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. 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. 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. (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. (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. 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) 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 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. 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 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 Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Anticipated Commencement Date, this Lease shall not be void or voidable; no obligation of Tenant shall be affected thereby; nor shall Landlord or Landlord’s agents be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any damage resulting therefrom; but in that event the commencement and termination dates of the Offer SpaceLease, (ii) and all other dates affected thereby shall be revised to conform to the date of Landlord’s delivery of possession, as specified in Paragraph 2B, above. The above, is, however, subject to the provision that the period of delay of delivery of the Premises shall not exceed 30 days from May 1, 2014 unless agreed to by Tenant. If Landlord concludes that the delivery of the Premises will be subsequent to May 31, 2014, Landlord shall use commercially reasonable efforts to obtain so notify Tenant 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 shall specify in Landlord’s good faith judgmentnotice the revised date of delivery (the “Revised Anticipated Commencement Date”) and Tenant must within 5 days from the date of notice either accept the Revised Anticipated Commencement Date or cancel this Lease. If Landlord cannot subsequently deliver the Premises within 30 days of the Revised Anticipated Commencement Date, institute and diligently prosecute Tenant may cancel this Lease. In the event Tenant accepts the Premises after May 31, 2014, Tenant shall be given a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect day-for-day addition to the Premises and Basic Rent abatement period for every day from May 31, 2014 until 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 Commencement Date. If 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 reasonat its option, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before to Landlord, terminates this Lease, then Landlord shall return to Tenant all prepaid Basic Rent and 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 Security Deposit within ten (10) days thereafter Landlord shall have delivered vacant possession of the date of such Offer Space to Tenanttermination notice.

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 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. 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. (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. (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. 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) 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) Section 23.1 Except as otherwise set forth in Section 23.2, 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 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 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 occupancy by Tenant. In such event, the Rent Commencement Date and the Fixed Expiration Date shall be delayed by an equal number of days. Tenant for expressly waives any failure by 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. (i) Notwithstanding the foregoing or anything contained herein to the contrary, provided that this Lease shall be fully executed and delivered on or prior to 5:00 p.m. on April 30, 2010 (with time being of the New York Real Property Law essence) and the Plans (as defined in Exhibit C) shall have been approved by Landlord and Tenant on or any successor Requirement. prior to 5:00 p.m. on April 16, 2010 (b) Notwithstanding anything with time being of the essence), Landlord shall endeavor to the contrary contained cause Substantial Completion of Landlord’s Work to occur on or prior to September 15, 2010 (such date, subject to adjustment as set forth in this Section 37.523.2(i), the “Target Date”). Provided that no Event of Default shall have occurred and be continuing, if Landlord shall not have failed achieved Substantial Completion of Landlord’s Work on or prior to the Target Date (as such date shall be extended, on a day for day basis, by Unavoidable Delays and by delays caused by Tenant or Persons Within Tenant’s Control), Tenant shall be entitled, as Tenant’s sole and exclusive remedy by reason of such delay (other than Tenant’s right to terminate this Lease as set forth in Section 23.2(ii)), to an additional credit against Fixed Rent commencing on the Rent Commencement Date in the amount of $5,812.81 for each day after the Target Date that the Commencement Date fails to occur. (ii) Notwithstanding the foregoing or anything contained herein to the contrary, in the event that Landlord fails to deliver possession of the Premises to Tenant by November 1, 2010 (such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date date, subject to adjustment as set forth in this Section 23.2(ii), the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason“Outside Date”), then Tenant shall have the right option to withdraw its Acceptance Notice terminate this Lease by written notice thereof given on or before the date that shall be to Landlord given, if at all, within thirty (30) days after the end Outside Date (with time being of the aforesaid one essence), and, in such event, this Lease shall terminate effective as of the thirtieth (130th) year period unless day after the date such notice by Tenant is given as if such termination date were the Expiration Date; provided, however, that if the Commencement Date shall have occurred prior to such thirtieth (30th) day after such notice is given (or if Tenant shall fail to give such notice within the giving thirty (30) day period after the occurrence of the Outside Date), Tenant’s exercise of such notice right to terminate this Lease shall be null and void and of no force or within ten (10) days thereafter effect. For the purposes of this Section 23.2(ii), the Outside Date shall be extended, on a day for day basis, by Unavoidable Delays and by delays caused by Tenant or Persons Within Tenant’s Control. Upon termination of this Lease as set forth in this Section 23.2(ii), Landlord shall immediately return to Tenant the first installment of Fixed Rent and the Security Deposit. Tenant hereby acknowledges and agrees that such rescission right shall be Tenant’s sole and exclusive remedy if the Commencement Date shall not have occurred on or before the Outside Date, and that Landlord shall have delivered vacant possession no other liability to Tenant for failure of such Offer Space the Commencement Date to occur. (iii) In addition to, and without limiting the foregoing, in the event that the Commencement Date is delayed by Tenant or Persons Within Tenant’s Control, then Tenant agrees that, the term of this Lease and Tenant’s obligations shall commence on the date that this Lease would have commenced had the Commencement Date not been so delayed by Tenant or Persons Within Tenant’s Control.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession of the Leased Premises on the date set forth of the commencement of the Term because the Leased Premises are not ready for occupancy, Landlord shall not be subject to any liability for the failure to deliver possession on said date. Under such circumstances, unless the delay is the fault of Tenant, the Rent shall not commence until Leased Premises are ready for occupancy by Tenant, and no such failure to deliver possession on the date of commencement of the Term shall in any way affect the validity of this Lease or the obligations of Tenant hereunder, nor shall same be construed in any way to extend the Term, the delay in the Offer Notice as accrual of rent described in the date on which Landlord anticipates delivering possession foregoing sentence constitutes full settlement of the Offer Space to all claims that Tenant might otherwise have by reason of the holding over or retention of possession of any tenant or occupant Leased Premises not being ready for occupancy on the commencement of the Offer Space (i) Term. If, at Tenant's request, Landlord shall not be liable make the Leased Premises available to Tenant for any failure by a then existing tenant or occupant prior to vacate any the date of commencement of the Offer SpaceTerm for the purposes of decorating. constructing, (ii) Landlord shall furnishing, and equipping he Leased Premises, the 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 Leased Premises for 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 work shall not be affected thereby except that create a landlord-tenant relationship between the term parties nor constitute occupancy 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” Leased Premises within the meaning of Section 223-a the next sentence, but the provisions of Paragraph 9, 11, 12,13 and 14 of the New York Real Property Law or Lease shall apply from the date the Leased Premises are made available to the Tenant. If with the consent of Landlord, Tenant shall enter into occupancy on the Leased Premises to do business therein prior to the date of commencement of the Term, the provisions of the Lease shall apply and rent shall accrue and he payable from the date of occupancy. If pursuant to the terms of this Paragraph 3, the Term shall commence on any successor Requirement. (b) data other than that commencement date noted in ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ agrees to enter into a letter amendment to this Lease identifying the new "Term" hereof. Notwithstanding anything to the contrary contained in this Section 37.5, if Lease upon execution of this Lease by Landlord shall have failed to deliver possession and Tenant. Landlord and Tenant hereby agree that they are bound by the terms of such Offer Space on or before this Lease from and after 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 Tenantboth parties executed this Lease.

Possession. The parties acknowledge that the Premises are currently occupied by AMO under an existing lease with Landlord that is due to expire on or about May 30, 2008 (a) If the “AMO Lease”). The “Commencement Date” shall occur upon substantial completion of the Tenant exercises its right to lease the Offer Space Improvements and Landlord is unable to deliver possession on Work by Landlord, as certified in writing by the date set forth in General Contractor and Landlord. On the Offer Notice as the date on which Commencement Date, Landlord anticipates delivering shall deliver, and Tenant shall accept, possession of the Offer Space Premises and enter into occupancy of the Premises on the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Tenant agrees to accept possession of the Premises in its then existing condition (latent defects excepted), subject to Landlord’s obligations in Section 7 to complete the Tenant Improvements and Landlord Work, and further provided that the Premises are then in broom clean condition and in as good condition as they exist at the time of Lease execution. If Landlord, for any reason whatsoever, cannot deliver possession of the said Premises to Tenant by reason of at the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Commencement Date, 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; but in that event the Commencement Date and Expiration Date of the Offer Space, (ii) Lease and all other dates affected thereby shall be revised to conform to the date of Landlord’s delivery of possession. Landlord shall use commercially reasonable efforts to obtain and deliver to provide 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 access to the Premises and the Offer Space shall not be affected thereby except that the term for Tenant’s design of the lease with respect Tenant Improvements and for the installation of Tenant’s wiring, data cabling, phone system, equipment and furniture. In addition, effective June 1, 2008, Tenant shall be permitted to occupy a portion of the Offer Space shall not commence 1st floor of the building to accommodate reasonable workspace for at least twenty (20) people 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 is able to deliver possession of such Offer Space on or before the date which is one (1) year after Premises to Tenant. Such early access to the anticipated Offer Space Commencement Date set forth in Premises by Tenant shall be upon all the Offer Notice by reason terms and conditions of the holding over or retention of possession of any tenant or other occupant or for any other reasonLease and such space shall be in reasonable working conditions, then except that no Base Monthly Rent shall be due and Tenant shall have be required to pay operating expenses only for the right to withdraw its Acceptance Notice by written notice thereof given on or before square footage Tenant actually occupies, until 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 TenantCommencement Date.

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. 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 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. (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 Premises with any tenant improvements thereto substantially completed on or before the Commencement Date, but delivery of possession prior to Tenant by reason such Commencement Date shall not affect the Expiration Date of this Lease. Time is of the holding over or retention essence. Failure 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 the Premises by the Commencement Date 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 and shall extend the Expiration Date accordingly, and Tenant may continue its occupancy of Suite 450 of the Building during the period of any such Offer Space delay. The Rent herein reserved shall commence on or before the first day of the Term, provided, however, in the event of any occupancy by Tenant prior to the beginning of the Term, such occupancy shall in all respects be the same as that of a tenant under this Lease, and the Rent 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 Tenant’s obligation to pay Rent 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, except for any other reasonitems for which Tenant has given Landlord a detailed, then Tenant shall have the right to withdraw its Acceptance Notice by 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 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, 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 Tenant.other matters as Landlord may reasonably request (hereafter the “Ratification Agreement”). A draft of the Ratification Agreement is attached hereto as Exhibit F.

Possession. Landlord shall reasonably attempt to deliver possession of portion of the Premises known as Premises A on February 1, 2011, the anticipated date of commencement (a) the "Anticipated Commencement Date Premises A"). Landlord shall reasonably attempt to deliver possession of the portion of the Premises known as Premises B on May 1, 2011 (the "Anticipated Commencement Date Premises B"). If Tenant exercises its right to lease the Offer Space and Landlord is should be unable to deliver possession of Premises A or Premises B 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 applicable 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 any liability, claims or damages for failure to give possession on said date and this Lease shall not be terminated or terminable by reason of such delay. Under such circumstances, the commencement date tor Premises A or Premises B, as the case may he, shall not be deemed to have occurred until the possession of the Premises is tendered by Landlord which may be confirmed by Landlord's delivery of notice to Tenant for that possession has been delivered. provided, however, that in the event any failure delay in tendering possession to the Tenant beyond the applicable Anticipated Commencement Date is caused by a then existing tenant any act, delay or occupant omission of Tenant, its employees, agents, contractors or invitees, Tenant shall remain obligated to vacate any commence paying rent hereunder with respect to Premises A or Premises B, as the case maybe, beginning on the earlier to occur of (i) the Offer Space, applicable Anticipated Commencement Date or (ii) the date the Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant would have tendered possession of the Offer Space Premises to Tenant absent such act, delay or omission. If permission is given to the Tenant to enter into possession of the applicable Premises, or to occupy space other than the applicable Premises prior to the applicable 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 Lease, and that the Rent shall commence on such date. Tenant covenants and agrees to execute and deliver such documentation as Landlord may reasonably require confirming the applicable Commencement Date and such other matters as Landlord or any lender may reasonably request. In addition. Landlord may elect to send a letter establishing the applicable Commencement Date (if not a specific calendared date under Section 2.1), which shall be binding for all purposes unless Tenant sends written notice of objection within ninety five (905) business 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) receipt. It is Tenant’s obligations under this Lease with respect 's obligation to coordinate pick-up of keys to the Premises and the Offer Space shall not be affected thereby except that the term in connection with tender 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 Requirementdelivery by Landlord. (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 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 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. Following Tenant and Landlord executing this Lease, and after Tenant has paid Landlord the Security Deposit, the first month’s rent, the last month’s rent, and any other payments required under this Lease to be paid prior to or concurrent with the Commencement Date, Tenant shall be given notice (athe “Delivery Notice”) stating that it can take possession of the Premises for the purpose of fixturization the Premises. After receipt of the Delivery Notice, Tenant shall promptly commence the installation of fixtures and equipment and all other “Tenant’s Work” attached hereto as “Exhibit C-2" and Tenant shall diligently pursue such installation and work to completion. If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession of the Premises to Tenant on or before the project estimated delivery date, Landlord shall not be subject to any liability for its failure to do so. This failure shall not affect the validity of this Lease or the obligations of Tenant under it. On or before Tenant takes possession of the Premises, Tenant shall deliver certificates of insurance required by Article XII. Tenant’s time to complete ▇▇▇▇▇▇’s Work commences on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering it is given possession of the Offer Space to Premises. Tenant by reason shall take possession of the holding over or retention of possession of any tenant or occupant Premises only after delivery of the Offer Space (i) certificates of insurance required hereunder. As provided for in Paragraph 2.3 above, ▇▇▇▇▇▇ agrees to take the Premises in its “as is, where is” condition. Tenant waives any right or claim against the Landlord for any cause directly or indirectly arising out of the condition of the Premises and the Project/Building appurtenances thereto, the improvements thereon and the equipment thereof. Tenant shall save and hold harmless Landlord from liability as provided in this Lease. Landlord shall not be liable to Tenant for any failure by a then existing tenant latent or occupant patent defects therein. Prior to vacate any commencement of Tenant’s Work, Tenant shall notify Landlord in writing of the Offer Space, (ii) Landlord date Tenant will commence fixturization. Tenant shall use commercially reasonable efforts to obtain and deliver to Tenant vacant commence fixturization Tenant’s Work promptly upon possession of the Offer Space Premises by ▇▇▇▇▇▇ and shall diligently pursue such construction to completion. From the date of the Delivery Notice, Tenant shall complete fixturization within ninety (90) days after the anticipated availability date as stated by Landlord time period described in the Offer Notice and in connection therewithSummary of Basic Lease Provisions under the Rent Commencement Date. Before commencing any alteration or repair which involves the automatic fire sprinkler system, if appropriate in Landlord’s good faith judgmentany, 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 servicing the Premises and/or the Project/Building, Tenant shall notify Landlord and submit to Landlord for approval Fire Marshal Approved fire sprinkler drawings (which have previously been approved by all applicable governmental authorities) certifying that such work does not jeopardize the Offer Space shall not be affected thereby except that the term rating of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenantsystem. 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 be responsible for all interruptions to withdraw its Acceptance Notice by written notice thereof given on or before the date that fire monitoring systems and shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of indemnify, protect, defend and hold Landlord harmless from any and liabilities, costs and expenses associated with such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantwork.

Possession. (a) If a. Subject to Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date Delay as set forth in the Offer Notice Work Letter and delays due to Force Majeure (as hereinafter defined), if the date on which Landlord anticipates delivering cannot deliver possession of the Offer Space Premises to Tenant by reason of at the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Commencement Date, 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) period between the Commencement Date and the time when Landlord delivers possession and Landlord shall use commercially reasonable efforts to obtain and deliver to pay all penalties (including any holdover penalty amount) incurred by Tenant vacant at Tenant's current leased premises until such time as Landlord delivers 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 37.5Paragraph 4(a), if in the event that Landlord shall have failed to deliver has not delivered possession of such Offer Space the Premises to Tenant, for any reason whatsoever, on or before the date which is one prior to ninety (190) year days 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 reasonParagraph 3 above, then Tenant shall have the right to withdraw its Acceptance Notice by may terminate this Lease upon written notice thereof given to Landlord and neither party shall thereafter have any obligations or liability under this Lease, except Landlord shall reimburse Tenant for all out of pocket architectural and engineering fees and expenses Tenant incurred in connection with the design and build-out of the Premises (but, not to exceed $25,000). Nothing herein to the contrary shall relieve Landlord of its obligation to use its best efforts to complete the Tenant Improvements and to deliver possession of the Premises to Tenant 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.Commencement

Possession. Tenant shall not conduct business in all or any portion of the Premises before the Commencement Date, provided, however, that Tenant may have access to the Building and the Premises with Lessor's approval (anot to be unreasonably withheld) If Tenant exercises without accrual of rental obligations prior to the Commencem ent Date for purposes of installing and moving in its right to lease the Offer Space equipment, personal property and Landlord is unable to deliver possession on the date set forth in the Offer Notice furnishings and conducting Tenant's Work so long as the date on which Landlord anticipates delivering possession same does not interfere with the timely completion of the Offer Space to Tenant Lessor's Work by reason of the holding over Lessor. Except as provided in Section 2, this Lease will not be void or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall voidable and Lessor will not be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate damage resulting from 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 to Tenant, but unless the anticipated availability date as stated delay is principally caused by Landlord in or attributable to Tenant, its employees , agents or contractors, no Monthly Rent will be due for 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 period prior 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 date Lessor delivers possession of the Offer Space Premises, unless Tenant elects to take possession of a portion of the Premises, in which case Monthly Rent will be due for the portion of the Premises taken. Tenant's occupancy o f the Premises will constitute Tenant's acceptance of the Premises, subject to Lessor's obligations under Section 2. The terms Lessor warrants and represents to Tenant that, upon commencement of construction of the Building, Lessor shall own marketable fee title to the Land, subject only to the Permitted Encumbrances referred to in Section 2.A(3). Lessor warrants and represents that Tenant, upon paying the rents and keeping the agreements of this Lease on Tenant's part to be kept and performed, shall have peaceful and uninterrupted possession of the Premises during the Term of this Lease subject to the Permitted Encumbrances, except as other wise specifically set forth in herein. Lessor further warrants and represents to Tenant that, subject only to Lessor's acquisition of fee simple title to the preceding Land, Lessor has the right and power to enter into this Lease and to perform its covenants and agreements pursuant to the 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 RequirementLea se. (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. 2.1 Landlord shall deliver possession of the Premises to Tenant, so that Tenant can start its construction, in stages. The first portion of the Premises (a"Phase 1") shall be delivered on or before June 1, 1998, and the second portion of the Premises ("Phase 2") shall be delivered on or before June 22, 1998. ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ located approximately as set forth in Exhibit A-1. Tenant shall cause certain tenant improvements to be installed in the Premises in the manner provided in Exhibit B attached hereto. The fact that Landlord may leave in the Premises during Tenant's construction period certain items required to keep operational the space adjacent to the Premises (which will be occupied by the vacating occupant of the Premises), including but not limited to computer lines, shall not be deemed a delay in delivery of the Premises; provided, however, that such items shall not unreasonably affect Tenant's construction work. Except as expressly set forth in Exhibit B, no delay in Tenant's construction of its tenant improvements shall cause any postponement of the Commencement Date. 2.2 From and after the date on which possession of any portion of the Premises is delivered by Landlord to Tenant for purposes of Tenant's construction to and including the day immediately preceding the Commencement Date, all of the covenants and conditions of this Lease, except those pertaining to the payment of Rent, shall be binding upon the parties hereto with respect to the portion of the Premises so delivered to Tenant as if the Commencement Date had been fixed as the date when Tenant took possession of such whole or part of the Premises. Tenant currently plans to occupy the Premises in two stages, but shall not be obligated to do so. If Tenant exercises its right shall occupy the Premises or any part thereof for any purpose other than completing Tenant's construction, prior to lease the Offer Space Commencement Date, all of the covenants and Landlord conditions of this Lease shall be binding upon the parties hereto with respect to such whole or part of the Premises as if the Commencement Date had been fixed as the date when Tenant took possession of such whole or part of the Premises and Tenant shall pay Rent for the period of such occupancy prior to the Commencement Date at the rate of the annual Base Rent set forth in Paragraph 3 hereof prorated for such period of occupancy and, if less than the whole Premises are occupied, for the proportionate area of the total Premises so occupied. 2.3 If either Phase 1 or Phase 2 is unable to deliver possession on delivered more than one week after the delivery date set forth in paragraph 2.1, the Offer Notice as October 1, 1998 date shall be extended by one day for each day of such late delivery. Under no circumstances shall the date on which Landlord anticipates delivering possession occurrence 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 events described in this Paragraph 2 be deemed to obtain and deliver to Tenant vacant possession of accelerate or defer 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 RequirementTermination 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 2.4 Tenant shall have the right to withdraw use the north fire stairway (and, in connection with such use, to make minor decorations to such stairway reasonably satisfactory to Landlord) for the purpose of access between the floors of the Premises, subject to and in accordance with reasonable rules, regulations and requirements which may be promulgated from time to time by Landlord and all requirements of law and governmental authorities. (Landlord makes no representation or warranty that such right to use such stairway is permitted by requirements of law and governmental authorities, and Tenant's obligations under this Lease are not conditioned upon its Acceptance Notice by written notice thereof given on or before ability to use such stairway.) Without limiting the date that generality of the foregoing, Tenant shall be fully responsible, at its sole cost and expense, for any alterations of such stairway required to comply with any requirements of law or governmental authorities and Landlord's reasonable requirements, including but not limited to installation of motion detectors (on the floor above and below), local alarms and card key overrides (on both sides of each door), and all maintenance of the stairway and the items installed by Tenant. Landlord shall have the right to terminate Tenant's rights under this Paragraph 2.4 if Tenant fails to comply with any of the terms or conditions of this Paragraph 2.4 or if, in Landlord's reasonable judgment, Tenant otherwise abuses its rights under this Paragraph 2.4 if Landlord provides notice of such failure or abuse to Tenant and Tenant fails to cure such failure or abuse 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 Landlord shall have delivered vacant possession of such Offer Space to Tenantnotice.

Possession. (a) If The Premises shall be ready for occupancy by Tenant exercises its right to lease upon the Offer Space commencement of the Term. In the event the Premises shall not be completed and ready for occupancy on the date fixed for the commencement of the Term or in the event Landlord is unable to deliver possession on the such 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 by any tenant or occupant occupant, this Lease shall nevertheless continue in force and effect but Rent (including Additional Rent) shall abate in full until the Premises are ready for occupancy or until th▇ ▇▇▇dlord is able to deliver possession, as the case may be, and Landlord shall have no other liability whatsoever on account thereof; provided, however, there shall be no abatement of Rent if the Premises are not ready for occupancy because of the Offer Space (i) Landlord failure to complete the installation of special equipment, fixtures or materials ordered by Tenant, or because of any delays resulting from Tenant's failure to approve or submit plans and specifications timely in accordance with the Workletter attached hereto or other written agreement or resulting from changes or additions to Tenant's plans and specifications after the initial submission hereof. The Premises shall not be liable deemed incomplete or not ready for occupancy if only insubstantial details of construction, decoration or mechanical adjustments remain to be done. Except as otherwise agreed upon in writing, the determination of Landlord's architect shall be final and conclusive on both Landlord and Tenant as to whether the Premises are completed and ready for occupancy. If Tenant shall take possession of any failure by a then existing tenant or occupant to vacate any part of the Offer Space, (ii) Landlord shall use commercially reasonable efforts Premises prior to obtain and deliver to Tenant vacant possession the date fixed above as the first day of the Offer Space within ninety Term (90) days after which Tenant may not do without Landlord's prior written consent), all of the anticipated availability date as stated by Landlord in the Offer Notice covenants 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 conditions of such Offer Space and (iii) Tenant’s obligations under this Lease shall be binding upon the parties hereto with respect to such part of the Premises and as if the Offer Space shall not be affected thereby except that the term first day of the lease with respect Term has been fixed as the date when Tenant entered such possession and Tenant shall pay to Landlord rent for the period of such occupancy prior to the Offer Space shall not commence until Landlord shall deliver vacant possession first day of the Offer Space to Tenant. The terms Term of this Lease at the rate of the annual Base Rent set forth in Paragraph 1 hereof for 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 or any successor RequirementPremises so occupied. (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 agrees to deliver possession on of the date set forth Premises to Tenant in accordance with the Offer Notice as the date on which terms of EXHIBIT "B". If for any reason Landlord anticipates delivering cannot deliver possession of the Offer Space Premises to Tenant by reason on or prior to the Commencement Date, then the validity of this Lease and the holding over or retention obligations 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 and Tenant shall have failed no claim against Landlord arising out of Landlord's failure to deliver possession of such Offer Space the Premises on or before the date which is one (1) year after Commencement Date, but Tenant shall not be obligated to pay any sums due under this Lease, and the anticipated Offer Space Commencement Date set forth in and Expiration Date shall each be delayed to reflect the Offer Notice by reason actual date of the holding over or retention delivery of possession of any tenant or other occupant or for any other reason, then the Premises. In the event Landlord has not delivered the Premises to 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 Commencement Date, Tenant shall have the right to terminate this Lease by delivery to Landlord of a termination notice (the aforesaid one (1"Termination Notice") year period unless prior to the giving of such notice or within which shall be effective ten (10) days thereafter after Tenant's delivery of the Termination Notice to Landlord, unless within such 10-day period the Premises are delivered to Tenant. In the event Tenant elects to terminate this Lease, Tenant must deliver the Termination Notice to Landlord prior to the date the Premises are delivered to Tenant. Upon such termination, neither party shall have delivered vacant any further obligation or liability to the other under this Lease. By taking possession of such Offer Space the Premises, Tenant is deemed to have accepted the Premises in its "as-is" condition on the Commencement Date and to have acknowledged that there are no items needing work or repair which are Landlord's responsibility, subject to any "punch list" items identified in writing by Tenant within thirty (30) days after taking possession of the Premises. Notwithstanding the foregoing, Landlord hereby represents that as of the Commencement Date, the Premises shall be in good working condition, all mechanical, electrical and plumbing systems shall be in good working order, and the roof shall be in watertight condition. Tenant acknowledges that except as expressly provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, the Project or any portions thereof or with respect to the suitability of same for the conduct of Tenant's business and Tenant further acknowledges that, except as provided in EXHIBIT "B" hereto, Landlord will have no obligation to construct or complete any improvements within the Project.

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. (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) 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 Tenant exercises its right Promoter shall deliver actual physical possession of said Unit with the keys of the Unit on or before the Completion Date i.e. 31/12/2029. Promoter within a period of 30 (thirty) days, from the procurement of the Occupancy Certificate pertaining to lease the Offer Space and Landlord is unable to deliver possession on the date set forth Unit, shall offer in the Offer Notice as the date on which Landlord anticipates delivering writing, possession of the Offer Space Unit , to Tenant by reason the Allottee in terms of this Agreement, subject to the payment of the holding over or retention of possession of any tenant or occupant Entire Consideration by the Allottee, (“Possession Notice”). Within 30 (thirty) days from the receipt of the Offer Space Possession Notice (i) Landlord “Cut Off Date”), the Allottee shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any make complete payment of the Offer Space, (ii) Landlord shall use commercially reasonable efforts Entire Consideration in terms of this Agreement. Pursuant to obtain and deliver to Tenant vacant possession such payment of the Offer Space within ninety (90) days after Entire Consideration, Promoter and the anticipated availability date as stated by Landlord in the Offer Notice Allottee shall execute and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute duly register a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease Conveyance Deed with respect to the Premises Unit (“Conveyance Deed”) along with execution of other necessary documents, indemnities, declarations and the Offer Space shall not such other documentation as may be affected thereby except that the term required by Promoter and on execution and registration of the lease Conveyance Deed, the Allottee shall take actual physical possession of the Unit with the keys of the Unit. Upon receiving such possession of the Unit, the Allottee/s shall be deemed to have accepted the Unit, in consonance with this Agreement, and shall thereafter, not make any claim/s, against Promoter, with respect to any item of work alleged not to have been carried out or completed. The Allottee/s expressly understands that from such possession date the risk and ownership to the Unit shall pass and be deemed to have passed to the Allottee/s. (b) If the Allottee fails to take possession of the said Unit within the Cut Off Date, for any reason not attributable to the Developer/Promoter then the Allottee shall pay an amount (which is to be decided by the promoter at relevant time) as Holding Charges to Promoter (“Holding Charges”) from such Cut Off Date to Promoter shall be entitled to charge Other Charges with respect to the Offer Space Unit like Society Maintenance Charges, interest amounts from Society Maintenance Deposit, Holding charges as stated hereinabove, and from such Cut Off Date the Allottee shall not commence until Landlord shall deliver vacant possession be liable to make payments of such municipal taxes, proportionate land revenue, water taxes, electricity charges and other such charges or like as applicable and in the event if Promoter, at its sole discretion, makes such payments on behalf of the Offer Space Allottee, then the Allottee shall make payment of such amounts within 7 days of such demand being raised by Promoter. Without prejudice to Tenantthe rights of Promoter under this Agreement, Promoter may continue to charge Holding Charges for 90 days, however on expiry of such period of 90 days, Promoter will be entitled to cancel/terminate this Agreement. The terms set forth in Allottee/s hereby irrevocably gives his/her/their absolute consent/right/authority for such unilateral termination to Promoter due to breach on the preceding provisions part of Allottee/s. On such cancellation/termination of this Section 37.5 are intended Agreement by Promoter, Promoter shall be entitled (i) to constitute “forfeit an express provision amount equal to the contrary” within the meaning of Section 223-a 5% 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 Basic Consideration along with brokerage charges for resale of the holding over or retention of possession of unit, taxes paid and interest payable as damages and (ii) deduct any tenant or other occupant or for any other reasonsuch amount as may be due to Promoter, then Tenant shall have and the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days balance amount, after the end forfeiture and deduction of the aforesaid one (1) year period unless prior amount from the total payments received by Promoter from the Allottee under this Agreement, shall be refunded to the giving Allottee without any interest. In the event of Cancellation of this Agreement, the Allottee/s hereto undertake/s, assure/s and abide to sign the Cancellation Deed and also undertake/s, assure/s and abide to remain present before the appropriate office of the Sub Registrar for Registration of such notice or within ten (10) days thereafter Landlord Cancellation Deed. Upon such refund of the said amount, the Allottee shall have delivered vacant possession no right, title, interest, claim, demand or dispute of any nature whatsoever against the Unit in any manner whatsoever and Promoter shall be entitled to deal with or dispose of the Unit or any part thereof to any person or party as Promoter may desire at its absolute discretion. The cost, charges and expenses incurred relating to such Offer Space cancellation shall be to Tenantthe account of the Allottee and the Allottee shall be liable to pay and reimburse the same immediately on demand by Promoter.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is shall be unable to deliver give Possession of the Premises on the date of commencement of the Term hereof by reason of the fact that the Premises are located in a building being constructed and which has not been sufficiently completed to make such Premises ready for occupancy or if Repairs, alterations, improvements or decorating of the Premises or of the building in which said Premises are located are not completed, or if for any other reason the Premises are not ready for occupancy by the Tenant on the date of commencement of the Term hereof, the Rent reserved and covenanted to be paid shall not commence until Possession of the Premises is given to the Tenant, and no such failure to give possession on the date of commencement of the Term shall in any way affect the validity of the Lease or the obligations of the Landlord and the Tenant hereunder. The Landlord, however, covenants and agrees to make a good faith and determined effort to construct the building and make the desired Repairs, alterations, improvements or decorations such that the Tenant may occupy the building or Premises, as the case may be, on the scheduled date of commencement of the Term. 4b. Anything to the contrary notwithstanding, it is mutually understood and agreed by and between the parties hereto, that in the event the Premises are not ready for occupancy on the commencement date set forth in Clause No. 2 hereof, Possession shall be given by the Offer Notice Landlord to the Tenant on the first day of the calendar month following readiness of the Premises or building, as the date on which Landlord anticipates delivering possession of case may be, for the Offer Space to Tenant by reason of Tenants occupancy and use, provided first, however, 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 given the date which is one (1) year after the anticipated Offer Space Commencement Date set forth Tenant Notice 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.manner hereinafter provided at least forty-five

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 Tenant’s taking of possession of the Offer Space Premises shall constitute Tenant’s acknowledgment that the Premises are in good condition and that all work and materials are satisfactory, except as to any defect or incomplete work that is described in a written notice given by Tenant by reason to Landlord not later than the day Tenant takes possession of the holding over Premises. Tenant and its agents shall have no right to make any alteration in the Premises until Tenant submits such written notice. At Landlord’s request, Tenant shall accompany Landlord to prepare the punch list on or retention of before the date Tenant takes possession of any tenant the Premises. Landlord will correct and complete those defects and incomplete items described in such notice which Landlord confirms are in fact defects or occupant incomplete items within twenty (20) business days after compilation 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) such punch list. Landlord shall use commercially reasonable efforts to obtain minimize disruption to Tenant’s business operations within the Premises. Table of Contents Initials of: Landlord: Tenant: Table of Contents EXHIBIT “D” ATTACHED TO AND MADE A PART OF THAT CERTAIN OFFICE LEASE AGREEMENT EXECUTED BY AND BETWEEN ▇▇▇▇▇ REIT – BRIDGEWATER NJ, LLC, AS LANDLORD, AND DENDREON CORPORATION, AS TENANT, DATED JUNE , 2012 RULES AND REGULATIONS The following rules and deliver to Tenant vacant possession regulations have been formulated for the safety and well-being of all tenants of the Offer Space within ninety (90) days after Building. Strict adherence to these rules and regulations is necessary to guarantee that every tenant will enjoy a safe and undisturbed occupancy of its premises. Any violation of these rules and regulations by Tenant shall constitute a default by Tenant under the anticipated availability date as stated Lease. A. ALL TENANTS. The following rules shall be applicable to all tenants of the Building: 1. Tenant shall not obstruct or encumber or use for any purpose other than ingress and egress to and from the Premises any sidewalk, entrance, passage, court, elevator, vestibule, stairway, corridor, hall or other part of the Building not exclusively occupied by Landlord Tenant. No bottles, parcels or other articles shall be placed, kept or displayed on window ledges, in windows or in corridors, stairways or other public parts of the Offer Notice and in connection therewithBuilding. Tenant shall not place any showcase, mat or other article outside the Premises. Nothing may be placed on or about balcony areas, if appropriate in any, of the Building without Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant prior written approval. Tenant shall keep all portions of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises which are visible from the Building’s central atrium (if any) in a tasteful, neat and the Offer Space shall orderly condition characteristic of first-class professional offices, so as not to be affected thereby except that the term offensive to other tenants of the lease with respect to Building. No desks, bookcases, file cabinets and other furniture shall be placed against the Offer Space shall not commence until Landlord shall deliver vacant possession of glass surrounding 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 RequirementBuilding’s central atrium (if any). (b) Notwithstanding anything to the contrary contained in this Section 37.5, if 2. 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 control and operate the public portions of the Building and the facilities furnished for common use of the tenants, in such manner as Landlord deems best for the benefit of the tenants generally. Tenant shall not permit the visit to the Premises of persons in such numbers or under such conditions as to interfere with the use and enjoyment of the entrances, corridors, elevators and other public portions or facilities of the Building by other tenants. Tenant shall coordinate in advance with Landlord’s property management department all deliveries to the Building so that arrangements can be made to minimize such interference. Tenant shall not permit its Acceptance Notice by written notice thereof given on employees and invitees to congregate in the elevator lobbies or before corridors of the date that Building. Canvassing, soliciting and peddling in the Building are prohibited, and Tenant shall cooperate to prevent the same. Public corridor doors, when not in use, shall be thirty (30) days after kept closed. Nothing, including mats and trash, shall be placed, swept or thrown into the end corridors, halls, elevator shafts, stairways or other public or Common Areas. 3. Tenant shall not attach, hang or use in connection with any window or door of the aforesaid one Premises any drape, blind, shade or screen, without Landlord’s prior written consent. All awnings, drapes projections, curtains, blinds, shades, screens and other fixtures shall be of a quality, type, design and color, and shall be attached in a manner, approved in writing by Landlord. Any Tenant-supplied window treatments shall be installed behind Landlord’s standard window treatments so that Landlord’s standard window treatments will be what is visible to persons outside the Building. Drapes (1whether installed by Landlord or Tenant) year period unless which are visible from the exterior of the Building shall be cleaned by Tenant at least once a year, without notice from Landlord, at Tenant’s own expense. 4. Tenant shall not use the water fountains, water and wash closets, and plumbing and other fixtures for any purpose other than those for which they were constructed, and Tenant shall not place any debris, rubbish, rag or other substance therein (including coffee grounds). All damages from misuse of fixtures shall be borne by the tenant causing same. 5. Tenant shall not construct, maintain, use or operate within the Premises any electrical device, wiring or apparatus in connection with a loudspeaker system (other than an ordinary telephone and paging system) or other sound system, in connection with any excessively bright, changing, flashing, flickering or moving light or lighting device, or in connection with any similar device or system, without Landlord’s prior to the giving written consent. Tenant shall not construct, maintain, use or operate any such device or system outside of such notice its Premises or within ten (10) days thereafter Landlord such Premises so that the same can be heard or seen from outside the Premises. No flashing, neon or search lights shall have delivered vacant possession be used which can be seen outside the Premises. Only warm white lamps may be used in any fixture that may be visible from outside the Building or Premises. Tenant shall not maintain, use or operate within the Premises any space heater. 6. Tenant shall not bring any bicycle, vehicle, animal, bird or pet of such Offer Space to Tenantany kind into the Building, except seeing-eye or hearing-ear dogs for handicapped persons visiting the Premises. Except while loading and unloading vehicles, there shall be no parking of vehicles or other obstructions placed in the loading dock area.

Possession. (ai) 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 Premises to Tenant by reason on the estimated Commencement Date (as the same may be adjusted pursuant to the terms 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 loss or damage resulting therefrom, except as expressly provided herein. In the event of any delay in the Commencement Date (as the same may be adjusted), the rent provided for herein shall not commence until the actual Commencement Date (so long as Tenant is not responsible for such failure by a then existing tenant or occupant to vacate any of delay), and the Offer Space, (ii) Term shall be extended accordingly. Landlord shall use commercially reasonable efforts to obtain and deliver the Premises 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 estimated Commencement Date set forth in (as the Offer Notice same may be adjusted). (ii) Subject to Article 28 and delays caused by reason of Tenant, if Landlord fails to deliver the holding over or retention of possession of any tenant or other occupant or for any other reason, then Premises to 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 estimated Commencement Date (as the aforesaid same may be adjusted pursuant to the change order process described in the Workletter), for each one (1) year day between (a) the date that is thirty (30) days after the estimated Commencement Date (as the same may be adjusted), and (b) and the actual Commencement Date (each such day, a “Day of Delay”), Tenant shall be entitled to an amount equal to the Base Rent payable for each Day of Delay multiplied by 1.5 times the daily Base Rent owed commencing in the thirteenth (13th) month of the Lease Term or whenever the Rent Abatement period unless ends, whichever is later (the “Delay Payment”). At Tenant’s option, the Delay Payment shall be paid by Landlord to Tenant within thirty (30) days after the actual Commencement Date, or Landlord shall apply the Delay Payment against future payments of Base Rent as such payments first come due under the terms of this Lease. (iii) In addition to the right to receive the Delay Payment, if Landlord fails to deliver the Premises to Tenant on or before the date that is nine (9) months after the estimated Commencement Date (as the same may be adjusted by any change order submitted in accordance with the terms of this Lease, subject to Article 28 and delays caused by Tenant, Tenant thereafter shall have the right to terminate this Lease by delivering written notice of termination to Landlord within thirty (30) days after the expiration of such nine (9) month period, in which event this Lease shall terminate upon Landlord’s receipt of such notice and the parties shall have no further obligation or liability to the other. Tenant’s failure to deliver notice of termination to Landlord within such thirty (30) day period shall be deemed a waiver by Tenant of the right to terminate this Lease pursuant to this Section 3.A.(iii). (i) Landlord shall provide Tenant, its agents, suppliers, contractors and workmen reasonable access to the Premises prior to the giving Commencement Date (“Tenant’s Early Access”) for the purpose of installing Tenant’s telephone and computer wiring and systems, security system wiring and hardware, furniture and equipment, the Lab, the Deli, the Workout Facilities, the Meeting Room wiring and equipment, the data center, the Generators and similar work, and to generally prepare the Premises for occupancy. As a condition of such notice early access, Tenant shall deliver to Landlord certificates of the insurance Tenant is required to maintain hereunder. Tenant acknowledges and agrees that Tenant’s Early Access shall be subject to all of the terms, covenants, conditions and provisions of this Lease, except as to the covenant to pay Base Rent and Additional Rent, and further agrees that in connection with Tenant’s Early Access Landlord shall not be liable in any way for any injury, loss or damage which may occur to any property placed in the Premises by Tenant, the same being strictly at Tenant’s sole risk, except due to the negligence or willful misconduct of Landlord or its agents, employees or invitees. In connection with such installation by Tenant, Tenant acknowledges that Tenant’s Early Access will be shared with Landlord while Landlord is in the process of completing the Premises and the Phase I Improvements in accordance with schedule attached hereto as Appendix “D-1” and will be phased through a mutually agreed upon schedule on a floor-by-floor basis. Tenant and Landlord shall reasonably cooperate with each other in coordinating such early access so as not to delay or otherwise interfere with the completion of the Premises and the Phase I Improvements by Landlord but to allow completion of Tenant’s preparations prior to the Commencement Date. In connection therewith, each party and its employees and agents agrees to use commercially reasonable efforts not to damage or harm in any way the Premises and Phase I Improvements or any of Tenant’s property, and each shall indemnify, defend and hold harmless the other for, from and against any such Losses caused by that party or its agents, employees, servants or contractors. Early access shall not advance the Commencement Date or the Expiration Date, nor change the date upon which Tenant’s obligation to pay Base Rent commences. (ii) If at any time Tenant’s Early Access shall unreasonably delay, in Landlord’s reasonable discretion, or interfere with the completion of Landlord’s construction of the Premises, Landlord shall have the right to suspend Tenant’s Early Access right upon not less than forty-eight (48) hours written notice, provided, however, that such termination shall be void if Tenant shall, within such forty-eight (48) hour period, cure such CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. delay or interference and/or provide such assurances to Landlord as Landlord shall have reasonably requested that such problem will not occur again. C. The Premises shall be deemed to be ready for Tenant’s occupancy if only minor or insubstantial details of construction 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 work contracted for directly by Tenant, Tenant’s Specialty Construction Work, Additional Work or Additional Tenant Improvement Work 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 Riverwalk Project is located as set forth in the Lease Schedule, which shall evidence same by authorizing Tenant’s occupancy thereof, which authorization shall be in the form of written permission to occupy, which written permission may be in the form of a temporary or final certificate of occupancy or its equivalent. It is further understood that prior to initial occupancy, the parties shall jointly inspect the Premises and prepare a “punch list” of incomplete items to be completed by Landlord within a reasonable time after occupancy not to exceed sixty (60) days, subject to Landlord’s inability to perform (as described in Article 28), provided, however, that if any punch list item cannot be completed within such sixty (60) day period and Landlord is diligently attempting to complete such punch list item, the time period to complete the same shall be reasonably extended for so long as is reasonably necessary to complete the punch list item, but in no event longer than an additional forty-five (45) days, subject to an inability to perform (as described in Article 28). If occupancy is initially obtained through a temporary certificate of occupancy, Landlord shall use commercially reasonable and diligent efforts to obtain the permanent certificate of occupancy (or its equivalent issued by the Community) as soon as possible and to promptly remedy the items on the punch list to Tenant’s reasonable satisfaction. D. Tenant shall execute a confirmation of the Commencement Date and the Expiration Date in such form as Landlord may reasonably request within ten (10) days thereafter after requested. Tenant’s failure to execute and deliver to Landlord such written confirmation within ten (10) days after request shall have delivered vacant possession of such Offer Space to Tenantconstitute acceptance and acknowledgment by Tenant that the Commencement Date set forth in Landlord’s request for confirmation thereof is true and correct, without exception.

Possession. 3.1 Subject to Landlord’s obligation to perform the Landlord Work, the Premises are accepted by Tenant in “As Is” condition and configuration without any representations or warranties by Landlord. Except as otherwise set forth in this Lease, Tenant acknowledges and agrees that (a) If Landlord has not made any representation or warranty with respect to (i) the condition of the Premises, the Building or the Project or (ii) the suitability or fitness of any of the same for the conduct of Tenant’s Permitted Use, its business or for any other purpose and (b) the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and that such Exhibit A is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the Common Areas, or the elements thereof, or of the accessways to the Premises, the Building or the Project, or any portion thereof. The taking of possession of the Premises by Tenant exercises its right to lease shall conclusively establish that the Offer Space Premises, the Project and the Building were at such time in good and sanitary order. Landlord is unable shall endeavor to deliver possession of the Premises to Tenant in the condition required (in connection with such delivery) under this Lease and the Work Letter (the “Delivery Condition”) prior to or on the date set forth Target Delivery Date; provided, however, that in the Offer Notice as event that such delivery is delayed for any reason or the date Delivery Date otherwise does not occur on which Landlord anticipates delivering possession or before the Target Delivery Date, this Lease shall not be void or voidable (or terminable by Tenant), the Term 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) this Lease shall not be extended, and Landlord shall not be liable to Tenant for any loss or damage resulting from such delay or from the 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 delivery of possession of the Offer Space within ninety (90) days Premises to occur on any particular date. 3.2 Promptly after the anticipated availability date as stated by determination of the Commencement Date, Landlord and Tenant shall enter into a Commencement Date Letter substantially 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) form attached as Exhibit I. Tenant’s obligations failure to execute and return the Commencement Letter shall in no way affect the Commencement Date, Rent Commencement Date or Expiration Date 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 RequirementLease. (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 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 Subject to the Premises and the Offer Space shall not be affected thereby except that the term right 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 Lessee to deliver possession of any item of Equipment to the Manufacturer thereof for testing or other similar purposes or to any Authorized Maintenance Performer for service, repair, maintenance or overhaul work on such Offer Space on item of Equipment or before any part thereof or for alterations or modifications in or additions to such item of Equipment to the date which is one (1) year after extent required or permitted by the anticipated Offer Space Commencement Date set forth terms of Articles 5 and 6 hereof or to any member of a pooling arrangement as provided in the Offer Notice by reason of the holding over Article 6.2, Lessee shall not sublease, assign or retention of otherwise transfer possession of any tenant item of Equipment, or any part thereof, leased hereunder without the prior written consent of Beneficiary which consent will not be unreasonably withheld, but may be subject to such conditions as it reasonably deems necessary to protect its interests and the interests of Lessor; PROVIDED that a Wet Lease of 90 days or less (including all stated renewals) may be entered into without Beneficiary's consent so long as such Wet Lease is expressly subject and subordinate to this Lease and Lessee provides a copy thereof to Beneficiary upon commencement thereof. This Lease and all or any part of Lessee's rights hereunder shall not be assigned or otherwise in any way transferred or hypothecated by Lessee without the prior written consent of Lessor, and any purported assignment, transfer or hypothecation without the prior written consent of Lessor shall constitute an Event of Default hereunder and be void. Lessor agrees for the benefit of Lessee and for the benefit of any other holder of a security interest in any engine owned by Lessee, any lessor of any engine leased to Lessee and any conditional vendor of any engine purchased by Lessee subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engines so owned, leased or purchased and that neither Lessor nor its successors or assigns will acquire or claim as against Lessee or any such mortgagee, lessor or conditional vendor or other occupant holder of a security interest or any successor or assignee of any thereof, any right, title, or interest in such engine as a result of such engine being installed on the Airframe; PROVIDED that such agreement of Lessor shall not be for the benefit of any lessor or secured party of an airframe leased to Lessee or purchased by Lessee subject to a conditional sale or other security agreement or for the benefit of any mortgagee or any other reasonholder of a security interest in an airframe owned by Lessee on which Lessee then proposes to install an Engine, then Tenant shall have the right to withdraw unless such lessor, conditional vendor, other secured party or mortgagee party has effectively agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its Acceptance Notice by written notice thereof given on successors 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 assigns will acquire, as against Lessor or Beneficiary any right, title or interest in an Engine as a result of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of Engine being installed on such Offer Space to Tenantairframe.

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 Vednor/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 Vendor/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 Vendor/Builder to the Rights on Purchaser's Default and the Purchaser shall further be liable to pay to the Vendor/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 Super 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 Vendor/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 Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver give the Tenant possession of the Leased Premises on the date set forth specified in paragraph 2 above for the Offer Notice as the date on which Landlord anticipates delivering possession commencement of the Offer Space to Tenant Lease Term, by reason of the holding over fact that the Building has not been sufficiently completed to make the Leased Premises ready for occupancy, 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 improvements to the Leased Premises and the Offer Space shall specified in Paragraph 43 below have not be affected thereby except that been sufficiently completed, or a prior tenant has held over beyond 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 37.5its lease, 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, this Lease shall remain in full force and effect and the Landlord shall not be subject to any liability for failure to give possession on that date. However, except in the case of a delay due to the Tenant, no rent shall be payable during any such period of inability to give possession and the date for the commencement of the Lease Term (the “Commencement Date”), instead of being the date specified in paragraph 2 above, shall be and become the date which is the earlier of (a) the date the Leased Premises are occupied by the Tenant or (b) 15 days following the date the Landlord shall mail or deliver to the Tenant a certificate stating that the Leased Premises are ready for occupancy. In the event the Commencement Date is postponed pursuant to this Paragraph 34 the date for the termination of the Lease Term (the “Termination Date”) specified in paragraph 2 above shall also be postponed for a like number of days, it being understood that the term of this Lease shall be for the number of years specified in paragraph 2 above. In the event of any dispute as to when the Leased Premises are ready for occupancy the decision of the Landlord’s representatives shall be final. In the event that for any reason the Leased Premises are not ready for occupancy within sixty (60) days from the date for the commencement of the Lease Term specified in paragraph 2 above, then the Landlord and the Tenant shall each have the right to withdraw its Acceptance Notice by terminate this Lease upon written notice thereof given on or before to the date that other party unless the failure to have the Leased Premises ready for occupancy is by reason of the Tenant’s failure to comply with the terms of this Lease in which event the Lease shall remain in full force and effect unless the Landlord shall elect to terminate the same. The Landlord’s right to elect to terminate this Lease pursuant to the last clause of the preceding sentence shall be thirty (30) days after in addition to any other rights or remedies the end Landlord may have against the Tenant arising from the Tenant’s breach of its obligations under this Lease. In the event this Lease shall terminate pursuant to the election of the aforesaid one (1) year period unless Landlord or the Tenant, the Tenant shall promptly reimburse the Landlord for the cost of all improvements installed in the Leased Premises at the Landlord’s expense pursuant to the provisions of paragraph 43 below. If permission is given to Tenant to enter into the possession of the Leased Premises prior to the giving date for the commencement of the Lease Term specified in paragraph 2 above, Tenant covenants and agrees that such notice or within ten (10) days thereafter Landlord occupancy shall have delivered vacant possession be deemed to be under all the terms, covenants, conditions and provisions of such Offer Space to Tenantthis Lease, including the payment of rent, and the termination date shall remain the same date specified in paragraph 2 above.

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 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. 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. (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) 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 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. (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. Upon taking possession of the Premises, it shall be conclusive evidence (a) If that Tenant exercises its right has inspected the Premises, (b) that Tenant has accepted the Premises in "AS IS" condition, subject to lease completion of Landlord's work as herein defined, on such date, (c) except for those express warranties contained within this Lease, that Tenant has waived any warranty, express or implied, as to the Offer Space habitability, suitability, quality, condition or fitness of the Premises or Building, and Landlord is unable (d) that the physical condition of the Premises comply fully with Landlord's covenants and obligations under the Lease with respect to deliver possession on the date Landlord's Work, except for any punch list items agreed to in writing by ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ with respect to same. Except as expressly set forth herein, Landlord shall not have any obligation for any defects in the Offer Notice as Premises or any limitation on its use. If ▇▇▇▇▇▇ takes possession during the date on which Landlord anticipates delivering possession Interim Possession Period, all terms and conditions of the Offer Space Lease shall be in full force and effect, including Tenant's obligation to pay for the cost of utilities and services, but excluding Tenant's obligation to pay Base Rent and ▇▇▇▇▇▇'s Share of Operating Expenses. Tenant by reason shall not, during the Interim Possession Period, interfere with the performance of the holding over ▇▇▇▇▇▇▇▇'s Work. Except for Landlord's gross negligence or retention of possession of any tenant or occupant of the Offer Space (i) willful misconduct, Landlord shall not be liable to Tenant in any way for any failure by a then existing tenant injury, loss or occupant damage which may occur to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts Tenant's Work and/or 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 property placed 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 Premises prior to the Premises Lease Commencement Date and thereafter, 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 Tenantsame being at ▇▇▇▇▇▇'s sole risk. 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 contained herein to the contrary contained but subject to Tenant's maintenance obligations in this Section 37.514 hereof, if Landlord represents and warrants that as of the Lease Commencement Date, the plumbing, electrical, roll- up doors and other mechanical components exclusively serving the Premises shall be in good working order and repair, and Landlord shall have failed to deliver possession warrant such systems for a period of such Offer Space on or before three-hundred sixty (360) days following the date which is one (1) year after Commencement Date, and further shall warrant the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason roof for a period 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 first ten (10) days thereafter Landlord years of the Term; provided, however, such warranties shall have delivered vacant possession of such Offer Space not be effective for any maintenance, repairs or replacements necessitated due to Tenantthe misuse of, or damages caused by, Tenant or Tenant Parties.

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) 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 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. A. Lessee hereby declares that Lessee has inspected the Premises, the Building and all related areas and grounds and that Lessee is satisfied with the physical condition thereof. LESSEE AGREES THAT NO REPRESENTATIONS, WARRANTIES (aEXPRESSED OR IMPLIED) If Tenant exercises its right to lease the Offer Space and Landlord is unable OR COVENANTS WITH RESPECT TO THE CONDITION, MAINTENANCE OR IMPROVEMENTS OF THE PREMISES, BUILDING, OR OTHER AREAS HAVE BEEN MADE TO LESSEE EXCEPT THOSE CONTAINED IN THIS LEASE, THE APPLICATION, OR OTHERWISE IN WRITING SIGNED BY LESSOR. B. This Lease Agreement shall terminate if Lessor fails to deliver possession to the Lessee within 15 days of the proposed date of possession set forth on the date set forth in first page of this Lease, and if the Offer Notice as Lease Agreement is terminated pursuant to the date on provisions under this Section, the Lessor shall refund all prepaid/rent and security, which Landlord anticipates delivering possession of Lessee agrees shall be Lessee's only remedy. C. Decorating, if any that is to be done by 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 Lessor, is not and shall not be liable a condition precedent to Tenant for possession or rent. Nothing herein contained shall in the event of fire, explosion or other casualty impose upon Lessor any failure obligation to make repairs which are more extensive or different from those required by a then existing tenant or occupant the provisions of the Lease pertaining to Fire & Casualty. Lessee agrees to give Lessor 30 days notice of his intent to vacate any the premises at the natural termination 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 this lease 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 above. If Lessee fails to give such notice, the preceding provisions of this Section 37.5 are intended Lessor is entitled 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 Requirementadditional one month rent. (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) 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 Unless an Event of Default shall have occurred and be continuing, the Debtor shall be free to lease remain in full and exclusive possession, enjoyment, use and control of the Offer Space Collateral (except for the Collateral Account 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 original executed copies 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 SpaceLeases and Owner Trust Agreements, (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 than with respect to the Premises Excluded Aircraft) all of which have been delivered to the Secured Party at the Closing) and to manage, operate, exercise its rights in and use the Offer Space shall not be affected thereby except same and each part thereof with the rights and franchises appertaining thereto; provided that the term possession, enjoyment, -------- control and use of the lease with respect Collateral shall at all times be subject to the Offer Space shall not commence until Landlord shall deliver vacant possession observance and performance 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 RequirementLoan Documents. (b) The Debtor covenants and agrees that in the event any monies or payments shall be paid to or distributed to the Debtor in respect of the Collateral, the Debtor will receive and hold the same in trust for the Secured Party, and will promptly upon receipt thereof deposit or cause to be deposited such monies or payments in the Collateral Account in accordance with Section 2.3 hereof. (c) 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 this Security Agreement or any of the holding over or retention other Loan Documents, so long as no "Event of possession Default" (as defined in any applicable Lease) has occurred and is continuing, the Secured Party hereby acknowledges and agrees that its rights hereunder and thereunder shall be subject and subordinate to the rights of any tenant or other occupant or for any other reasonthe lessee under the applicable Lease with respect to each aircraft, then Tenant including, without limitation, lessee's right of quiet enjoyment thereunder, the lessee's right to renew such Lease, and lessee's right to purchase the aircraft on the terms specified in the applicable Lease. Without limiting the generality of the foregoing, the Secured Party expressly agrees that, so long as no "Event of Default" (as defined in the applicable Lease) shall have the occurred and be continuing under that Lease, Secured Party shall not disturb (or permit any person acting by, through or under Secured Party to disturb) lessee's or any sublessee's right peacefully and quietly to withdraw its Acceptance Notice by written notice thereof given on or before the date hold, possess and use that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior aircraft pursuant to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantapplicable Lease.

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) A. If Tenant exercises its right to lease the Offer Space and for any reason whatsoever, 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 as of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Commencement Date as defined in Addendum, P.6.A, 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) but in that event, all rent shall be abated during the period between the Commencement Date and the date when Landlord actually delivers possession. B. In the event Landlord shall use commercially reasonable efforts permit Tenant to obtain and deliver occupy the Premises prior to Tenant vacant the Commencement Date, such occupancy shall be subject to all of the provisions of this Lease. Said early possession shall not advance the termination date hereinabove provided. C. If Landlord shall not have delivered possession of the Offer Space Premises 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 (as defined in the Offer Notice Addendum P.6.), Tenant may, at Tenant's option, 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 notice in writing 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 Landlord within ten (10) days thereafter thereafter, cancel this Lease, in which event the parties shall be discharged from all obligations hereunder; provided, however, that if such written notice by Tenant is not received by Landlord within said ten (10) day period, Tenant's right to cancel this lease hereunder shall have delivered vacant terminate and be of no further force or effect. If there are Tenant Caused Delays (as defined in Addendum P.6.C.), the number of days of delay shall be added to the ninety (90) days in which Landlord has to deliver possession of such Offer Space the Premises before Tenant has the right to Tenantcancel this Lease.

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. 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:\97571225\8\13173.0005" "" WEIL:\97571225\8\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 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 10.1. Subject to lease the Offer Space and Landlord is unable to deliver possession on the date set forth Purchaser not being in the Offer Notice as the date on which Landlord anticipates delivering possession breach 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 Spaceterms hereof and the Purchaser having paid all the dues and amounts hereunder including the Total Consideration, (ii) Landlord the Promoters shall use commercially reasonable efforts endeavor to obtain and deliver to Tenant vacant possession of provide 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 Multiplated Dwelling House 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 Purchaser on or before the date which is one estimated DOP set out at Annexure 6 (1Multiplated Dwelling House and Project Details) year after with an additional grace period of 18 (eighteen) months and any further extension as may be applicable pursuant to Clause 10.4 (cumulatively referred to as the anticipated Offer Space Commencement Date Extended DOP i.e. estimated DOP as set forth in the Offer Notice by reason out at Annexure 6 (Multiplated Dwelling House and Project Details) + additional grace period of 18 (eighteen) months + further extension as may be applicable pursuant to Clause 10.4). 10.2. The Purchaser shall make full payment of all amounts payable under this Agreement within 15 (fifteen) days of the holding over or retention of Promoters intimating him, in writing, that the Multiplated Dwelling House is ready for possession (Possession Demand Letter) and shall thereafter, take possession of any tenant or other occupant or for any other reasonthe Multiplated Dwelling House. In the event the Purchaser fails and, then Tenant shall have or, neglects to take possession of the right to withdraw its Acceptance Notice by written notice thereof given on or before Multiplated Dwelling House within 2 (two) months from the date that of the Possession Demand Letter, the Purchaser shall be thirty (30) days after liable to pay demurrage charges to the end Promoters at the rate of INR 10/- per square foot of Carpet Area per month or part thereof from the expiry of the aforesaid one aforementioned 2 (1two) year month period unless till such time the Purchaser takes the possession of the Multiplated Dwelling House. The amounts payable by the Purchaser pursuant to this Clause 11.2 shall be in addition to the CAM Charges. Notwithstanding the aforesaid, it shall be deemed that the Purchaser has taken possession of the Multiplated Dwelling House on the expiry of the 2 months from the date of the Possession Demand Letter and the Purchaser shall alone be responsible / liable in respect any loss or damage that may be caused to the Multiplated Dwelling House after this date. 10.3. The Promoters shall obtain occupation certificate for the Multiplated Dwelling House (OC) (which shall also be deemed to be the Completion Certificate, if required, under Applicable Law) at any time prior to the giving Extended DOP. The OC may be for part or whole of such notice the Building. Further, the Promoters shall endeavor to make available the key Common Areas and Amenities in respect of the Building within a period of 1 (one) year from the Extended DOP. 10.4. Notwithstanding any other provision of this Agreement, the Promoters shall, without being liable to the Purchaser in any way including in respect of payment of Interest, be entitled to reasonable extension of time for making available the Multiplated Dwelling House for possession or within ten completion of said Building if the same is delayed for reasons beyond the control of the Promoters including on account of any of the following: a. Any event of Force Majeure; b. Riots / other civil disturbances; c. Any notice, order, rule or notification of the Central or relevant State Government and / or any other public or competent Authority or of the court which affects the Building in which the Multiplated Dwelling House is located. For the purposes of this Clause 10.4, a reasonable extension of time will, at the least, be equivalent to the aggregate of the period of the subsistence of an event or events stipulated in this Clause 10.4 and a 3 (10three) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantmonth recommencement period.

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. (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 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) 17.01 If Tenant exercises its right to lease the Offer Space and 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 Premises on the Commencement Date because of the holding over or retention of possession of any tenant occupant thereof, alteration 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 Spaceconstruction work, (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, Landlord shall not be subject to any liability for such failure. In such event, this Lease shall stay in full force and effect, without extension of its Term. However, the Rent hereunder and the rent abatement set forth in Section 3.02 hereof shall not commence until the Premises are available for occupancy by Tenant. If delay in possession is due to work, changes or decorations being made by or for Tenant (other than on account of Landlord’s Work) or is otherwise caused by Tenant, there shall be no rent abatement and the Rent (and the abatement provided for in Section 3.02 hereof) shall commence on the date specified in this Lease. If permission is given to Tenant to occupy the Premises or other Premises prior to the date specified as the commencement of the Term, such occupancy shall be deemed to be 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. 17.02 Notwithstanding anything contained herein to the contrary: (i) in the event that the Commencement Date shall not have occurred on or before the 1st Penalty Date (as such term is hereinafter defined), then, in addition to the rent abatement provided for in Section 3.02 hereof, Tenant shall receive a rent credit in an amount equal to one half (1/2) day’s Fixed Annual Rent payable hereunder for each day of delay after the 1st Penalty Date until the earlier of (a) the day immediately preceding the 2nd Penalty Date (as such term is hereinafter defined) or (b) the Commencement Date, provided, however, the 1st Penalty Date shall be extended by one day for each day of delay which is due to a Tenant Delay (as such term is hereinafter defined) or Force Majeure (as such term is hereinafter defined); and (ii) in the event that the Commencement Date shall not have occurred on or before the 2nd Penalty Date (as such term is hereinafter defined), then, in addition to the rent abatement provided for in Section 3.02 hereof, Tenant shall receive a rent credit in an amount equal to one (1) day’s Fixed Annual Rent payable hereunder for each day of delay after the 2nd Penalty Date until the Commencement Date shall have occurred, provided, however, the 2nd Penalty Date shall be extended by one day for each day of delay which is due to a Tenant Delay or Force Majeure, and (iii) in the event that the Commencement Date shall not have occurred on or before the Outside Delivery Date (as such term is hereinafter defined), then Tenant shall have the right to withdraw its Acceptance Notice may by written notice thereof given to Landlord 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 is ten (10) days thereafter following the Outside Delivery Date elect to terminate and cancel this Lease effective on the date (the “Cancellation Date”) occurring ten (10) days following the date such notice is given, in which event (provided that the Commencement Date has not occurred prior to the Cancellation Date) this Lease shall be null and void and of no further force and effect, and neither Landlord nor Tenant shall have any further rights or obligations hereunder; provided further, however, that the representations and indemnifications contained in Article 40 hereof shall survive such termination), all monies paid by Tenant hereunder for rent and security shall be immediately returned to Tenant and the Outside Delivery Date shall be extended by one day for each day of delay which is due to a Tenant Delay or Force Majeure. 17.03 For purposes of Section 17.02 of this Article, the following terms shall have the following meanings: (I) the “1st Penalty Date” shall mean the date that is fifty two (52) days following the date (the “Work Permit Date”) Landlord receives from the New York City Department of Buildings a building permit for the performance of Landlord’s Work; (II) the “2nd Penalty Date” shall mean the date that is eighty two (82) days following the Work Permit Date; (III) the “Outside Delivery Date” shall mean the date that is two hundred forty (240) days following the Work Permit Date; (IV) “Tenant Delay” means any delay which Landlord may encounter in the performance of Landlord’s obligations hereunder by reason of any act or omission of any nature of Tenant, Tenant’s agents or contractors, including, without limitation, delays due to changes in or additions to the work set forth herein requested by Tenant, delays by Tenant in submission of information or giving authorizations or approvals or delays due to the postponement of any such work at the request of Tenant; and (V) "Force Majeure" shall mean any of the following: (i) a strike, (ii) lock-out or other labor trouble, (iii) governmental preemption of priorities or other controls in connection with a public emergency or (iv) shortages of fuel, supplies or labor or failure or defect in the supply, quantity or quality of electricity or water as the result of governmental preemption or by reason of any legal requirement or act or omission of a public utility. Upon Landlord’s receipt of a written request from Tenant, Landlord shall have delivered vacant provide Tenant with a copy of the building permit referred to in subsection (I) of this Section 17.03 provided that such permit is then in the possession of such Offer Space to TenantLandlord.

Possession. (a) If Tenant exercises its right 6.1 Upon the said Unit/Flat shall be deemed to lease be ready for delivery of possession upon the Offer Space same being completed internally in a reasonable habitable condition with reasonable ingress to and Landlord is unable egress from the said Unit/Flat being provided along with temporary or permanent water, drainage, sewerage, electricity and lift facilities/connections, the Developer shall thereafter issue a notice to deliver possession on the date set forth in Purchaser/s herein called upon the Offer Notice as the date on which Landlord anticipates delivering Purchaser/s herein to take possession of the Offer Space to Tenant by reason said Unit/Flat upon making payment of all dues and complying with all other outstanding obligations of the holding over Purchaser/s herein at the relevant time even if any or retention of possession of any tenant or occupant of the Offer Space (i) Landlord some work 6.2 The Purchaser/s herein shall not be liable 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 receive possession of the Offer Space within ninety (90) days after said Unit/Flat only upon prior payment of all his/her/their dues including the anticipated availability date as stated by Landlord in agreed consideration, the Offer Notice additional payments and in connection therewithdeposits and also upon due compliance with and/or performance of all covenants, if appropriate in Landlord’s good faith judgment, institute undertakings 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 required to be complied with respect to and/or performed on the Premises and the Offer Space shall not be affected thereby except that the term part of the lease with respect Purchaser/s herein in pursuance hereof or otherwise required by law. The obligation to the Offer Space shall not commence until Landlord shall deliver vacant make over possession of the Offer Space to Tenant. The terms set forth in said Unit/Flat shall arise only thereafter. 6.3 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 event of the New York Real Property Law or Purchaser/s herein not making full payment and/or not complying with any successor Requirementof his/her/their obligations and/or not taking possession of the said Unit/Flat within a period of 15 days from the date of issue of the notice under clause 6.1 hereinabove, the Purchaser/s herein shall be deemed to have committed default entitling the Owners-Vendors / Developer herein to exercise its rights on the Purchaser’s/s’ default. (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 6.4 With effect from the date which is one (1) year after of possession the anticipated Offer Space Commencement Date set forth in Purchaser/s herein shall be deemed to have fully satisfied himself /herself/themselves regarding the Offer Notice by reason title of the holding over or retention of possession of any tenant or other occupant or for any other reasonproperty and the respective rights, 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 title of the aforesaid one (1) year period unless prior Owners-Vendors and the Developer and also regarding constructional-specifications, built up and super built-up area, workmanship, materials use and structural stability and completion of the Buildings, the common portions and the said Unit/Flat modification and accordingly shall not thereafter be entitled to raise any objection or make any claim regarding the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantsame.

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 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 Taking of possession of any tenant or occupant of by Tenant shall be deemed conclusively to establish Tenant has accepted the Offer Space (i) Landlord shall not be liable to Tenant Demised Premises as suitable for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall Tenant's intended 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 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 Demised Premises have been completed and are in good and satisfactory condition (subject to latent defects and completion of any incomplete or corrective items specified in a "punch list" approved by Landlord and Tenant). - 3 - 5. Rental Pavrnents. (a) Commencing on the Offer Space shall not be affected thereby except that Rental Commencement Date, and continuing thereafter throughout the Lease Term, Tenant hereby agrees to pay all Rent due and payable under this Lease. As used in this Lease, the term of "Rent" shall mean the lease with respect Base Rental (as hereinafter defined), Tenant's Forecast Additional Rental (as hereinafter defined), Tenant's Additional Rental (as hereinafter defined), and any other amounts that Tenant assumes or agrees to pay under 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 that are intended owed to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or Landlord, including without limitation 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 and all other sums that may become due by reason of any default of Tenant or failure on Tenant's part to comply with the holding over agreements, terms, covenants and conditions of this Lease to be performed by Tenant. Base Rental together with Tenant's Forecast Additional Rental shall be due and payable in twelve (12) equal installments on the first day of each calendar month, commencing on the Rental Commencement Date and continuing thereafter throughout the Lease Term and any extensions or retention of possession of any tenant renewals thereof, and Tenant hereby agrees to pay such Rent to Landlord at Landlord's address as provided herein (or such other occupant or for any other reason, then address as may be designated by Landlord from time to time) monthly in advance. Tenant shall have pay all Rent and other sums of money as shall become due from and payable by Tenant to Landlord under this Lease at the right to withdraw its Acceptance Notice by written notice thereof given on times and in the manner provided in this Lease, without demand, deduction, set-off 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 Tenantcounterclaim.

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 on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to the Tenant by reason on the intended date of the holding over or retention of possession of any tenant or occupant commencement 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 damage resulting therefrom. Under such circumstances, 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 rent provided for herein shall not commence until Landlord shall deliver vacant 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. 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. The terms 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 preceding provisions Lease Schedule, which shall evidence same by authorizing ▇▇▇▇▇▇’s occupancy thereof, which authorization may be in the form of this Section 37.5 are intended oral or written permission to constitute 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 48 hours of initial occupancy, the parties shall jointly inspect the Premises and prepare a “an express provision punch list” of incomplete items to the contrarybe completed by Landlord within a reasonable time after occupancy. Tenant agrees to provide a supplemental “punch list” 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 Tenantoccupancy encompassing all items not then completed except for latent defects.

Possession. (a) 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 of on or before the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Scheduled Commencement Date, Landlord shall not be liable to Tenant for any failure loss or damage resulting therefrom and Tenant waives the provisions of any law to the contrary. However, in such event, the Lease Term shall commence on the earlier to occur of (i) seven (7) days following the giving of notice by a then existing tenant Landlord that the Premises shall be ready for occupancy; provided, however, the Premises shall be substantially complete and ready for occupancy on such Commencement Date or occupant to vacate any of the Offer SpaceLandlord's notice shall be void, or (ii) Landlord the date that Tenant first occupies the Premises, and Tenant shall use commercially reasonable efforts not be liable for Rent until such time. If the Lease Term commences on a date other than the Scheduled Commencement Date pursuant to obtain and deliver the provisions herein, the parties agree to Tenant vacant possession of acknowledge the Offer Space within ninety (90) days after the anticipated availability date Commencement Date as stated by Landlord in the Offer Notice and in connection therewithpreviously provided; provided, 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 shall not be affected thereby except that the term of the lease with respect in any manner should either party fail or refuse 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 Requirementexecute such statement. (b) Notwithstanding anything If Landlord delivers possession of or access 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 Premises prior to the giving Scheduled Commencement Date, Tenant's occupancy or access shall be subject to all of the terms and provisions of this Lease which could reasonably and logically be construed as applying thereto, including, without limitation, Tenant's obligation to pay Rent. (c) Upon the expiration or other termination of the Lease Term, Tenant shall quit and surrender the Premises to Landlord, broom clean and in good order and condition, ordinary wear and tear excepted. Tenant shall remove all of its personal property and shall promptly repair any damages to the Premises caused by such notice removal. Tenant's obligation to perform this covenant shall survive the expiration or within ten other termination of the Lease Term. (10d) days thereafter If Tenant holds possession of the Premises or any part thereof after the expiration or termination of the Lease Term, by lapse of time or otherwise, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to the term of this Lease, rent and other sums payable by Tenant. During such holdover period, Tenant shall pay to Landlord monthly a sum equivalent to one hundred and fifty percent (150%) of the Rent and other sums payable by Tenant to Landlord with respect to the last month of the term of this Lease (unless Landlord shall have delivered vacant possession give written notice to Tenant of such Offer Space to Tenanta higher rent which shall apply), shall be payable in the amount and at the times specified in this Lease.

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 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. (ai) 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 upon the Scheduled Commencement Date with all of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord's Work Substantially Completed therein, then except as provided herein, Landlord shall not be liable to Tenant for any failure loss or damage resulting therefrom. However, notwithstanding anything to the contrary set forth in this Lease, in the event that Landlord has not delivered the entire Premises to Tenant with the Work Substantially Completed by March 1, 1997 (the "Outside ------- Delivery Date"), Tenant shall have the right, at Tenant's sole option, to ------------- elect to terminate this Lease by delivery to Landlord of a then existing tenant or occupant to vacate any notice (the "Termination Notice"), which termination shall be effective thirty (30) ------------------- days after Tenant's delivery of the Offer SpaceTermination Notice to Landlord, unless within such thirty (30) day period Landlord shall deliver to Tenant the entire Premises with the Work Substantially Completed therein. The Outside Delivery Date shall be extended by one (l) day for each day of delay attributable to any (A) Tenant Delay (as defined in Section 6 of the Work Letter) or (B) Force Majeure Event (as defined in Section 17.13); provided, however, that notwithstanding the foregoing, the Outside Delivery Date shall in no event be extended by more than sixty (60) days for delays attributable to Force Majeure Events. In the event Tenant shall elect to terminate this Lease, Tenant must deliver to Landlord the Termination Notice prior to the date the entire Premises are delivered to Tenant with the Work Substantially Complete therein, and neither party shall have any further obligation to the other under this Lease. (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of If 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 Term with respect to the Premises commences on a date other than the Scheduled Commencement Date pursuant to the provisions herein, the parties agree to execute and acknowledge a written statement setting forth the actual Commencement Date for the Premises and the Offer Space Expiration Date of this Lease; provided, however, this Lease shall not be affected thereby except that the term of the lease with respect in any manner should either party fail or refuse 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 Requirementexecute such statement. (b) Notwithstanding anything Tenant may enter the Premises upon receipt of Landlord's consent for the purpose of installing furniture, special flooring or carpeting, trade fixtures, telephones, computers, photocopy equipment and other business equipment ("Early Entry Work"); provided, however, that-in performing such Early Entry Work, Tenant shall not interfere with Landlord's Work (as defined in Section 1 of the Work Letter) in the Premises. Such early entry shall not advance the Commencement Date, provided Tenant does not commence business operations from any part of the Premises. Any such early entry into and occupancy of the Premises by Tenant or any person or entity working for or on behalf of Tenant shall be deemed to be subject to all of the contrary contained in this terms, covenants, conditions and provisions of the Lease, and excluding only the covenant to pay Rent. In connection with such early entry, including any early entry into any staging area pursuant to Section 37.521 of the Work Letter, if Landlord shall have failed not be responsible for, and Tenant is required to deliver possession obtain insurance covering any loss caused by Tenant or those entering the Premises on behalf of Tenant to perform such Offer Space on Early Entry Work, including theft, damage or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth destruction to any work or material installed or stored by Tenant or any contractor or individual involved in the Offer Notice by reason construction of the holding over Work or retention of possession of any tenant or other occupant Early Entry Work, or for any injury to Tenant or Tenant's employees, agents, contractors, licensees, directors, officers, partners, trustees, visitors or invitees (collectively, "Tenant's Employees) or to any other reason, then Tenant person and provided further that Landlord shall have the right to withdraw post the appropriate notices of nonresponsibility and to require Tenant to provide Landlord with evidence that Tenant has fulfilled its Acceptance Notice obligation to provide insurance pursuant to Article 13 hereof. In the event that the performance of Tenant's Early Entry Work causes extra costs to Landlord (other than those permitted in Section 15 of the Work Letter) or requires the use of elevators during hours other than the Business Hours, Tenant shall reimburse Landlord for such extra cost and/or shall pay Landlord for such elevator service or other Building services at Landlord's Actual Cost (as such term is defined in Section 7.2(c)). (c) Tenant shall vacate the Premises upon the Expiration Date or earlier termination of this Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all damage incurred by written notice thereof given on Landlord from any delay by Tenant in vacating the Premises. If Tenant continues to occupy the Premises after the Expiration Date or before the date that earlier termination of this Lease, and Landlord thereafter accepts Rent from Tenant, then Tenant's occupancy shall be thirty (30) days after the end a "month-to-month" tenancy, subject to all of the aforesaid one (1) year period unless prior terms and provisions of this Lease, except that the Base Rent then in effect shall be increased to the giving greater of such (A) one hundred thirty-five percent (135%) of the Base Rent in effect at the Expiration Date or earlier termination of this Lease and (B) one hundred thirty-five percent (135%) of the then prevailing monthly rental rate for similar commercial space, as determined by Landlord. This month-to-month tenancy may be terminated by Landlord or Tenant upon five (5) days' prior notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantthe nonterminating party.

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 A. Except as otherwise provided, Landlord shall deliver possession of the Premises on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to lease such commencement date shall not affect the Offer Space and expiration date of this Lease Agreement. Failure of Landlord is unable to deliver possession on of the Premises by the date set forth in hereinabove provided, due to any cause beyond Landlord’s control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the Offer Notice as 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 Landlord anticipates delivering possession of the Offer Space Premises is delivered to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Tenant. Landlord shall not be liable agrees 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 ensure that the entire Premises is free of any other tenants by November 1, 2008. B. The rentals herein reserved shall commence on the first day of the Offer Space Term, provided, Landlord provides Tenant with notice on or before October 28, 2008 that the entire Premises has been vacated of other tenants and that the entire Premises is available for purposes of constructing the improvements described in Exhibit B, such construction to be substantially completed 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 notice, subject to force majeure. In the Offer Space shall not commence until event 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 delayed from providing such notice or and said delay continues until December 31, 2008, Tenant may, at its option, by notice in writing to Landlord within ten (10) days thereafter thereafter, cancel this Lease, in which event the parties shall be discharged from all obligations hereunder; provided further, however, that if such written notice of Tenant is not received by Landlord within said ten (10) day period, Tenant’s right to cancel this Lease under this Article 5 shall terminate and be of no further force or effect. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant’s failure to reasonably agree to the Plans, or by Tenant’s failure to pay for the costs of the Tenant Improvements, 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 delivered vacant possession 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 as outlined in Article 1, 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. 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 Offer Space 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 square footage of the Premises, and delivery of the Premises in the condition required by this Lease Agreement. Landlord represents and warrants that the Premises is structurally sound and up to all relevant occupancy standards, has quality windows and a proper and sufficient HVAC system, both of which are in good working order, and has obtained all necessary easements, zoning, and other permits to provide Tenant with a commercial space designed for general office use. Except as specifically provided in the foregoing sentence, Tenant accepts the Premises and any improvements thereto in their “AS IS – WITH ALL FAULTS” condition upon delivery of the same from Landlord and, except as set forth in Exhibit B, Landlord shall not bear the cost or expense for any improvements, hook-ups or other items necessitated by Tenant’s initial occupancy 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 in the Offer Notice as the date on which Landlord anticipates delivering Tenant’s taking of possession of the Offer Space New Premises shall constitute Tenant’s acknowledgment that the New Premises are in good condition and that all work and materials are satisfactory, except as to Tenant by reason any defect or incomplete work relating to Landlord’s Work that is readily identifiable from a walkthrough of the holding over or retention of New Premises and is described in a written notice given by Tenant to Landlord not later than the day Tenant takes possession of any tenant or occupant of the Offer Space (i) Landlord New Premises. The foregoing acceptance, however, shall not be liable to Tenant for any failure by a then existing tenant deemed or occupant to vacate construed as limiting 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 representations or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect the Lease. Landlord will correct and complete those defects and incomplete items described in such notice, which Landlord confirms are in fact defects or incomplete items. Tenant shall accompany Landlord to prepare 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 punch list on or before the date which is one (Tenant takes possession of the Premises. Initials of: Landlord: DD Tenant: CMH 1600 5,888 1/31/2020 1) year after the anticipated Offer Space Commencement Date set forth in the Offer , 5-yr renewal option. Notice by reason 1/31/2019 1600 5,888 8/9/2024 ROFO; Expires 8/10/2021 1630 5,764 8/9/2024 ROFO; Expires 8/10/2021 The following rules and regulations have been formulated for the safety and well-being of all tenants of the holding over Building. Strict adherence to these rules and regulations is necessary to guarantee that every tenant will enjoy a safe and undisturbed occupancy of its premises. Any violation of these rules and regulations by Tenant shall constitute a default by Tenant under the Lease. 1 Tenant shall not obstruct or retention of possession of encumber or use for any tenant purpose other than ingress and egress to and from the Premises any sidewalk, entrance, passage, court, elevator, vestibule, stairway, corridor, hall or other occupant part of the Building not exclusively occupied by Tenant. No bottles, parcels or for other articles shall be placed, kept or displayed on window ledges, in windows or in corridors, stairways or other public parts of the Building. Tenant shall not place any showcase, mat or other reasonarticle outside the Premises. Nothing may be placed on or about balcony areas, then if any, of the Building without Landlord’s prior written approval. Tenant shall keep all portions of the Premises which are visible from the Building’s central atrium (if any) in a tasteful, neat and orderly condition characteristic of first class professional offices, so as not to be offensive to other tenants of the Building. No desks, bookcases, file cabinets and other furniture shall be placed against the glass surrounding the Building’s central atrium (if any). 2 Landlord shall have the right to withdraw control and operate the public portions of the Building and the facilities furnished for common use of the tenants, in such manner as Landlord deems best for the benefit of the tenants generally. Tenant shall not permit the visit to the Premises of persons in such numbers or under such conditions as to interfere with the use and enjoyment of the entrances, corridors, elevators and other public portions or facilities of the Building by other tenants. Tenant shall coordinate in advance with Landlord’s property management department all deliveries to the Building so that arrangements can be made to minimize such interference. Tenant shall not permit its Acceptance Notice by written notice thereof given on employees and invitees to congregate in the elevator lobbies or before corridors of the date that Building. Canvassing, soliciting and peddling in the Building are prohibited, and Tenant shall cooperate to prevent the same. Public corridor doors, when not in use, shall be thirty (30) days after kept closed. Nothing, including mats and trash, shall be placed, swept or thrown into the end corridors, halls, elevator shafts, stairways or other public or Common Areas. 3 Tenant shall not attach, hang or use in connection with any window or door of the aforesaid one Premises any drape, blind, shade or screen, without Landlord’s prior written consent. All awnings, drapes projections, curtains, blinds, shades, screens and other fixtures shall be of a quality, type, design and color, and shall be attached in a manner, approved in writing by Landlord. Any Tenant supplied window treatments shall be installed behind Landlord’s standard window treatments so that Landlord’s standard window treatments will be what is visible to persons outside the Building. Drapes (1whether installed by Landlord or Tenant) year period unless which are visible from the exterior of the Building shall be cleaned by Tenant at least once a year, without notice from Landlord, at Tenant’s own expense. 4 Tenant shall not use the water fountains, water and wash closets, and plumbing and other fixtures for any purpose other than those for which they were constructed, and Tenant shall not place any debris, rubbish, rag or other substance therein (including coffee grounds). All damages from misuse of fixtures shall be borne by the tenant causing same. 5 Tenant shall not construct, maintain, use or operate within the Premises any electrical device, wiring or apparatus in connection with a loudspeaker system (other than an ordinary telephone and paging system) or other sound system, in connection with any excessively bright, changing, flashing, flickering or moving light or lighting device, or in connection with any similar device or system, without Landlord’s prior to the giving written consent. Tenant shall not construct, maintain, use or operate any such device or system outside of such notice its Premises or within ten (10) days thereafter such Premises so that the same can be heard or seen from outside the Premises. No flashing, neon or search lights shall be used which can be seen outside the Premises. Only warm white lamps may be used in any fixture that may be visible from outside the Building or Premises. Tenant shall not maintain, use or operate within the Premises any space heater. 6 Tenant shall not bring any bicycle, vehicle, animal, bird or pet of any kind into the Building, except seeing eye or hearing ear dogs for handicapped persons visiting the Premises. Bicycle parking is available in the Parking Facility in a designated space for tenants on a first come, first serve basis subject to such rules and regulations as Landlord shall have delivered vacant possession from time to time impose. Except while loading and unloading vehicles, there shall be no parking of such Offer Space to Tenantvehicles or other obstructions placed in the loading dock area.

Possession. (a) If Except as otherwise expressly provided in this Section 44.05, 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 delivery of any ROFO Space to Tenant exercises its right nor shall Tenant’s obligations under this Sublease with respect to lease the Offer Premises or such ROFO Space be affected thereby. Landlord shall not be subject to any liability and this Sublease shall not be impaired 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 possession of the Offer any ROFO Space to Tenant by reason of the on any particular date. Landlord agrees that it shall not waive any rights it may have against any person or entity holding over or retention of possession of in the ROFO Space, without any obligation to enforce any such rights. In the event that any then existing tenant or occupant fails to vacate any of the Offer ROFO Space that is the subject of an Acceptance Notice on or before the Anticipated ROFO Space Commencement Date and such failure shall continue for more than thirty (i30) days thereafter, then Landlord shall not be liable agrees to Tenant for any failure by a then use commercially reasonable efforts to cause such existing tenant or occupant to vacate any the ROFO Space in question including the institution and prosecution of appropriate eviction proceedings. In the Offer Space, (ii) event that 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 fails to deliver possession of such Offer any ROFO Space on or before that is the date which is one subject of an Acceptance Notice within six (16) year after months following the anticipated Offer Anticipated ROFO 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, then Tenant shall have the right to withdraw terminate its Acceptance Notice with respect to such ROFO Space by written notice thereof given on or before the date that shall be giving Landlord thirty (30) days after the end of the aforesaid one (1) year period unless written notice thereof, which termination notice must be given prior to the giving of such notice or within ten (10) days thereafter date upon which Landlord shall have delivered vacant delivers possession of such Offer ROFO Space to Tenant; provided, however, if Landlord shall deliver possession of such ROFO Space to Tenant on or before the expiration of such thirty (30) day period, then Tenant’s termination of its Acceptance Notice shall be null and void and of no force or effect whatsoever.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to for any reason Sublandlord 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 Sublease Premises to Tenant by reason of Subtenant on the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Commencement Date, Sublandlord shall not be liable subject to Tenant for any liability therefor, nor shall such failure by a then existing tenant affect the validity of this Sublease or occupant to vacate any the obligations of Subtenant hereunder or extend the Offer Spaceterm hereof, (ii) Landlord provided that no rent shall use commercially reasonable efforts to obtain and deliver to Tenant vacant be due hereunder until possession of the Offer Space within ninety (90) days after Sublease Premises has been delivered to Subtenant. If 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 Commencement Date 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 37.5have occurred by June 1, 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 reason2000, then Tenant Subtenant shall have the right to withdraw its Acceptance Notice by terminate this Sublease upon written notice thereof given to Sublandlord. Notwithstanding the foregoing, Subtenant may access the Sublease Premises commencing on March 20, 2000 until April 13, 2000 ("Early Access Period"), during the hours of 8 a.m. to 5 p.m. on weekdays only (or before at any time following Sublandlord vacating the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless Sublease Premises prior to the giving Commencement Date) for purposes of installing furniture, fixtures and equipment and other improvements (as set forth 9 below) only, provided that Subtenant shall comply with all other provisions of this Sublease other than the payment of Rent, including, without limitation, the insurance requirements contained herein. During the Early Access Period, Subtenant may install partitioning, modify the electrical circuits, and install data and telephone cabling, provided such notice installations and modifications do not interfere with or within ten disrupt Sublandlord's operations in the Sublease Premises. In addition, Subtenant may perform minor construction (10such as installation of doors) days thereafter Landlord shall have delivered vacant possession in the Sublease Premises during the Early Access Period, provided such construction does not interfere with or disrupt Sublandlord's operations in the Sublease Premises, and provided that Subtenant obtains Sublandlord's and Master Landlord's prior written consent pursuant to the terms of such Offer Space to Tenantthis Sublease and the Master Lease.

Possession. The Lessee shall not sublease without the prior written consent of Lessor, or otherwise in any manner deliver, relinquish or transfer possession of any Item of Equipment; PROVIDED, however, that, so long as no Default or Event of Default shall have occurred and be continuing and so long as the Lessee shall comply with the provisions of Article 12 hereof, the Lessee may deliver possession of an Item of Equipment for service, repair, maintenance or overhaul work, or for alterations or modifications in or additions to an Item of Equipment to the extent required or permitted by the terms hereof, and Lessee may also: (aA) If Tenant exercises install an Engine on an airframe owned by or leased to the Lessee or purchased by the Lessee subject to a conditional sale or other security agreement, PROVIDED that 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 PROVIDED FURTHER, that the Lessor shall have received prior to such installation (1) a certificate signed by an authorized officer of the Lessee to the effect that the lease or conditional sale or other security agreement covering such airframe by its terms provides that neither such lessor nor secured party nor its successor or assigns will acquire or may 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. (B) upon prior written notice to the Lessor, subject any Engine to normal interchange or pooling agreements or arrangements, in each case customary in the airline industry and entered into by the Lessee in the ordinary course of its business with any Certified Air Carrier PROVIDED that (1) no such agreement or arrangement contemplates or requires the transfer of title to any Engine, and (2) if the Lessor's title to any 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 Lessee, concurrently with such divestiture, shall comply with Article 11 in respect thereof; PROVIDED, that the rights of any transferee who receives possession by reason of a transfer permitted by this Section 6.01 (other than the transfer of an Engine which is deemed an Event of Loss) shall be subject and subordinate to all the terms of this Lease, including, without limitation, the restrictions on the use of an Aircraft contained in Section 6.03 and the Lessor's right to lease the Offer Space terminate this Lease upon an Event of Default and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering obtain possession of the Offer Space Engine without regard to Tenant by reason any such agreement, lease or sublease, and the Lessee shall remain primarily liable hereunder for the performance of all of the holding over terms of this Lease to the same extent as if such transfer had not occurred. No interchange agreement or retention other relinquishment of possession of any tenant Engine shall in any way discharge 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 diminish 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 Lessee'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 RequirementLessor 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. (a) If Tenant exercises its right Sublessee represents 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 Sublessor that: (i) Landlord shall not be liable to Tenant for any failure by Sublessee ---------- is currently leasing approximately thirteen thousand four hundred sixty-three square feet (13,463 sf) located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ("Miranda Premises") at a then existing tenant or occupant to vacate any monthly base rental rate (triple net) of the Offer SpaceForty-Eight Thousand Four Hundred Sixty-Six and 80/100 ($48,466.80) ("Miranda Property Base Rent"), (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 for the Miranda Premises expires on April 30, 1999, (iii) if Sublessee does not vacate the Miranda Premises prior to May 1, 1999, Sublessee shall be legally obligated under the lease for the Miranda Premises to pay to the Offer Space landlord thereunder base rent in an amount equal to one hundred fifty percent (150%) of the Miranda Property Base Rent regardless of whether Sublessee vacates the Miranda Premises prior to June 1, 1999, and Sublessee shall not commence until Landlord shall be entitled to receive any credit, refund, rebate or other return of any portion of such amount if Sublessee vacates the Miranda Premises prior to June 1, 1999. Based on the foregoing representations and notwithstanding any provision of this Sublease, if for any reason Sublessor cannot deliver vacant possession of the Offer Space Sublease Premises to Tenant. The terms set forth in Sublessee on the preceding provisions Commencement Date, such failure shall not affect the validity of this Sublease or the obligations of Sublessee hereunder or extend the term hereof, but in such case Sublessee shall not be obligated to pay rent until possession of the Sublease Premises is delivered to Sublessee and Sublessee shall be entitled to the (a) if Sublessor delivers possession of the Sublease Premises after April 15, 1999 but on or prior to April 30, 1999, then for the period from May 1, 1999 through May 31, 1999, inclusive, Sublessee shall be entitled to a credit against any Rent (defined under Section 37.5 are intended 4.2 below) due to constitute “Sublessor under this Sublease in an express provision amount equal to the contrary” within the meaning lesser of Section 223One Thousand One Hundred Seventy-a Three Dollars ($1173) per day or fifty percent (50%) of the New York Real Property Law or any successor Requirement. amount actually paid by Sublessee to the landlord under the Miranda Premises lease as base rent for such period; (b) Notwithstanding anything if Sublessor delivers possession of the Sublease Premises after April 30, 1999, then for the period from the date on which Sublessee delivers possession of the Sublease Premises to Sublesee through May 31, 1999, inclusive, Sublessee shall be entitled to a credit against any Rent due to Sublessor under this Sublease in an amount equal to the contrary contained in this Section 37.5, lesser of One Thousand One Hundred Seventy-Three Dollars ($1173) per day or fifty percent (50%) of the amount actually paid by Sublessee to the landlord under the Miranda Premises lease as base rent for such period; and (c) if Landlord shall have failed to deliver Sublessor has not delivered 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 Sublease Premises to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be Sublessee within thirty (30) days after the end of the aforesaid one (1) year period unless prior Commencement Date, Sublessee may, at its election, by notice in writing to the giving of such notice or Sublessor within ten (10) days thereafter Landlord after such thirty (30) day period, cancel this Sublease, in which event Sublessor shall return all sums actually deposited by Sublessee with Sublessor, and neither party shall have delivered vacant any further liability to the other and both parties shall be discharged from all obligations hereunder. Sublessee shall have no other rights or remedies against Sublessor, at law, in equity, or otherwise, for any failure of Sublessor to deliver possession of the Sublease Premises to Sublessee on or before the Commencement Date. Sublessee and Sublessor agree that the damages to Sublessee resulting from Sublessor's failure to timely deliver possession are impractical and extremely difficult to fix or ascertain and that the foregoing credits and termination right are a fair and reasonable estimate and represent the agreed upon amount of and remedies for said damages. It is the parties' intention to create by this Section 2.1 a valid and enforceable liquidated damages provision consistent with the pertinent provisions of the California Civil Code, or any amendments thereof or successors thereto. SUBLESSEE AND SUBLESSOR HEREBY ACKNOWLEDGE AND AGREE THAT THE CREDITS AND TERMINATION RIGHT SET FORTH UNDER THIS SECTION 2.1 HAVE BEEN AGREED UPON AS THE PARTIES' REASONABLE ESTIMATE OF SUBLESSEE'S DAMAGES AND AS SUBLESSEE'S SOLE REMEDIES AGAINST SUBLESSOR, AT LAW, IN EQUITY OR OTHERWISE, IN THE EVENT SUBLESSOR DOES NOT TIMELY DELIVER POSSESSION OF PREMISES TO SUBLESSEE PURSUANT TO THIS SUBLEASE. SUBLESSOR: /s/ signature illegible SUBLESSEE: /s/ signature illegible If Sublessee occupies the Sublease Premises prior to the Commencement Date, such Offer Space occupancy shall be subject to Tenantthis Sublease, and Sublessee shall commence paying Rent upon such occupancy pursuant to Section 4 below. Any such early occupancy shall not advance the Expiration Date.

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 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 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 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 August 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.