refusal, rights of any tenant first offer, options or other occupant preferential rights to lease or for occupy, (iii) Landlord is not in default under any other reasonmortgage or deed of trust filed against the Premises, then Tenant shall have the right to withdraw its Acceptance Notice by Exterior Area and/or Project; and (iv) Landlord has received no written notice thereof given on and has no actual knowledge that the Premises and Exterior Area are subject to any pending litigation or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantgovernment investigation.

Possession. (ai) If Tenant exercises its right to lease The Promoter shall issue the Offer Space of Possession letter to the Allottee(s) requesting to make payments as per the Agreement and Landlord is unable to deliver take possession on the within such date set forth as mentioned in the Offer Notice of Possession letter. The Allottee(s) shall before taking over the physical possession of the said Unit, be required to clear all outstanding dues (including interest, costs and charges), keep deposited with the Promoter, amounts mentioned in Schedule C & E and also pay the applicable taxes to the Promoter, as mentioned herein. It is agreed that non- payment of balance amounts shall be treated as a default but the same shall not absolve the Allottee from making payment of CAM form the CAM Commencement Date. (ii) For the purposes of avoidance of doubt, it is clarified that the CAM Charges shall commence from end of 45 (forty five) days after the date of Offer of Possession letter, regardless of whether the Allottee(s) takes such possession or not. Such date shall be referred to as “CAM Commencement Date”. In cases where the unit/s are sold after the Date of Offer of Possession, the CAM charges on the Unit shall commence from the date of which the last installment of the consideration amount (excluding society, maintenance and equivalent charges) is payable as per the agreed terms of allotment plus 15 (fifteen) days. The Allottee(s) agree(s) to pay the maintenance charges as determined by the Promoter or Organisation, as the case may be until handover to the Apartment Owners Association. (iii) The Allottee(s) agrees and undertakes that on receipt of possession, if the Allottee(s) is desirous to carry out any interior fit out work, the same shall be carried out as per the provisions as may be decided by the Promoter at the relevant time. The Promoter shall have the absolute discretion in deciding from case to case basis as to whether any permission for Fit Out is to be given to a particular Allottee and the Promoter shall be solely entitled to set down any rules / terms and conditions for governing such Fit Out. However no Fit Out shall be permissible without full payment of consideration having been made by the Allottee (iv) In the event the Allottee(s) fails to take possession of the Unit within such date as mentioned in the Offer of Possession letter, then the Unit shall lie at the risk and cost of the Allottee(s). The maintenance charges and the defect liability period shall commence from the CAM Commencement Date. In addition to payment of interest for delayed payments, the Allottee(s) shall be liable to pay Holding Charges @ Rs. 2/- per month per square feet super built area, from CAM Commencement Date till the Allottee(s) takes actual possession of the Unit. Any wear and tear shall also be on which Landlord anticipates account of the Allottee. (v) Under such circumstances, it shall be deemed that the Allottee(s) has taken possession of the said Unit and the Allottee(s) agrees and acknowledges that the Promoter’s obligation of delivering possession of the Offer Space Unit shall come to Tenant by reason of an end and the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Promoter shall not be responsible and/or liable to Tenant for any failure by a then existing tenant or occupant to vacate any of obligation towards the Offer Space, (iiAllottee(s) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant for the possession of the Offer Space said Unit. During the period of the said delay by the Allottee(s), the Unit shall remain locked and shall continue to be in possession of the Promoter but at the sole risk, responsibility and cost of the Allottee(s) in relation to its deterioration in physical condition. The Allottee(s) ▇▇▇▇▇▇ agrees that in case the Allottee(s) fails to respond and/or neglects to take possession of the Unit within ninety the aforementioned time as stipulated by the Promoter and/or cancel / terminate this Agreement, then the Promoter shall also be entitled to reserve his right to forfeit the entire amount received by the Promoter towards the Unit along with interest on default in payment of instalments (90if any), applicable taxes, CAM Charges and any other charges and amounts. (vi) days after In case of any dispute as regards the anticipated availability date as stated finishing of the Unit or the Project being raised by Landlord in the Offer Notice and in connection therewithAllottee, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space same shall not be affected thereby except that the term ground for refusing to make payment of the lease balance consideration or obtaining possession or avoiding CAM Charges or any other payment under this Agreement. Any grievances on the part of the Allottee as regards completion of the Unit or the Project shall be deemed to be an issue arising under defect liability clause and shall be separately dealt with respect and under no circumstances be linked to the Offer Space Payment Schedule or Possession process. Refusal to take possession or making payment on ground of any such grievances shall not commence until Landlord shall deliver vacant possession absolve the Allottee from claiming exemption from committing default in making payment of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5Total Price, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for MACD and any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantcharges as payable hereunder.

Possession. On or prior to January 1, 1999, Landlord shall deliver to Tenant possession of that portion of the Premises comprising approximately 10,000 square feet located on the eighth floor of the Building (the "Initial Premises"). On or prior to April 1, 1999, Landlord shall deliver to Tenant possession of the remainder of the Premises (the "Subsequently Delivered Premises"). Landlord shall use reasonable efforts to so deliver the Premises by such dates, subject to Section 23.11 of this Lease and subject to Tenant's compliance with the Approval Procedures (as hereafter defined in Exhibit C to this Lease). The Initial Premises and the Subsequently Delivered Premises shall together constitute the Premises. Tenant acknowledges that it shall have no right to use or occupy the Subsequently Delivered Premises prior to April 1, 1999 except as expressly set forth below. Tenant may move its personal property into the Subsequently Delivered Premises in areas designated by Landlord during each of the weekends of March 1999, as long as such activity does not interfere with Landlord's construction of the Tenant Improvements. Landlord shall offer reasonable cooperation to Tenant in connection with Tenant's move into the Premises, provided, however, that such cooperation shall be without cost to Landlord. Tenant's move into the Premises shall not unreasonably interfere with any other tenant's or occupant's use or enjoyment of its premises in the Building. If the Initial Premises are not ready for occupancy on or prior to the Lease Commencement Date, this Lease shall nevertheless continue in effect, but (a) If Tenant exercises its right Rent (as hereinafter defined) with respect to lease such portion of the Offer Space Initial Premises which is not ready for occupancy shall abat▇ (▇▇ a pro rata basis) until such portion of the Initial Premises is ready for occupancy, and (b) the Lease Expiration Date shall be extended for a period commensurate with such period of Rent abatement, if any, with respect to the Initial Premises, and Landlord shall have no other liability whatsoever on account thereof. If the Subsequently Delivered Premises are not ready for occupancy on or prior to April 1, 1999, this Lease shall nevertheless continue in effect, but (a) Rent with respect to such portion of the Subsequently Delivered Premises which is unable not ready for occupancy shall abat▇, (▇) the Lease Expiration Date shall be extended for a period commensurate with such period of Rent abatement, if any, with respect to deliver possession the Subsequently Delivered Premises, (c) Landlord shall reimburse Tenant for any increase in base rent payable by Tenant in its current premises at 500 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (▇▇ich reimbursement obligation shall not, however, exceed One Thousand Two Hundred Ninety-Eight and 63/100 Dollars ($1,298.63) per day), and Landlord shall have no other liability whatsoever on account thereof. Rent shall not be abated, nor shall Landlord be obligated to reimburse Tenant for any increase in base rent payable by Tenant in its current premises at 500 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ the date Initial Premises or the Subsequently Delivered Premises are not ready for occupancy because of the failure to complete the installation of special items ordered by Tenant or because of any delay resulting from Tenant's failure to submit plans on or prior to Tenant's Plan Approval Dates in accordance with Exhibit C or Tenant's failure otherwise to comply with the Approval Procedures, or resulting from changes or additions to Tenant's plans after the initial submission. The determination of Landlord's architect for the Tenant Improvements shall be set forth in writing and shall be final as to whether the Offer Notice Premises are ready for occupancy. Tenant's taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, except as to latent defects and damage caused by Tenant or Tenant's agents. On the date on which Landlord anticipates delivering Tenant takes possession of the Offer Space Initial Premises, the parties shall execute a Lease Commencement Agreement in the form attached hereto as Exhibit E confirming the Lease for the Initial Premises and Rent Commencement Date for the Initial Premises and setting forth any incomplete items (if any), but failure to Tenant by reason execute such document shall not in any manner affect the obligations of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementparties hereunder. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. The Seller shall, at the Closing (or as soon as practically thereafter and, in any event, within five Business Days in the United Kingdom), (a) If Tenant exercises its right to lease place the Offer Space Buyer in actual possession and Landlord is unable to deliver possession on operating control of all Purchased Assets that are tangible assets, including the date set forth original (if in the Offer Notice as the date on which Landlord anticipates delivering possession Seller’s possession) or complete copies of the Offer Space Assigned Contracts and the Business Records and (b) deliver to Tenant by reason the Buyer such instruments as are necessary or desirable to document and to transfer title to all intangible Purchased Assets from the Seller (or the applicable member of the holding over Seller Group) to the Buyer (or retention of its applicable designees). To the extent that the Seller does not grant possession of any tenant or occupant Purchased Assets (including certain Business Records) to the Buyer as of the Offer Space Closing, (i) Landlord any such Purchased Assets shall not be liable to Tenant held by the Seller for any failure by a then existing tenant or occupant to vacate any and on behalf of the Offer SpaceBuyer until such time as the Buyer or its designee is granted possession thereof, and (ii) Landlord the Seller shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on Purchased Asset to the Buyer (or before its applicable designees) pursuant to Schedule 3.3 and in any event, unless as otherwise agreed by the date which parties hereto, as soon as reasonably practicable following the Closing (or, the case of Product Know-How and Product Data, pursuant to Section 6.10 and Section 6.11 and the Know-How Transfer Plan). To the extent any Purchased Assets is one held in possession by a Person other than the Seller, the Seller shall, at the Closing, deliver to the Buyer such instruments (1or assignments of Assigned Contracts) year after as are necessary to grant the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have Buyer the right to withdraw access such Purchased Asset and obtain possession thereof from such Person and to document and to transfer title to such Purchased Asset from the Seller to the Buyer. Title to the Purchased Assets shall pass by delivery at the Closing. With respect to the Purchased Assets to be delivered by the Seller to the Buyer pursuant to Schedule 3.3, the Seller shall promptly notify the Buyer in writing once the Seller is of the view that the Purchased Assets set out in each line item of Schedule 3.3 is fully delivered, in order to enable the Buyer to check, coordinate with the Seller on any missing items, and independently ascertain if such Purchased Assets have been duly delivered. The Seller shall instruct Icon Clinical Research Limited (“ICON”) to (A) perform its Acceptance Notice services under Work Orders 11 and 18 to the Master Services Agreement dated as of February 25, 2016 between Seller and ICON in accordance with Buyer or its Affiliate’s direction; and (B) cooperate with the Buyer in transferring the global safety database for the Product (including all pharmacovigilance data) to the Buyer by written notice thereof given on or before the date that shall be thirty (30) no later than 75 days after the end Closing, in each case in accordance with the terms of the aforesaid one Transition Services Agreement. In connection with clause (1B) year period unless above, the Parties agree that in the event that ICON imposes any fees or charges for the transfer of the global safety database for the Product (including all pharmacovigilance data), each of the Seller and the Buyer shall bear such fees or charges in equal portions, with the party receiving any invoice on such fees or charges having a right to reimbursement from the non-invoiced party for its portion of any such fees or charges, provided that no such fees or charges shall be incurred without the prior written consent of the Buyer. Provided that the Seller is compliant with its obligations under the Transition Services Agreement relating to drug safety, the Buyer assumes the risk relating to the giving transfer of such notice the global safety database from ICON to any member of the Mundipharma Network or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantany Third Party vendor.