Common use of Possession Clause in Contracts

Possession. Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.

Possession. Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide If Tenant exercises its right to lease the Offer Space and allow Landlord is unable to deliver possession on the applicable Seller 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 access efforts to Sellerobtain 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 Propertygood 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-Related Files and Records for purposes a of inspection and copying thereof, and the New York Real Property Law or any successor Requirement. (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time 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 Records Hold Period, Purchaser desires to dispose anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any Seller’s Property-Related Files and Recordstenant or other occupant or for any other reason, Purchaser must first provide then Tenant shall have the applicable Seller prior right to withdraw its Acceptance Notice by written notice (thereof given on or before the “Records Disposal Notice”). Such Seller date that shall have a period of be thirty (30) days after receipt the end of the Records Disposal Notice aforesaid one (1) year period unless prior to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser giving of such Property notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsTenant.

Possession. Possession 5.1 In the event of each Propertythe inability of Lessor to deliver possession of the leased premises or any portion thereof, subject 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 Leasesleased premises to Lessee prior to January 1, those Property Contracts which are not identified as Terminated Contracts (subject 1993 and Lessee agrees to accept the limitations of Section 3.6)same at such time, both Lessor and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items Lessee agree to be delivered bound by Purchaser pursuant all provisions and obligations of this lease during the prior period. 5.2 Notwithstanding the foregoing, if Lessor fails to Section 6.4deliver all of the office space portion of the leased premises to Lessee in Substantially Completed condition by 5:00 p.m., includingDecember 14, without limitation1992, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property Lessor shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to hold Lessee harmless from (a) provide all rent and allow other occupancy charges incurred by Lessee with respect to its existing office space premises in the applicable Seller reasonable access to Seller’s Property-Related Files Pacific Building or elsewhere which is in excess of the rent and Records other charges payable by Lessee for purposes 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 the tenant improvement in the office space portion of inspection and copying thereofthe leased premises have been Substantially Completed, and (b) reasonably maintain reasonable attorneys’ fees and preserve Seller’s Property-Related Files and Records. If at any time after expenses incurred by Lessee with respect to such occupancy beyond December 31, 1992 in its existing Pacific Building premises or elsewhere (other than the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”Building). Such Seller indemnity shall not apply to the extent such failure would not have a period occurred but for 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 thirty Exhibit B. 5.3 Notwithstanding the foregoing, if Lessor fails to deliver all of the branch bank 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 (30a) all rent and other occupancy charges incurred by Lessee with respect to its existing branch bank premises in the Pacific Building which is in excess of the rent 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 (5) days after receipt the date on which the tenant improvements in the branch bank portion of the Records Disposal Notice leased premises have been Substantially Completed and (b) reasonable attorneys’ fees and expenses incurred by Lessee with respect to enter occupancy beyond December 31, 1992 in its existing Pacific Building branch bank premises or elsewhere (other than the applicable Property Building) from January 1, 1993 until five (5) days after the date on which the tenant improvements in the branch bank portion of the leased premises have been substantially completed. Such indemnity shall not apply to the 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 location where such records are then storedlabor 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 remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include equipment which will be installed by Lessee in the covenants leased premises when the term of this Section 6.5.12 pertaining lease commences. Costs incurred by Lessee in connection with such use shall be a charge to Seller’s Property-Related Files Tenant Work. All of such furniture and Records in any management contract equipment and packaging materials or other debris associated with such use shall be removed from Floor 21 not later than the date rent commences for each Property (and to bind the manager thereunder to such covenants)entire office portion of the leased premises, and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsareas used by Lessee shall be left in a broom clean condition.

Possession. Possession Landlord shall reasonably attempt to deliver possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts Premises within one hundred twenty (subject to the limitations 120) days of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitationLease execution, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies anticipated date of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing commencement (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal NoticeAnticipated Commencement Date”). Such Seller shall have a period of thirty (30) days after receipt If Landlord should be unable to deliver possession of the Records Disposal Notice Premises to enter the applicable Property (Tenant on the Anticipated Commencement Date or thereafter for any reason, Landlord shall not be 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 other location where delay. Under such records are then stored) circumstances, the rent reserved and remove covenanted to be paid herein shall not commence until the possession of the 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 copy those in Tenant’s taking occupancy of Seller’s Property-Related Files and Records that such Seller desires 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 retain. Purchaser agrees commence paying rent hereunder beginning on the earlier to occur of (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and Anticipated Commencement Date or (ii) the date the Landlord tenders possession of the Premises to bind any future purchaser of such Property Tenant. If permission is given to the 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 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 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 Commencement Date (if not a specific calendared date under Section 6.5.12 pertaining to Seller’s Property-Related Files and Records2.1), which shall be binding for all purposes unless Tenant sends written notice of objection within five (5) business days of receipt.

Possession. Possession Except as otherwise provided, Landlord shall deliver possession of each Propertythe Premises on or before the date hereinabove specified for commencement of the Term, subject 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 delivered to the LeasesTenant. Provided further, those Property Contracts 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 condition required by this Lease Agreement, except items which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), in compliance with Exhibit A-3 and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, for which Tenant has given Landlord a written “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of punch list” within thirty (30) days after receipt of Tenant’s first occupancy of the Records Disposal Notice 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 date that is 14 days prior to enter the applicable Property (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 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 such other location where such records are then stored) and remove or copy those Operating Expenses until the earlier of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files date Tenant occupies the Premises and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and begins conducting business therefrom or (ii) to bind any future purchaser the commencement date of such Property the Term. Tenant shall also pay the charges for all utilities furnished to the covenants Premises during Tenant’s early-access period, as reasonably estimated by Landlord. Any other provision herein to the contrary notwithstanding, (a) Landlord shall 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 this Section 6.5.12 pertaining Lease shall be in full force and effect during this early occupancy period, except Tenant’s obligation to Seller’s Property-Related Files and Recordspay rent.

Possession. Possession 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 each PropertyGod and other casualties or unforeseen events beyond the control of the Landlord. If Landlord is unable to give possession of the Leased Premises on the Commencement Date by reason of the holding over of any prior Tenant or Tenants, subject 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 LeasesTenant, those Property Contracts which are not identified as Terminated Contracts (subject an abatement or diminution of the rent to be paid hereunder, for the limitations period of Section 3.6), and the Permitted Exceptionstime Landlord is unable to give possession, shall be delivered 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 Purchaser Tenant for any loss or damage to Tenant on account of said delay in obtaining possession of the Closing Leased Premises except Landlord’s gross negligence. If, and only if, the Leased Premises have not been tendered within sixty (60) days after the Commencement Date upon release from escrow of all items specified in this Lease, either Landlord or Tenant shall have the right to be delivered by Purchaser terminate this Lease after fifteen (15) days’ written notice to the other party. Neither Landlord nor Tenant shall have the right to terminate this Lease pursuant to Section 6.4, including, without limitation, this Paragraph 3 if Landlord tenders Possession of the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed Leased Premises in tenantable condition as required by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If Paragraph 4 hereof at any time after prior to Tenant’s exercise of its termination right hereunder. In the Records Hold Periodevent neither Landlord nor Tenant has terminated the Lease as provided herein, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice Commencement Date shall be extended by one (the “Records Disposal Notice”). Such Seller shall have a period of thirty (301) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract day for each Property (and to bind day beyond the manager thereunder to such covenants), and (ii) to bind any future purchaser stated Commencement Date delivery of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordspossession has been delayed.

Possession. Possession 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 delivery of each Propertyany Expansion Space to Tenant nor shall Tenant’s obligations under 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 diligently prosecute appropriate proceedings to recover vacant possession of such Expansion Space. Except as otherwise expressly set forth herein, Landlord shall not be 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 LeasesLease under the provisions of Section 223-a of the Real Property Law of the State of New York, those Property Contracts and agrees that the provisions of this Section 5(e) are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a. Landlord agrees that it shall not waive any rights it may have against any person or entity holding over in the Expansion Space, without any obligation to enforce any such rights. If Landlord fails to deliver vacant possession of any Expansion Space in accordance with the terms hereof prior to 9 months after the date which are not identified is the anticipated Expansion Space Commencement Date (as Terminated Contracts set forth in the applicable Expansion Space Notice) (an “Outside Expansion Space Delivery Date”), Tenant shall have the right at any time thereafter in respect of such Expansion Space, as its sole and exclusive remedy therefor (subject to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered Landlord’s obligation to Purchaser on the Closing Date upon release from escrow of all items re-offer such space to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”Tenant as detailed below), to cancel the Lease in respect of such Expansion Space by giving notice of cancellation to Landlord. If Tenant timely delivers the aforesaid cancellation notice, the Lease in respect of such Expansion Space shall terminate 30 days after the date of such notice, unless Landlord delivers vacant possession of such Expansion Space in the condition required by the Lease within 30 days after Tenant gives such cancellation notice (a) provide 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 allow 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 Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereofExpansion Space, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide Landlord shall promptly offer in writing the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller Expansion Space to Tenant and Tenant shall have a period 30 days (or 15 days, if Landlord obtains possession of thirty (30) such Expansion Space within 90 days after receipt 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 Records Disposal Notice to enter the Expansion Option applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsExpansion Space.

Possession. Possession The obligations of each Property, subject Landlord and Tenant with respect to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject initial leasehold improvements to the limitations Demised Premises are set forth in EXHIBIT "D" attached hereto and by this reference made a part hereof. Taking of Section 3.6), and possession of the Permitted Exceptions, Demised Premises by Tenant shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to conclusive evidence that: (a) provide Landlord's construction obligations with respect to the Demised Premises have been completed in accordance with the Plans and allow Specifications and that the applicable Seller reasonable access Demised Premises, to Seller’s Property-Related Files the extent of Landlord's construction obligations with respect thereto, are in good and Records for purposes of inspection and copying thereof, satisfactory condition; and (b) reasonably maintain the Project is in good and preserve Seller’s Propertysatisfactory condition and is accepted by Tenant as suitable for the purposes for which the Demised Premises are leased. The taking of possession by Tenant of any portion of the Demised Premises shall not be deemed as a waiver of (i) any Punch List Item or warranty work that Landlord is required to provide or perform, or (ii) any above-Related Files ceiling or other latent defect, as of the date of Substantial Completion not readily visible during a walk-through inspection of the Demised Premises, and Records. If at any time as to which Tenant shall have given Landlord written notice within eleven (11) months after the Records Hold Perioddate of Substantial Completion, Purchaser desires all of which items described in (i) and (ii) Landlord shall be obligated to dispose promptly repair to the extent the condition requiring repair shall not be caused by Tenant, its agents, contractors or employees. Notwithstanding anything to the contrary contained herein, the Delivery Date shall not be deemed to have occurred unless and until Landlord shall have delivered the Demised Premises to 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 any Seller’s Property-Related Files the Demised Premises and Records, Purchaser must first provide which are capable of being completed on a reasonably prompt basis after the applicable Seller prior written notice Delivery Date (the “Records Disposal Notice”"Punchlist Items"), (b) with all of such work being in compliance with all applicable laws, codes, regulations and ordinances, and (c) with all systems serving the Demised Premises being operational and in good condition. Such Seller shall have a period of Landlord covenants and agrees to use all reasonable efforts to complete the Punchlist Items within thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants)Delivery Date, and Landlord covenants and agrees to complete the Punchlist items (iiother than the installation of long lead time items that cannot be delivered within such period) to bind any future purchaser of such Property to within sixty (60) days after the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsDelivery Date.

Possession. Possession of each Propertythe Leased Premises or Subleased Space, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptionsapplicable, shall be delivered to Purchaser the Applicable BURLINGTON Entity on the Closing Date upon release from escrow date for such Leased Premises set forth on Exhibit T hereto (each a “Possession Date”) free of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases tenancies and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller occupants (other than proprietary informationas 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 (collectively“Landlord’s Work”), “Sellerthe Landlord’s Property-Related Files and Records”) regarding Work shall have been substantially completed by the respective Possession Date. On the applicable Property Possession Date, the Applicable BURLINGTON Entity shall take possession of each respective Leased Premises or Subleased Space, as applicable, and shall accept each Leased Premises or Subleased Space, as applicable, in such condition or better than it was on June 1, 2007, reasonable wear and tear excepted. In the event the applicable VCDS Tenant fails to deliver possession of any Leased Premises or Subleased Space, as applicable, to BURLINGTON on the applicable Possession Date in the condition provided in this Section 9.4, all personal property within the Leased Premises or Subleased Space, as applicable, except that owned by a sublessee then in possession of a portion of the Leased Premises or Subleased Space, as applicable, shall be made available deemed abandoned, and the Applicable BURLINGTON Entity may retain, sell or otherwise dispose of the same at its sole discretion, and VCDS shall pay to Purchaser at such Property after BURLINGTON an amount equal to the Closing. Purchaser agreesout-of-pocket costs and expenses incurred by the Applicable BURLINGTON Entity in placing the Leased Premises or Subleased Space, for a period of not less than 3 years after as applicable, in the Closing condition required by this Section 9.4 (the “Records Hold PeriodCure Amount”), to ) within ten (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (3010) days after receipt of the Records Disposal Notice an invoice therefor to enter the applicable Property (or pay BURLINGTON for such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordscosts.

Possession. Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, If Landlord shall be delivered unable to Purchaser tender possession of the Demised Premises on the Closing Commencement Date upon release from escrow of all items to be delivered set forth in Section 1.2 by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to reason of: (a) provide the fact that the Demised Premises are located in a building being constructed and allow which has not been sufficiently completed to make the applicable Seller reasonable access to Seller’s Property-Related Files and Records Demised Premises ready for purposes of inspection and copying thereof, and occupancy; (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose holding over or retention of possession of any Seller’s Property-Related Files tenant or 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 Landlord, Landlord shall not be subject to any liability for the failure to tender possession on said date. Under such circumstances the Base Annual Rent and RecordsAdditional Rent reserved and covenanted to be paid herein shall not commence until possession of the Demised Premises is tendered to Tenant. No such failure to tender possession on the Commencement Date set forth in Section 1.2 shall in any other respect affect the validity of this Lease or the obligations of Tenant hereunder, Purchaser must first provide nor shall same be construed to extend the applicable Seller prior written notice termination date of this Lease set forth in Section 1.2. In the event the actual Commencement Date does not occur within one (1) year of the “Records Disposal Notice”). Such Seller date this Lease is fully executed and delivered by Landlord and Tenant, then Landlord, without further liability to Tenant, shall have a period of the right to terminate this Lease upon thirty (30) days after receipt prior written notice to Tenant. If permission is given to Tenant to enter into possession of the Records Disposal Notice Demised Premises prior to enter the applicable Property (or such other location where such records are then stored) date specified as the Commencement Date, Tenant covenants and remove or copy those of Seller’s Property-Related Files and Records agrees that such Seller desires occupancy shall be deemed to retain. Purchaser agrees (i) be subject to include all of the covenants 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 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract 1.3 for each Property (and day of such occupancy prior to bind the manager thereunder to such covenants)Commencement Date, and (ii) Additional Rent set forth in Section 1.5 shall begin to bind any future purchaser accrue on such date of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordspossession.

Possession. Possession of each the Property, subject to the LeasesResident Agreements, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6)Assigned Contracts, and the Permitted Exceptions, shall be delivered to Purchaser on at the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to the terms of Section 6.4, including, without limitation, the applicable Purchase Price5.3. To the extent reasonably Seller and Existing Operator shall make available to each Seller, Purchaser at the Property (or at such other location agreed upon by the parties) on the Closing Date originals or copies of its Leases and Property the Resident Agreements, Assigned Contracts, lease files, warranties, guaranties, operating manuals, keys and access codes to the property, and such Seller’s and Existing Operator’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) that are in the possession of Seller or Existing Operator or are located at the Facilities (collectively, “Seller’s Property-Related Files and Records”) regarding exclusively relating to the applicable Property shall be made available to Purchaser at such Property after the ClosingProperty. Purchaser agrees, for a the applicable period of not required by law, but in no event less than 3 years one (1) year after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller and Existing Operator reasonable access 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 thereofthereof (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 after during the two (2) year period following the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must shall first provide the applicable Seller not less than thirty (30) days’ prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice Notice, upon reasonable prior written notice and during standard business hours, to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees retain (i) to include the covenants of this Section 6.5.12 pertaining to which shall be at Seller’s Property-Related Files sole cost and Records in any management contract for each Property (and to bind the manager thereunder to such covenantsexpense), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.

Possession. Possession 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 each Propertythe premises or the Building has been made by Lessor to Lessee unless contained herein; and no promise of Lessor to prepare, subject 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 Lessor is required to perform any space preparation work in the 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 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 Leasesdate of the commencement of the term of this Lease, those Property Contracts which are not identified then all provisions hereof shall be in full force and effect as Terminated Contracts (subject soon as Lessee occupies the premises, and Lessee shall immediately commence paying rent on a per-diem basis to the limitations date of Section 3.6)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 of the commencement of the term, and to the Permitted Exceptions, shall be delivered exclusion of all claims and rights which Lessee might otherwise have by reason of delivery of possession not being made on that date. Failure to Purchaser deliver possession on the Closing Date upon release from escrow date of all items commencement of the term shall not, in any event, extend or be deemed to be delivered by Purchaser pursuant to Section 6.4, including, without limitationextend, the applicable Purchase Priceterm of this Lease. To Unfinished extra work, if any, undertaken by Lessor for Lessee shall not be considered in determining the extent reasonably available date of delivery of possession to each Seller, originals Lessee. This Lease does not grant any possessory or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys other rights to the propertylight or air over property except over public streets kept open by public authority, and such Seller’s books and records relating Lessor shall not be liable to its Property to be conveyed Lessee for any expense, injury, loss, or damages resulting from work done in or upon, or by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt reason of the Records Disposal Notice to enter the applicable Property (use of, any adjacent or such other location where such records are then stored) and remove nearby building, land, street, or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsalley.

Possession. Possession Except as otherwise provided, Landlord shall deliver possession of each Propertythe Premises on or before the date hereinabove specified for commencement of the Term, subject 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 delivered to the LeasesTenant. The rentals herein reserved shall commence on the first day of the Term, those Property Contracts 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 Agreement, and the rental shall commence as of 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 identified as Terminated Contracts (subject to the limitations of Section 3.6), in compliance with Exhibit A‑3 and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, for which Tenant has given Landlord a written “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of punch list” within thirty (30) days after receipt of Tenant’s first occupancy of the Records Disposal Notice to enter Premises. Should the applicable Property (or such commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other location where such records are than the first day of a calendar month, then stored) and remove or copy those in that event solely for the purposes of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include computing the covenants Term of this Section 6.5.12 pertaining to SellerLease 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 Property-Related Files and Records rental obligation commences, or the first day of the first full calendar month following the commencement date set out in any management contract for each Property Article 1 (and to bind if such is other than the manager thereunder to such covenantsfirst date of a calendar month), whichever date is later, and (ii) to bind any future purchaser the termination date shall be adjusted accordingly; provided however, that the termination date shall be the last day of such Property to a calendar month, which date shall in no event be earlier than the covenants 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 Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLease Agreement.

Possession. Possession 1. The Promoter would intimate the Allottee/s the date for delivering possession of each Property, subject the Schedule 'C' Apartment to the LeasesAllottee/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 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 Schedule 'B' Property and actual, those 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 Contracts the Allottee/s shall have no claim of whatsoever nature against Promoter. In case the Allottee/s fails to take possession of the Schedule 'B' Property then the Promoter shall be entitled and the Allottee/s shall be liable to pay an amount of Rs 5/- (Rupees Five only) 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 not identified as Terminated Contracts (subject 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 limitations Association, the Owner and or the Promoter shall not be responsible for any consequence or liability on account of Section 3.6)failure, negligence, act or omission, obstruction, alteration, modification, restraint or improper use by any or all the owners, service providers or their agents with regards to the fire equipments, fire protection systems, their supporting equipments, pollution control and other general safety equipments, related facilities and services. 9. That the Permitted Exceptions, Allottee/s shall be delivered not in any manner obstruct or cause obstruction to Purchaser on any of the Closing Date upon release from escrow entries or exits of all items 'HOUSE OF HIRANANDANI - BANNERGHATTA' or obstruct any open place meant to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals retained as open place or copies obstruct free movement of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the propertyvehicles including fire tenders, and such Seller’s books other vehicles required to ensure safety and records relating statutory compliance. 10. That the car parking spaces allotted with the Schedule 'C' Apartment shall be used only for parking of one car per slot and for no other purpose including storing of any kind of items, household equipment, furniture, tyres, spares, cans etc. 11. That the Schedule 'C' Apartment shall be used as a private residence and shall not be put use for any kind of commercial or semi commercial use or serviced apartment. 12. The Allottee/s agrees and covenants that the Promoter or any agency appointed by the Promoter for the maintenance of the common areas of the Schedule 'A' Property will have the exclusive right to its Property 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 conveyed recovered by such Seller (the BBMP or any other than proprietary information) (collectivelypublic authority in respect of the Schedule 'A' Property, “Seller’s Property-Related Files and Records”) regarding the applicable Property same shall be made available borne and paid by the Allottee/s in proportion to Purchaser at such Property after his/her/their/its undivided share in the ClosingSchedule 'A' Property. 14. Purchaser agrees, for a period of That the Allottee/s shall not less than 3 years after subscribe to the Closing (change in the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt name of the Records Disposal Notice to enter Schedule 'A' Property being 'HILLCREST' nor the applicable Property (or such other location where such records are then stored) and remove or copy those development of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records'HOUSE OF HIRANANDANI - BANNERGHATTA'.

Possession. Possession Prior to the occurrence of each Propertya Trigger Event, Tenant shall not be permitted to occupy or possess the Premises. Upon the occurrence of a Trigger Event, Tenant shall have the exclusive right to occupy and possess the Premises, subject to the Leasesterms and conditions contained herein, those Property Contracts which are not identified as Terminated Contracts (subject without further notice to the limitations of Section 3.6)Landlord; provided, and the Permitted Exceptions, however that such right shall be delivered to Purchaser on deemed effectively exercised only if Tenant takes actual physical possession of the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller Premises within ninety (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (3090) days after receipt such Trigger Event, and only if Tenant is not in material default of the Records Disposal Notice Transportation Contract at the time of such exercise. The date that Tenant takes possession of the Premises pursuant to enter this Paragraph 3.2 is the applicable Property "ELECTION DATE." Tenant shall not, without the prior written consent of Landlord, be permitted to install fixtures and equipment in the Premises; provided that Tenant shall at all times be permitted (but shall not be required, except to the extent required by law or such by other location where such records are then stored) and remove or copy those express provisions of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (ithis Lease) to include repair or replace any existing fixtures or equipment located in the covenants Premises as of the time of Tenant's possession of the Premises without Landlord's consent; and further provided that Tenant shall be permitted (but shall not be required, except to the extent required by law or by other express provisions of this Section 6.5.12 pertaining Lease) to Seller’s Property-Related Files install fixtures and Records equipment in any management contract the Premises that may be reasonably required for each Property (and the purposes of the parties set forth in the Transportation Contract. Any work done by Tenant shall be done in such a manner as will not interfere with the Landlord's remaining property or business operations adjacent to bind the manager thereunder to such covenants)Premises, and (ii) Landlord shall have no liability or responsibility for loss of, or any damage to bind any future purchaser fixtures, equipment or other property or work of such Property to Tenant so installed or placed on the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsPremises.

Possession. Possession Except as otherwise provided, Landlord shall deliver possession of each Propertythe Premises with any tenant improvements thereto substantially completed on or before the Commencement Date of the Term, subject but delivery of possession prior to such Commencement Date shall not affect the Leases, those Property Contracts which are not identified as Terminated Contracts (subject Expiration Date of this Lease Agreement. Time is of the essence. Failure of Landlord to deliver possession of the limitations Premises by the Commencement Date of Section 3.6), and the Permitted Exceptions, shall be delivered Term due to Purchaser on any cause beyond the Closing Date upon release from escrow reasonable control of all items to be delivered by Purchaser pursuant to Section 6.4Landlord, including, without limitation, a holding over by a prior tenant, labor or material shortages, strikes, casualty loss, acts of God or failure by the applicable Purchase Price. To City to timely approve any plans or issue a building permit (any of the extent reasonably available foregoing being hereafter referred to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, as an “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold PeriodExcused 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 (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes beginning of inspection and copying thereofthe Term, such occupancy shall in all respects be the same as that of a tenant under this Lease Agreement, and (b) reasonably maintain and preserve Sellerthe rentals shall commence as of 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 Property-Related Files and Records. If failure to timely deliver any plans to Landlord or make any required deposit, changes in or additions to plans or tenant improvements made at the request of Tenant or any time after other delay caused by Tenant or any of its contractors, agents or employees, or by Tenant’s failure to pay for the Records Hold Period, Purchaser desires to dispose costs of the tenant improvements in excess of any Seller’s Property-Related Files tenant improvement allowance and Records, Purchaser must first provide any deposit (any of the applicable Seller prior written notice (the foregoing being hereafter referred to as a “Records Disposal NoticeTenant 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. Such Seller Prior to the commencement of the Term, Landlord shall have no responsibility or liability for loss or damage to trade fixtures or equipment installed or left on the Premises. By occupying the Premises as a period of 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 items for which Tenant has given Landlord a written list within thirty (30) days after receipt of Tenant’s first occupancy of the Records Disposal Notice 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 enter have commenced on the applicable Property first (or 1st) day of the calendar month immediately following. Following Tenant’s occupancy of the Premises and within ten (10) days of Landlord’s request, Landlord and Tenant shall 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 other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees matters as Landlord may reasonably request (i) to include hereafter the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants“Ratification Agreement”), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.

Possession. Possession No Grantor may (A) Dispose of each Propertyor relinquish possession of any 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 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 Leases, those Property Contracts 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) 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 identified as Terminated Contracts Collateral to secure any other Indebtedness or obligations, unless (subject x) the ownership of each such commingled Spare Parts can be definitely determined at all times by reference to the limitations applicable Grantor’s or Affiliate’s Spare Parts tracking number and system, as applicable, or (y) the Spare Parts of Section 3.6)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, and shelf or in a separate storage bin or other storage unit or area shall not be considered as having been commingled even though such Spare Parts are present at the Permitted Exceptionssame location so long as the applicable Grantor install signs in or on each such aisle, shall be delivered shelf, bin or other storage unit or area containing Collateral bearing the inscription: “Property of [GRANTOR], Mortgaged to Purchaser on THE BANK OF NEW YORK MELLON as Collateral Agent for the Closing Date upon release from escrow benefit of all items the Secured Parties” (such sign to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for replaced if there is a period of not less than 3 years after the Closing (the “Records Hold Period”successor Collateral Agent), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.

Possession. 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 each PropertyLandlord 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 the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, Landlord's prior written approval including without limitation, approval of the plans, specifications, contractors and subcontractors therefor, and all applicable Purchase Price. To terms and conditions of the extent reasonably available Lease relating to each Sellerconstruction, originals alterations or copies improvements of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the propertyPremises, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property reasonable requirements or conditions as Landlord may impose. During any period that Tenant shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice permitted to enter the applicable Property Expansion Space prior to the Commencement Date other than to occupy the same (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 shall be permitted to enter the Expansion Space prior to the Commencement Date for the purpose of occupying the same, Expansion Space Rent shall commence on such other location where date; if Tenant shall commence occupying only a portion of the Expansion Space prior to the Commencement Date, such records are then stored) rent and remove or copy those charges shall be prorated based on the number of Seller’s Property-Related Files rentable square fee occupied by Tenant. The Commencement Date shall be delayed and Records Expansion Space Rent shall be abated to the extent that such Seller desires to retain. Purchaser agrees Landlord fails: (i) to include substantially complete any improvements to the covenants of this Section 6.5.12 pertaining Expansion Space required to Seller’s Property-Related Files and Records be performed by Landlord under any separate agreement signed by both parties in any management contract for each Property (and to bind the manager thereunder to such covenants)connection herewith, and or (ii) to bind deliver possession of the Expansion Space for any future purchaser of such Property other reason, including but not limited to holding over by prior occupants, except to the covenants 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 terminate this Section 6.5.12 pertaining Tenant Expansion Agreement by written notice to Seller’s Property-Related Files Landlord any time hereafter up until Landlord substantially completes any such improvements and Recordsdelivers the 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. Possession Subject to the provisions of each PropertyArticle 1A(ii) hereof, if Landlord shall be unable to give possession of the Demised Premises because of the retention of possession of any occupant thereof or any alteration or construction work, or for any other reason except as hereinafter provided, 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 Leasesrent and term hereunder shall not commence until the Demised Premises are available for possession by Tenant in the condition required hereunder. If delay in possession is caused by Tenant, those Property Contracts which are not identified as Terminated Contracts (subject the term and rent shall commence on the date(s) it would have occurred but for such delay. If permission is given to Tenant to occupy the Demised Premises or other premises prior to the limitations 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. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 3.6223(a), and the Permitted Exceptions, New York Real Property Law. Landlord shall be delivered deemed to Purchaser on have given and/or tendered possession of the Closing Date Demised Premises to Tenant upon release from escrow notifying Tenant that the Demised Premises are available for Tenant’s occupancy and, when applicable, that the keys or other means of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys entry to the propertyDemised Premises may be obtained from Landlord at Landlord’s (or its agent’s) office in the Building. Landlord represents that, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt as of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those date of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees this Lease, (i) the Demised Premises are vacant and are not subject to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants)other lease or occupancy agreement, and (ii) the Building is not subject to bind any future purchaser of such Property pending or, to the covenants best of this Section 6.5.12 pertaining Landlord’s knowledge, threatened code violations or litigation that would be likely to Sellerhave a material adverse impact on Landlord’s Property-Related Files ability to timely complete the Building Work or pay Landlord’s Contribution, or that would otherwise materially delay the completion of Tenant’s Initial Installation or have a material adverse impact on Tenant’s use and Recordsoccupancy of the Demised Premises.

Possession. Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, If Landlord shall be delivered unable to Purchaser tender possession of the Demised Premises on the Closing Commencement Date upon release from escrow of all items to be delivered set forth in Section 1.2 by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to reason of: (a) provide the fact that the Demised Premises are located in a building being constructed and allow which has not been sufficiently completed to make the applicable Seller reasonable access to Seller’s Property-Related Files and Records Demised Premises ready for purposes of inspection and copying thereof, and occupancy; (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose holding over or retention of possession of any Seller’s Property-Related Files tenant or occupant; (c) the Construction Improvements have not been substantially completed; or (d) for any other reason beyond the control of Landlord, Landlord shall not be subject to any liability for the failure to tender possession on said date. No such failure to tender possession on the Commencement Date set forth in Section 1.2 shall in any other respect affect the validity of this Lease or the obligations of Tenant hereunder, nor shall same be construed to extend the termination date of this Lease set forth in Section 1.2. In the event the actual Commencement Date does not occur within one (1) year of the date this Lease is fully executed and Recordsdelivered by Landlord and Tenant, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller then Landlord, without further liability to Tenant, shall have a period of the right to terminate this Lease upon thirty (30) days after receipt prior written notice to Tenant. If permission is given to Tenant to enter into possession of the Records Disposal Notice Demised Premises prior to enter the applicable Property (or such other location where such records are then stored) date specified as the Commencement Date, Tenant covenants and remove or copy those of Seller’s Property-Related Files and Records agrees that such Seller desires occupancy shall be deemed to retain. Purchaser agrees (i) be subject to include all of the covenants 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 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract 1.3 for each Property (and day of such occupancy prior to bind the manager thereunder to such covenants)Commencement Date, and Additional Rent set forth in Section 1.5 shall begin to accrue on such date of possession. Within fifteen (ii15) to bind any future purchaser days after the Commencement Date, Tenant shall execute the Certificate of such Property to Commencement in the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsform attached as Exhibit D hereto.

Possession. Possession Sublessor shall use reasonable commercial ITS BEST efforts to deliver possession of each Propertythe | Initial Space by May 1, 2000, and to give early access to Sublessee as per the Schedule set forth|on Exhibit D. Notwithstanding said commencement and early access dates, if for any reason Sublessor cannot deliver possession or early access of the Premises to Sublessee on said dates, Sublessor shall not be subject to any liability therefor, nor shall such failure affect the Leasesvalidity of this Lease or the obligations of Sublessee hereunder or extend the term hereof, those Property Contracts which are but in such case Sublessee shall not identified as Terminated Contracts be obligated to pay rent until possession of the Premises is tendered to Sublessee; provided, however, that if Sublessor shall not have delivered possession of the Premises within sixty (subject 60) days from said commencement date, Sublessee may, at Sublessee's option, by notice in writing to Sublessor within ten (10) days thereafter, cancel this Sublease. If Sublessee cancels the Sublease, Sublessor shall return promptly the security deposit and first month's Rent previously paid by Sublessee and thereafter the parties need no longer perform their respective obligations under the Sublease. No Rent shall be payable by Sublessee for the early occupancy period prior to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase PriceSublease Commencement Date. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing[EDITORIAL NOTE FROM XXXXXXXXX TO TCI: WE WILL NOT PAY ANY DAMAGES AS PROPOSED IN YOUR DRAFT FOR FAILURE DELIVER OR GIVE EARLY ACCESS. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsWE WILL USE REASONABLE COMMERCIAL EFFORTS TO ABIDE BY SUCH DATES.]

Possession. Possession THE PURCHASER Upon payment of each Propertythe first N5,000,000.00 (Five Million Naira) as stated in 3(b) above, subject shall retain exclusive right to enter the land, take actual possession of it, erect its corporate sign post, parcelate, clear, bulldoze and 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 defrayed, THE PURCHASER shall remain in possession of the 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 property herein which will make the VENDOR incapable of or preventing THE VENDOR from selling or/and assigning the property and further agrees at all times hereafter to indemnify THE PURCHASER fully for any loss or damage arising from a successful claim to title to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject property or any act done by any person with an adverse claim to the limitations property. THE PURCHASER hereby admits that it is entering into this contract based on information given it by the VENDOR that the property is free from encumbrance, boundary issues, litigation or any form of Section 3.6)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 property at no extra cost. The VENDOR hereby agrees to be true, all information given by it and covenants to indemnify the Permitted ExceptionsPURCHASER fully for any loss incurred by them as a result of relying on the information given by them. THE VENDOR hereby agrees that the executing of all agreements, including the Deed of Assignment, covering the 200 (Two Hundred) plots of land herein above mentioned, shall be delivered to Purchaser on undertaken and expressly signed by the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser relevant parties at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.no extra cost whatsoever

Possession. Possession If this Lease is executed before the Premises become ready for occupancy and Landlord cannot deliver possession of each Propertythe Premises on or before the Scheduled Commencement Date for any reason other than omissions, delays or defaults caused by Tenant or its employees, agents or contractors, then the Scheduled Commencement Date shall be postponed as provided in Paragraph 2 above, and "Base Rental" (as herein defined) shall abate until the Commencement Date occurs, and Tenant hereby accepts xxxx abatement in full settlement of any and all claims Tenant may have against Landlord arising from Landlord's inability to deliver possession at the Scheduled Commencement Date. Occupancy by Tenant prior to the Scheduled Commencement Date shall in all other respects be pursuant to the terms of this Lease. By occupying the Premises, Tenant shall be deemed to have accepted the same and acknowledged that the Premises are in the condition required hereunder, subject to any "punch list" items agreed to by Landlord and Tenant prior to Tenant's occupancy of the Leases, those Property Contracts which are not identified as Terminated Contracts (Premises and further subject to the limitations truth and accuracy of Section 3.6), any and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow all of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys Landlord's representations as provided in this Lease in regards to the propertycondition of the Premises. Notwithstanding anything to the contrary hereinabove, and such Seller’s books and records relating in the event that Landlord is unable to its Property to be conveyed by such Seller (deliver possession of the Premises on or before May 31, 2006 for any reason within the reasonable control of Landlord or any reason other than proprietary information) (collectivelyomissions, “Seller’s Property-Related Files and Records”) regarding delays or defaults caused by Tenant or its employees, agents or contractors, Tenant shall have the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agreesright, for a period of upon not less than 3 years after the Closing ten (the “Records Hold Period”)10) days prior written notice, to (a) provide terminate and allow the applicable Seller reasonable access to Seller’s Property-Related Files cancel this Lease and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at thereby releasing both parties from any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsfurther obligations.

Possession. Possession In case this Lease provides for a specifically designated commencement date, and if possession of each Propertythe Premises, in whole or in part, cannot be given to Tenant on or before such commencement date, Landlord agrees to abatx xxx rent proportionately until possession is given to Tenant, and Tenant agrees to accept such pro rata abatement as liquidated damages for the failure to obtain possession on the commencement date herein specified. The parties hereto covenant and agree that if the term of this Lease commences on a date other than the date herein specified, they will, upon the request of either of them, execute an agreement in recordable form setting forth the new commencement and termination dates of the Lease term. Landlord, at its sole cost and expense, shall 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 part hereof as Exhibit B-1. All such work shall be performed in a workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the Leasestime such work is completed. Under no circumstances shall Landlord be under any liability for failure to deliver possession of the Premises to Tenant on the date herein specified, those Property Contracts which are except as specifically hereinafter provided: If Landlord's Work is not identified as Terminated Contracts Substantially Complete, or if Tenant has not received Landlord's Notice of Substantial Completion, by the expiration of one hundred and fifty (subject 150) days following the Lease Date, then, until Tenant shall receive notice from Landlord that Landlord's Work is Substantially Complete, Tenant shall have the option to terminate this Lease upon written notice 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 effect, and Landlord and Tenant shall thereupon be automatically released from any and all liability to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of under and/or in connection with this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLease.

Possession. Possession No Grantor may (A) Dispose of each Propertyor relinquish possession of any 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 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 Leases, those Property Contracts 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) 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 identified as Terminated Contracts Collateral to secure any other Indebtedness or obligations, unless (subject x) the ownership of each such commingled Spare Parts can be definitely determined at all times by reference to the limitations applicable Grantor’s or Affiliate’s Spare Parts tracking number and system, as applicable, or (y) the Spare Parts of Section 3.6)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, and shelf or in a separate storage bin or other storage unit or area shall not be considered as having been commingled even though such Spare Parts are present at the Permitted Exceptionssame location so long as the applicable Grantor install signs Annex 6 - 4 in or on each such aisle, shall be delivered shelf, bin or other storage unit or area containing Collateral bearing the inscription: “Property of [GRANTOR], Mortgaged to Purchaser on THE BANK OF NEW YORK MELLON as Collateral Agent for the Closing Date upon release from escrow benefit of all items the Secured Parties” (such sign to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for replaced if there is a period of not less than 3 years after the Closing (the “Records Hold Period”successor Collateral Agent), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.

Possession. 6.1 The said Flat shall be deemed to be ready for delivery of possession upon the same being completed internally and 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 Concerned Municipality regarding such completion shall be final and binding upon the Purchaser. Once the flat is so ready, the Builder shall issue Notice of Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject Purchaser and call upon the Purchaser to take possession thereof of the aforesaid unit upon payment of all outstanding amounts to the limitations Builder. The interim Rules and Regulations for Management and Maintenance of Section 3.6), the common areas and facilities of the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow said cluster in respect of all items to residents of the said cluster will be delivered by handed over during possession for due compliance thereof. 6.2 In the event of the Purchaser pursuant to Section 6.4, including, without limitationnot making full payment of the Agreed Consideration, the applicable Purchase Price. To Taxes and Mandatory Deposits and/or not complying with any of his obligations and/or not taking possession of the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for said Unit within a period of not less than 3 years after 30 days from the Closing date of the Notice of 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 6.3 With effect from the date of expiry of the period specified in the Notice of Possession, the Purchaser shall be deemed to have fully satisfied himself regarding the Plans, the constructions (including the “Records Hold Period”quality, specifications and workmanship thereof), the Carpet Area, 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 (a) provide raise any objection or make any claim regarding the same 6.4 The Vendors and allow Builder make it clear to the applicable Seller reasonable access Purchaser that the project will be developed in phases and the entire project may not at the same time be completed; to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after which the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt 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 Records Disposal Notice whole project or all amenities/facilities/installations shall not be an excuse of the Purchaser to enter claim that the applicable Property (or such other location where such records are then stored) said Flat is not completed and remove or copy those ready for delivery of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordspossession.

Possession. Possession Section 23.1 If Landlord shall be unable to deliver possession of each Propertythe Premises on the Commencement Date or any additional space to be included within the Premises on the specific date (if any) designated in this Lease for any reason whatsoever, Landlord shall not be subject to any liability therefor and the Leasesvalidity of this Lease shall not be impaired thereby, those Property Contracts 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. If the existing tenant of floors 7, 8 and 9 holds over after the expiration of its lease term, Landlord, at its expense, shall use commercially reasonable efforts, which are not identified as Terminated Contracts (subject 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 limitations 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 3.6), 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 Permitted Exceptions, shall be delivered right to Purchaser recover any damages that may result from Landlord’s failure to deliver possession of the Premises or such additional space on the Closing Date upon release from escrow specific date (if any) designated for the commencement of all items the Term. Tenant agrees that the provisions of this Article 23 are intended to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys constitute “an express provision to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Propertycontrary” within the meaning of said Section 223-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.a.

Possession. Possession Landlord shall reasonably attempt to deliver possession of each Propertyportion of the Premises known as Premises A on February 1, 2011, the anticipated date of commencement (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 Landlord should be unable to deliver possession of Premises A or Premises B to the Tenant on the applicable Anticipated Commencement Date or thereafter for any reason. Landlord shall not be 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 Leasescommencement date tor Premises A or Premises B, those Property Contracts as the case may he, shall not be deemed to have occurred until the possession of the Premises is tendered by Landlord which are not identified as Terminated Contracts (subject may be confirmed by Landlord's delivery of notice to Tenant that possession has been delivered. provided, however, that in the event any delay in tendering possession to the limitations Tenant beyond the applicable 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 with respect to Premises A or Premises B, as the case maybe, beginning on the earlier to occur of (i) the applicable Anticipated Commencement Date or (ii) the date the Landlord would have tendered possession of the 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 3.62.1), and the Permitted Exceptions, which shall be delivered binding for all purposes unless Tenant sends written notice of objection within five (5) business days of receipt. It is Tenant's obligation to Purchaser on the Closing Date upon release from escrow coordinate pick-up of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed Premises in connection with tender of delivery by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLandlord.

Possession. Possession of each Propertythe Premises shall be delivered by ---------- Landlord to Tenant on the Effective Date free and clear of all tenants and occupants and the rights of either and all liens, subject to the Leasesencumbrances, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and rights or privileges other than the Permitted Exceptions. Tenant shall accept possession of the Premises in their condition as of the Effective Date with all existing structures, paving and other improvements. Tenant shall be delivered entitled, from the Effective Date to Purchaser on the Closing Date upon release from escrow Commencement Date, to exercise all of all items to be delivered by Purchaser pursuant to Section 6.4, the rights and privileges of the tenant under this Lease (including, without limitation, the applicable Purchase Pricepreparation 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). To During such period from the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys Effective Date to the propertyCommencement 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 such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectivelyafter the Commencement Date. Notwithstanding the foregoing, “Seller’s Property-Related Files and Records”) regarding the applicable Property Landlord shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, entitled for a period of not less than 3 years after the Closing to exceed fifteen (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (3015) days after receipt the 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 same manner as heretofore operated. Landlord shall, however, use its reasonable efforts and all due diligence to vacate the Premises at the earliest date reasonably possible (but not later than fifteen (15) days after the Effective Date). Landlord shall cooperate reasonably with Tenant to facilitate Tenant's activities on the Premises (including, without limitation, construction of the Records Disposal Notice to enter the applicable Property initial Improvements described in paragraph 6. 1). Landlord shall indemnify and hold Tenant harmless from and against all losses, costs, claims and damages (including attorneys' fees) arising from or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records relating in any management contract for each Property (manner to Landlord's possession, occupancy and to bind use of the manager thereunder to such covenants), Premises from and (ii) to bind any future purchaser of such Property to after the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsEffective Date.

Possession. 6.1 The said Flat shall be deemed to be ready for delivery of possession upon the same being completed internally and 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 so ready, the Vednor/Builder shall issue Notice of Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject Purchaser and call upon the Purchaser to take possession thereof of the aforesaid unit upon payment of all outstanding amounts to the limitations Vendor/Builder. The interim Rules and Regulations for Management and Maintenance of Section 3.6), the common areas and facilities of the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow said cluster in respect of all items to residents of the said cluster will be delivered by handed over during possession for due compliance thereof. 6.2 In the event of the Purchaser pursuant to Section 6.4, including, without limitationnot making full payment of the Agreed Consideration, the applicable Purchase Price. To Additional Payments and Mandatory Deposits / Advance / Extra Costs and/or not complying with any of his obligations and/or not taking possession of the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for said Unit within a period of not less than 3 years after 30 days from the Closing date of the Notice of 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 @ 12% per annum on all the amounts remaining due until realization. 6.3 With effect from the date of expiry of the period specified in the Notice of Possession, the Purchaser shall be deemed to have fully satisfied himself regarding the Plans, the constructions (including the “Records Hold Period”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 (a) provide 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 allow the applicable Seller reasonable access entire project may not at the same time be completed; to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after which the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt 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 Records Disposal Notice whole project or all amenities/facilities/installations shall not be an excuse of the Purchaser to enter claim that the applicable Property (or such other location where such records are then stored) said Flat is not completed and remove or copy those ready for delivery of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordspossession.

Possession. Possession The Developer has delivered possession of each Property, subject the Schedule “C” Undivided Share to the Leases, those Purchaser by placing the Purchaser in joint possession of the Schedule “B” Property Contracts which are not identified as Terminated Contracts (subject and the Developer has delivered possession of the Schedule “C” Private Residence to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on this day and in this regard the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, 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 a period of not less than 3 years after the Closing (the “Records Hold Period”), to Sale; (a) provide The Common Amenities and allow Facilities of the applicable Seller reasonable access to Seller’s Property-Related Files Project and Records for purposes the Specifications of inspection and copying thereof, and the Schedule “C” Private Residence are as per the agreed terms under the Agreement of Sale. (b) reasonably maintain Quality of construction and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt development of the Records Disposal Notice Project and the Schedule “C” Private Residence is as per the Agreement to enter Sale. (c) the applicable Property 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 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 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 not be entitled to seek partition or such other location where such records are then storedseparate possession of the Schedule “C” Undivided Share; (f) The Purchaser/s have on this day joined the Owners Association formed under the said Deed of Declaration and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include have also executed the covenants Form B along with the execution of this Section 6.5.12 pertaining Sale Deed and the Purchaser covenant to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property be subjected to the covenants rights and obligations specified in the said Deed of this Section 6.5.12 pertaining Declaration and the Rules/Bye-Laws there under and as may be amended from time to Seller’s Property-Related Files and Recordstime.

Possession. Possession 20.1 Upon construction of each Propertythe Society Component being completed and only after the Developer having obtained the full occupation certificate in respect of the Society Component, subject the Developer shall address a notice, along with a copy of such occupation certificate, in writing to the LeasesSociety, those Property Contracts under which are not identified as Terminated Contracts (subject the Developer shall offer to the limitations Society the quiet, vacant and peaceful possession of Section 3.6)the Society Component, with the Amenities and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller Facilities (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Possession Notice”). Such Seller Upon receipt of the Possession Notice, the Society shall have be entitled to inspect the premises comprised in the Society Component along with PMC and shall certify that the Society Component is ready (“PMC Certification”) within a period of thirty 14 (30fourteen) days after 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 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 Records Disposal Notice payments due and payable by such Members and Tenants to enter the applicable Property Developer (or if any), shall execute possession letters and/or such other location where such records are 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 same to the Members and the Tenants. 20.3 The Society, the Members and Tenants shall be deemed to have taken possession of the 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 the Developer Premises to the respective allottees, purchasers, lessees, tenants, licensees, acquirers, of the Developers Premises upon expiry of a period of 15 (fifteen) 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 and/or responsible for non-payment on behalf of the Members. 20.7 In the event, if any of the Members and/or Tenants do not approach the Developer for taking possession of their respective flat / units in the manner as set out above, then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees the Developer shall be entitled (iwithout being obliged) to include handover possession and keys of such new units to the covenants Society and the Society shall take possession of this Section 6.5.12 pertaining to Seller’s Property-Related Files such new units of such Members and Records in any management contract Tenants. The Society shall thereupon be responsible for each Property (handing over possession and to bind the manager thereunder keys of such new premises to such covenants), Members and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsTenants.

Possession. Possession (a) Subject to Section 13.17 hereof, Landlord shall deliver possession of each Propertythe 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 LeasesPremises to Tenant within one hundred sixty (160) days after Tenant has satisfied or waived the contingencies set forth in Section 2.2(e) hereof, those Property Contracts this Lease shall continue in full force and effect, but for every day after said one hundred sixtieth (160th) day that Landlord does not deliver possession, Tenant shall receive one (1) day free Base Rent (which are not identified as Terminated Contracts amount shall increase to two (2) days free rent after the 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 limitations contingencies set forth in Section 2.2(e) hereof, Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after the expiration of Section 3.6said 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 Liquor License (and the attorney fees incurred in its procurement), in an amount for all of such costs and the Permitted Exceptions, expenses not to exceed One Hundred Fifty Thousand Dollars ($150,000.00). Upon payment to Tenant there shall be delivered transferred to Purchaser on Landlord the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases Liquor License and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property this Lease shall be made available null and void. If Tenant shall take possession of any part of the Premises before the Commencement Date to Purchaser expedite Tenant’s Work upon written agreement with Landlord, such 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 Property after shall not be deemed that the Closing. Purchaser agrees, Tenant has taken possession of the Premises for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and this Lease (b) reasonably maintain and preserve SellerTenant’s Property-Related Files and Records. If at any obligation to pay Rent shall not commence until such time after the Records Hold Period, Purchaser desires to dispose of any Selleras Landlord has substantially completed Landlord’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice Work (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30as hereinafter defined) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of in accordance with this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLease.

Possession. Possession (a) At Closing, Seller shall deliver to Buyer actual possession of each Propertythe Premises by delivery of the Deed and keys, subject and by assignment, without representation, warranty or recourse, of all existing leases affecting the Premises or any part thereof, hereinafter referred to as the Leases. The said assignment of all Leases shall include Buyer's assumption of all the obligations contained in the Leases which are by the terms thereof the responsibility of Seller and shall further include Buyer's agreement to indemnify and save harmless the Seller from any and all claims made by tenants with respect to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject Leases arising from and after the date of Closing hereunder. Seller shall likewise agree to indemnify Buyer from any and all written claims made by tenants with respect to the limitations leases arising prior to the Closing hereunder; provided, however, that such indemnification of Section 3.6)Seller to Buyer shall expire, and the Permitted Exceptions, claims thereon shall be delivered made, prior to Purchaser on three (3) months following the Closing Date date of Closing. Such indemnifications shall also include any costs, expenses and reasonable attorney's fees. (b) Buyer and his agents shall have the privilege of entering upon release from escrow of all items the Premises during normal working hours upon forty-eight (48) hours advance notice to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals at reasonable times between the date hereof and the date of Closing, for the purpose of making surveys and physical inspections of the Premises, provided no such activity shall in any way interfere with any tenants in the Premises. Seller will cooperate with Buyer in making such surveys and inspections. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or copies expense (including reasonable attorney's fees) arising from or in connection with such entry upon the Premises; said indemnification shall survive Closing and/or termination of its Leases this Agreement. (c) In addition to and Property Contracts, lease files, warranties, guaranties, operating manuals, keys not in limitation of the rights and privileges granted to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agreesBuyer hereinabove in Paragraph 5(b), for a period from the date hereof to December 15, 1996, Buyer is granted the right to conduct a physical inspection (including a lead-based paint and/or lead-based paint hazard inspection and/or risk assessment) of the Premises and all personal property located thereon in such a manner as not less than 3 years after to inconvenience the Closing (tenants and to review all leases, books and records pertaining to the “Records Hold Period”Premises. At any time during said inspection period, Buyer shall have the right to cancel and terminate this Agreement, in its sole discretion, by serving written notice thereof upon Seller on or before the expiration of said inspection period; if Buyer elects to terminate this Agreement as permitted herein, then this Agreement shall be cancelled and terminated and the Deposit shall be returned to Buyer and neither party hereunder shall have any further liability or obligation to the other hereunder except with respect to the indemnifications contained in this Paragraph 5(c), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then storedParagraph 5(b) and remove Paragraph 22; if Buyer fails to exercise its right to terminate this Agreement as permitted herein, then said right shall automatically lapse, terminate and become null and void. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or copy those of Seller’s Property-Related Files and Records that expense (including reasonable attorney's fees) arising from or in connection with such Seller desires to retain. Purchaser agrees (i) to include inspection and/or entry upon the covenants Premises; said indemnification shall survive Closing and/or termination of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsAgreement.

Possession. Possession A. If Landlord, for any reason whatsoever, cannot deliver possession of each Property, subject the Premises to the LeasesTenant on the intended Commencement Date set forth in the Lease Schedule, those Property Contracts which are this Lease shall not identified as Terminated Contracts (subject be void or voidable, nor shall the Landlord be liable to Tenant for any loss or damage resulting thereform. Under such circumstances, the limitations rent provided for herein shall not commence until possession of Section 3.6)the 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 Permitted Exceptions, Term shall be extended accordingly; provided, however, if possession of the Premises is not delivered to Purchaser Tenant within sixty (60) days after the intended Commencement Date set forth in the Lease Schedule, then Tenant may, as its sole and exclusive remedy, terminate this Lease by delivering written notice of such termination to Landlord, so long as such notice is delivered to Landlord prior to the Commencement Date and, in that event, Landlord shall refund to Tenant any security deposit or advance rent due to Tenant and neither party shall have any further obligation to the other, except for any indemnity or other obligations under this Lease which are intended to survive terminate, and provided further that if possession of the Premises is not delivered to Tenant on the Closing intended Commencement Date upon release set forth in the Lease Schedule and the delay in delivering possession does not result from escrow any matter covered by Section 28 of all this Lease or the default or any act or omission of Tenant, then Landlord shall apply as a credit against the rental obligations first due under this Lease a sum equal to the equivalent of two (2) days of Base Rent and operating expenses for every day of such delay. B. The Premises shall be deemed to be ready for Tenant's occupancy if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability of the Premises or any part thereof for occupancy shall be due to special work, changes, alterations, or additions required or made by Tenant in the layout or finishing of the Premises. Whether or not the Premises are ready for occupancy shall be determined by the Jurisdiction in which the Property is located as set forth in the Lease Schedule, which shall evidence same by authorizing Tenant's occupancy thereof, which authorization may be in the form of oral or written permission to occupy which if in the form of written permission, may be in the form of a temporary or permanent certificate of occupancy. It is further understood that within 72 hours of initial occupancy, the parties shall jointly inspect the Premises and prepare and sign a "punch list" of incomplete items to be delivered completed by Purchaser pursuant to Section 6.4, including, without limitation, Landlord. Tenant and Landlord shall jointly inspect the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases Premises and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of prepare another "punch list" within thirty (30) days after receipt of the Records Disposal Notice occupancy encompassing all items not then completed except for latent defects. Landlord shall have thirty (30) days to enter the applicable Property (correct any "punch list" items or such other location where such records are then stored) and remove or copy those longer period of Seller’s Property-Related Files and Records that such Seller desires time as may be reasonably required so long as Landlord is exercising reasonable diligence to retain. Purchaser agrees (i) to include accomplish the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordscorrection.

Possession. Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on Buyer at Close of Escrow subject to existing lease, if any. Pioneer Title, Xxxxxx Xxxxx, xxxxxx.xxxxx@xxxxx.xxx, (000) 000-0000 Chicago Title, Xxxxx Xxxxxx 000-000-0000 Escrow instructions: Separate escrow instructions will be executed. The escrow company shall be: Time of is of the Closing Date upon release from essence. Entire Agreement: This contract, any attached exhibits and any addenda or supplements signed by the parties, shall constitute the entire agreement between Seller and Buyer, and shall supersede any other written or oral agreement between Seller and Buyer. This Contract can be modified only by a writing signed by Seller and Buyer. A fully executed facsimile copy of the entire agreement shall be treated as an original Contract. Title and Title insurance: Seller hereby instructs the escrow company to obtain and distribute to Buyer a preliminary title report together with complete and legible copies of all items documents which will remain as exceptions to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase PriceBuyer's policy of title insurance. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys Title to the property, and such Seller’s books and records relating to its Property to real property described in this Contract shall be conveyed by such a general warranty deed. Seller shall furnish to Buyer a Standard Owner's Title Insurance Policy in the full amount of the purchase price issued by a title insurance company, showing good and marketable title to the real property vested in Buyer free from defects and encumbrances except as follows: (1) liens and other than proprietary informationmatters described in this Contact, (2) building, use and other restrictive covenants of record, (collectively3) claims, “Seller’s Property-Related Files title or rights to water, (4) zoning regulations, (5) easements and Records”rights of way for roadways, canals, laterals, ditches and public utilities, (6) regarding taxes, paving, irrigation and other assessments not delinquent as of the applicable Property close of escrow, (7) rights of tenants in possession, if any, (8) rights and minerals reserved in patents or otherwise by any entity (9) printed exceptions contained in the Standard Owner's Title Insurance Policy. If title to the real property otherwise is defective at the time set for close of escrow Buyer may elect, as Buyer's sole option, either to accept title subject to defects which are not cured or to cancel this Contract whereupon all money paid by Buyer pursuant to this Contract shall be made available returned to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsBuyer.

Possession. Possession If Landlord is unable to tender possession of each Propertythe Premises to Tenant on the scheduled commencement date of the Term as set forth in the Premises Preparation Agreement, subject this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom except to the Leasesextent caused by the gross negligence or willful misconduct of Landlord. However, those Property Contracts which are if commencement of the Term is delayed beyond the scheduled commencement, Tenant shall not identified as Terminated Contracts (subject be liable for any rent until Landlord tenders possession of the Premises to Tenant with the limitations of Section 3.6)Tenant Improvements substantially completed, and the Permitted Exceptionsexpiration 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 one hundred eighty (180) days after the scheduled term commencement, shall be delivered either Landlord or Tenant may terminate this Lease by delivering written notice thereof to Purchaser on the Closing Date upon release from escrow other within fifteen (15) days after the end of all items to be delivered by Purchaser pursuant to Section 6.4, includingthat 180-day period, without limitationprejudice to any rights either party may have against the other. However, the applicable Purchase Price. To to the extent reasonably available Landlord’s inability to each Sellertender possession of 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, originals or copies of by other delays caused by Tenant or its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) agents or contractors (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold PeriodTenant Delays”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt commencement of the Records Disposal Notice to enter Term for all purposes under this Lease shall be accelerated by the applicable Property (or such other location where such records are then stored) and remove or copy number of days of those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsTenant Delays.

Possession. Possession Landlord shall use commercially reasonable efforts to deliver possession of each Propertythe Additional Premises to Tenant, with the “Work” being “substantially completed” therein (as such terms are defined in Paragraph 6(c) above), no later than June 1, 2004, in order for Tenant to proceed with the Tenant's Work. The date Landlord so delivers possession of the Additional Premises is referred to herein as the “Turnover Date”. If Landlord should be unable, due to fire or other casualty, a holdover tenant or any other reason beyond Landlord's reasonable control, to so deliver possession of the Additional Premises on or before June 1, 2004, Landlord shall not be subject to any liability for failure to deliver possession. Such failure to deliver possession shall not affect either the Leases, those Property Contracts which are not identified 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 either as Terminated Contracts (subject to the limitations respective Additional Premises or the balance of Section 3.6)the Premises; provided, and however, that under such circumstances (A) the Permitted Exceptions, stated Additional Premises Commencement Date set forth in Paragraph l(b)(i) above shall be delivered extended by one day for each day of delay beyond June 1, 2004 in delivery of possession of such Additional Premises to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereofTenant, and (bB) Landlord shall continue to use reasonable efforts to so deliver possession of the Additional Premises to Tenant as soon thereafter as reasonably maintain practicable. Any occupancy of the Additional Premises from and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires Turnover Date and continuing through the day immediately prior to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller Additional Premises Commencement Date shall have a period of thirty (30) days after receipt be subject to all of the Records Disposal Notice to enter terms and provisions set forth in the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records Lease, except that such Seller desires to retain. Purchaser agrees (i) Tenant shall not be obligated to include pay Monthly Base Rent or Rent Adjustments attributable to the covenants of this Section 6.5.12 pertaining Additional Premises for any such period prior to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants)Additional Premises Commencement Date, and (ii) Landlord shall be obligated to bind furnish janitorial or other base building services within the Additional Premises for any future purchaser of such Property period prior to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsAdditional Premises Commencement Date.

Possession. 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) Obtain completion certificate from the Architect of each Propertythe 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 the Said Unit. 6.2 It is however agreed by and between the parties hereto, that the Seller shall not be responsible or accountable or to 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 earlier be deemed to have taken possession of the Said Unit upon expiry of 15 (Fifteen) days from the date of notice for delivery of possession by the Seller to the Purchaser, hereinafter called the Date of Possession, irrespective of when the Purchaser takes actual physical possession of the Said Unit. PROVIDED THAT such notice for possession shall be issued by the Seller to the Purchaser after complying with its obligations in terms of this Agreement. 6.4 The Purchaser agrees to take possession of the Said Unit notwithstanding completion of all Common Areas and/or facilities in all the said Block or the Said Complex. The moment the Unit of the 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 Leases, those Property Contracts which are not identified as Terminated Contracts (subject Purchaser to have temporary access to the limitations Said Unit for interiors and furniture works at its own costs PROVIDED THAT the Purchaser has made full payment of Section 3.6)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 Permitted Exceptions, Purchaser shall be delivered only have a revocable and temporary license to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys have access to the propertySaid Unit for the aforesaid limited purpose and shall not be entitled to actually occupy, and such Seller’s books and records relating to its Property to be conveyed use or enjoy the Said Unit, till possession is given by such the Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding by issuing the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period notice of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordspossession.

Possession. Possession of each Property, subject a. Subject to Tenant Delay as set forth in the Leases, those Property Contracts which are not identified Work Letter and delays due to Force Majeure (as Terminated Contracts (subject to the limitations of Section 3.6hereinafter defined), and if the Permitted ExceptionsLandlord cannot deliver possession of the Premises to Tenant at the Commencement Date, this Lease shall not be void or voidable, the expiration date of the above Term shall be delivered extended, to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller ten (other than proprietary information10) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing end of the month during which Landlord delivers possession to Tenant and all Rent shall be abated during the period between the Commencement Date and the time when Landlord delivers possession and Landlord shall pay all penalties (including any holdover penalty amount) incurred by Tenant at Tenant's current leased premises until such time as Landlord delivers possession of the “Records Hold Period”Premises to Tenant. Notwithstanding anything to the contrary contained in this Paragraph 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 (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (3090) days after receipt the Commencement Date set forth in Paragraph 3 above, then Tenant may terminate this Lease upon written notice 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 Records Disposal Notice Premises (but, not to enter exceed $25,000). Nothing herein to the applicable Property (or such other location where such records are then stored) and remove or copy those contrary shall relieve Landlord of Seller’s Property-Related Files and Records that such Seller desires its obligation to retain. Purchaser agrees (i) use its best efforts to include complete the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (Tenant Improvements and to bind deliver possession of the manager thereunder Premises to such covenants), and (ii) to bind any future purchaser of such Property to Tenant on or before the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.Commencement

Possession. Possession Tenant shall not conduct business in all or any portion of each Propertythe Premises before the Commencement Date, provided, however, that Tenant may have access to the Building and the Premises with Lessor's approval (not to be unreasonably withheld) without accrual of rental obligations prior to the Commencem ent Date for purposes of installing and moving in its equipment, personal property and furnishings and conducting Tenant's Work so long as the same does not interfere with the timely completion of Lessor's Work by Lessor. Except as provided in Section 2, this Lease will not be void or voidable and Lessor will not be liable to Tenant for any loss or damage resulting from any delay in delivering possession of the Premises to Tenant, but unless the delay is principally caused by or attributable to Tenant, its employees , agents or contractors, no Monthly Rent will be due for the period prior to the date Lessor delivers possession of the 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. Lessor warrants and represents to Tenant that, upon commencement of construction of the LeasesBuilding, those Property Contracts which are not identified as Terminated Contracts (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 limitations Permitted Encumbrances, except as other wise specifically set forth herein. Lessor further warrants and represents to Tenant that, subject only to Lessor's acquisition of Section 3.6)fee simple title to the Land, Lessor has the right and the Permitted Exceptions, shall be delivered power to Purchaser on the Closing Date upon release from escrow of all items enter into this Lease and to be delivered by Purchaser perform its covenants and agreements pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants provisions of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLea se.

Possession. Possession If an Event of each Default shall occur and be continuing, the Mortgagee may enter into possession of the Mortgaged Property, subject to the Leasesmaximum extent permitted under applicable Requirements of Law with or without legal action, those Property Contracts and by force if necessary; collect therefrom all rentals (which are not identified term shall also include sums payable for use, operation and occupation, and all profits, issue and proceeds related thereto) and, after deducting all costs of collection and administration expense, apply the net rentals to any one or more of the following items in such manner and in such order of priority as Terminated Contracts (subject the Mortgagee, in the Mortgagee's sole discretion, may elect: the payment of any sums due under any prior lien, taxes, water and sewer rents, charges and claims, insurance premiums and all other carrying charges, and to the limitations maintenance, repair or restoration of Section 3.6)the Mortgaged Property, and on account and in reduction of the Permitted Exceptionsprincipal and interest, or both, hereby secured; in and for that purpose Mortgagor hereby assigns to the Mortgagee all rentals due and to become due under any lease or leases or rights to use and occupation of the Mortgaged Property hereafter created, as well as all rights and remedies provided in such lease or leases or at law or in equity for the collection of the rentals. If for any reason after such action has been commenced it shall be delivered discontinued or suspended, or possession of the Mortgaged Property shall remain in or be restored to Purchaser on the Closing Date upon release from escrow Mortgagor, the Mortgagee shall have the right for the same Event of all items Default (during the continuance thereof) or any subsequent Event of Default to bring an amicable action in ejectment before or after the institution of proceedings to foreclose this Mortgage or to enforce the Notes, or other Financing Document, or after a sheriff's sale or judicial sale or other foreclosure sale of the Mortgaged Property in which the Mortgagee is the successful bidder, it being the understanding of the parties that the authorization to pursue such proceedings for obtaining possession is an essential part of the remedies for enforcement of the Mortgage and shall survive any execution sale to the Mortgagee. The foregoing remedy shall not be deemed to have been exhausted by any single exercise thereof, whether or not any such exercise shall be held by any court to be delivered invalid, voidable or void, but may be exercised from time to time, as often as the Mortgagee shall elect, until all sums payable or that may become payable by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall Mortgagor have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records been paid in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsfull.

Possession. 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 (the “AMO Lease”). The “Commencement Date” shall occur upon substantial completion of each Propertythe Tenant Improvements and Landlord Work by Landlord, as certified in writing by the General Contractor and Landlord. On the Commencement Date, Landlord shall deliver, and Tenant shall accept, possession of the 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 LeasesTenant Improvements and Landlord Work, those Property Contracts which 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 identified as Terminated Contracts (subject deliver possession of the said Premises to Tenant at the Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event the Commencement Date and Expiration Date of the Lease and all other dates affected thereby shall be revised to conform to the limitations date of Section 3.6)Landlord’s delivery of possession. Landlord shall provide Tenant with access to the Premises for Tenant’s design of the Tenant Improvements and for the installation of Tenant’s wiring, data cabling, phone system, equipment and the Permitted Exceptionsfurniture. In addition, effective June 1, 2008, Tenant shall be delivered permitted to Purchaser on occupy a portion of the Closing Date upon release from escrow 1st floor of all items the building to be delivered by Purchaser pursuant accommodate reasonable workspace for at least twenty (20) people until Landlord is able to Section 6.4, including, without limitation, deliver possession of the applicable Purchase PricePremises to Tenant. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys Such early access to the property, Premises by Tenant shall be upon all the terms and conditions of the Lease and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property space shall be made available in reasonable working conditions, except that no Base Monthly Rent shall be due and Tenant shall be required to Purchaser at such Property after pay operating expenses only for the Closing. Purchaser agreessquare footage Tenant actually occupies, for a period of not less than 3 years after until the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsCommencement Date.

Possession. Possession (a) If the Landlord, for any reason whatsoever, cannot deliver possession of each Propertythe said Premises to the Tenant at the commencement of the term hereof, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting herefrom, nor shall the expiration date of the above term be in any way extended, but in that event, all rent and costs associated with the Premises pursuant to this Lease shall be abated during the period between the commencement of said term and the time when Landlord delivers possession. (b) In the event that Landlord shall permit Tenant to occupy the Premises prior to the commencement date of the term, such occupancy shall be subject to all the Leases, those Property Contracts provisions of this Lease. Said early possession shall not advance the termination date hereinabove provided. (c) The representative of the Landlord in charge of supervising the completion or remodeling of the Premises shall control conclusively the date upon which the Premises are not identified as Terminated Contracts (subject to the limitations of Section 3.6)ready for occupancy, and rent shall thereupon commence whether Tenant physically occupies the Permitted ExceptionsPremises or not. The parties hereto agree to execute and acknowledge a written statement setting forth the date of commencement of this Lease and the termination date but this Lease shall not be affected in any manner should either party fail or refuse to execute such statement. (d) If as a result of the postponement of the commencement of the term of prior occupancy by Tenant, the term would begin other than on the first day of the month, the commencement date thereof shall be further postponed until the first day of the following month, but Tenant shall pay proportionate rent at the same monthly rate set forth herein (also in advance) for such partial month and all other terms and conditions of this Lease shall be in force and effect during such partial month. The Tenant by taking possession of the Premises, shall be delivered deemed to Purchaser on have agreed that the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4Premises are in a satisfactory order, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases repair and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the propertycondition, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectivelyTenant shall provide Landlord, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agreesupon request, for with a period written acknowledgment of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsacceptance.

Possession. Possession Taking of each Property, subject possession by Tenant shall be deemed conclusively to establish Tenant has accepted the Demised Premises as suitable for Tenant's intended use and that Landlord's construction obligations with respect to the Leases, those Property Contracts which Demised Premises have been completed and are not identified as Terminated Contracts 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 limitations of Section 3.6Rental 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 "Rent" shall mean the 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 Permitted Exceptionsprovisions of this Lease that are owed to Landlord, including without limitation any 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 agreements, terms, covenants and conditions of this Lease to be performed by Tenant. Base Rental together with Tenant's Forecast Additional Rental shall be delivered to Purchaser due and payable in twelve (12) equal installments on the Closing first day of each calendar month, commencing on the Rental Commencement Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, and continuing thereafter throughout the applicable Purchase Price. To the extent reasonably available to each Seller, originals Lease Term and any extensions or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying renewals thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If Tenant hereby agrees to pay such Rent to Landlord at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property Landlord's address as provided herein (or such other location where such records are then storedaddress as may be designated by Landlord from time to time) monthly in advance. Tenant shall pay all Rent and remove other sums of money as shall become due from and payable by Tenant to Landlord under this Lease at the times and in the manner provided in this Lease, without demand, deduction, set-off or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordscounterclaim.

Possession. Possession Except as otherwise provided, Landlord shall deliver possession of each Propertythe Premises on or before the date hereinabove specified for commencement of the Term, subject 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 delivered to the LeasesTenant. The rentals herein reserved shall commence on the first day of the Term, those Property Contracts which are not identified as Terminated Contracts (subject provided, however, in the event of any occupancy by Tenant prior to the limitations beginning of Section 3.6)the Term, such occupancy shall in all respects be the same as that of a tenant under this Lease Agreement, and the Permitted Exceptionsrental shall commence as of the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be delivered delayed in delivery of the Premises to Purchaser on Tenant due to Tenant's failure to agree to the Closing Date upon release from escrow Plans or any delay caused by a party employed by or the agent of all items Tenant, or by Tenant's failure to be delivered pay for the costs of the Tenant Improvements requested by Purchaser pursuant Tenant subsequent to Section 6.4approval of the Plans, including, without limitationthen 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 applicable Purchase Price. To square footage of the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the propertyPremises, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt delivery of the Records Disposal Notice to enter Premises in the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of condition required by this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLease Agreement.

Possession. 6.1 The said Flat shall be deemed to be ready for delivery of possession upon the same being completed internally and 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 so ready, the Builder shall issue Notice of Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject Purchaser and call upon the Purchaser to take possession thereof of the aforesaid unit upon payment of all outstanding amounts to the limitations Builder. The interim Rules and Regulations for Management and Maintenance of Section 3.6), the common areas and facilities of the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow said cluster in respect of all items to residents of the said cluster will be delivered by handed over during possession for due compliance thereof. 6.2 In the event of the Purchaser pursuant to Section 6.4, including, without limitationnot making full payment of the Agreed Consideration, the applicable Purchase Price. To Additional Payments and Mandatory Deposits / Advance / Extra Costs and/or not complying with any of his obligations and/or not taking possession of the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for said Unit within a period of not less than 3 years after 30 days from the Closing date of the Notice of 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 expiry of the period specified in the Notice of Possession, the Purchaser shall be deemed to have fully satisfied himself regarding the Plans, the constructions (including the “Records Hold Period”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 (a) provide raise any objection or make any claim regarding the same 6.4 The Vendors and allow Builder make it clear to the applicable Seller reasonable access Purchaser that the project will be developed in phases and the entire project may not at the same time be completed; to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after which the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt 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 Records Disposal Notice whole project or all amenities/facilities/installations shall not be an excuse of the Purchaser to enter claim that the applicable Property (or such other location where such records are then stored) said Flat is not completed and remove or copy those ready for delivery of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordspossession.

Possession. Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6)Following Tenant and Landlord executing this Lease, and after Tenant has paid Landlord the Permitted ExceptionsSecurity 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 delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written given notice (the “Records Disposal Delivery Notice”)) stating that it can take possession of the Premises for the purpose of fixturization the Premises. Such Seller shall have a period of thirty (30) days after After receipt of the Records Disposal Notice 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 enter completion. If 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 Xxxxxx’s Work commences on the date it is given possession of the Premises. Tenant shall take possession of the Premises only after delivery of the certificates of insurance required hereunder. As provided for in Paragraph 2.3 above, Xxxxxx 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 for any latent or patent defects therein. Prior to commencement of Tenant’s Work, Tenant shall notify Landlord in writing of the date Tenant will commence fixturization. Tenant shall commence fixturization Tenant’s Work promptly upon possession of the Premises by Xxxxxx and shall diligently pursue such construction to completion. From the date of the Delivery Notice, Tenant shall complete fixturization within the time period described in the Summary of Basic Lease Provisions under the Rent Commencement Date. Before commencing any alteration or repair which involves the automatic fire sprinkler system, if any, 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 Property (or such other location where such records are then storedgovernmental authorities) and remove or copy those of Seller’s Property-Related Files and Records certifying that such Seller desires work does not jeopardize the rating of the system. Tenant shall be responsible for all interruptions to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files fire monitoring systems and Records in shall indemnify, protect, defend and hold Landlord harmless from any management contract for each Property (and to bind the manager thereunder to liabilities, costs and expenses associated with such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordswork.

Possession. Possession Landlord agrees to deliver possession of each Property, subject the Premises to Tenant in accordance with the terms of EXHIBIT "B". If for any reason Landlord cannot deliver possession of the Premises to Tenant on or prior to the LeasesCommencement Date, those Property Contracts which are then the validity of this Lease and the obligations of Tenant under this Lease shall not identified as Terminated Contracts (subject be affected and Tenant shall have no claim against Landlord arising out of Landlord's failure to deliver possession of the limitations of Section 3.6)Premises on the Commencement Date, but Tenant shall not be obligated to pay any sums due under this Lease, and the Permitted Exceptions, Commencement Date and Expiration Date shall each be delayed to reflect the actual date of delivery of possession of the Premises. In the event Landlord has not delivered the Premises to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of Tenant within thirty (30) days after receipt the Commencement Date, Tenant shall have the right to terminate this Lease by delivery to Landlord of a termination notice (the "Termination Notice") which shall be effective ten (10) days after Tenant's delivery of the Records Disposal Termination Notice to enter Landlord, unless within such 10-day period the applicable Property (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 any further obligation or such liability to the other location where such records are then stored) and remove or copy those under this Lease. By taking possession of Seller’s Propertythe Premises, Tenant is deemed to have accepted the Premises in its "as-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include is" condition on the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (Commencement Date and to bind 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 manager thereunder to such covenants)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 (ii) to bind the roof shall be in watertight condition. Tenant acknowledges that except as expressly provided in this Lease, neither Landlord nor any future purchaser agent of such Property Landlord has made any representation or warranty with respect to the covenants Premises, the Building, the Project or any portions thereof or with respect to the suitability of this Section 6.5.12 pertaining 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 Seller’s Property-Related Files and Recordsconstruct or complete any improvements within the Project.

Possession. Possession Except as otherwise expressly provided herein (or by written instrument signed by Landlord or Agent), Landlord shall deliver possession of each Propertythe Premises to Tenant on or before the Commencement Date in their condition as of the execution and delivery hereof, reasonable wear and tear excepted. If Landlord permits Tenant to occupy the Premises for conduct of its business prior to the Commencement Date, then such occupancy shall be subject to all the Leasesterms and conditions of this Lease, those Property Contracts which are not identified as Terminated Contracts (including payment of Rent from and after the date of Tenant's occupancy. If Landlord permits Tenant to enter upon the Premises prior to the Commencement Date solely to fit the Premises for its use, then such occupancy shall be subject to all the limitations terms and conditions of Section 3.6this Lease (except payment of Base Rent, Tenant's Pro Rata Share of Expenses and Tenant's Pro Rata Share of Taxes), and the Permitted Exceptions, . If Landlord shall be delivered unable to Purchaser deliver possession of the Premises on the Closing Commencement Date upon release from escrow for any reason, Landlord shall not be subject to any liability for the failure to give possession on said date, nor shall the validity of all items to this Lease or the obligations of Tenant hereunder be delivered by Purchaser pursuant to Section 6.4in any way affected. Under such circumstances, includingunless the delay is the fault of Tenant, without limitationRent and other charges hereunder shall not commence until the later of the date possession of the Premises is given or the Commencement Date. Provided, the applicable Purchase Price. To the extent reasonably available to each Sellerhowever, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys notwithstanding any other provision herein contained to the propertycontrary, and such Seller’s books and records relating if the Landlord is unable to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt deliver possession of the Records Disposal Notice Premises on the Commencement Date, Landlord shall pay to enter Tenant its out-of-pocket expenses, not to exceed $3,000 in the applicable Property (or such other location where such records are then stored) and remove or copy those aggregate, incurred as the result of Seller’s Property-Related Files and Records that such Seller desires Landlord's failure to retain. Purchaser agrees (i) to include deliver possession of the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind Premises on the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsCommencement Date.

Possession. Possession A. Tenant is currently in possession of each Propertya certain "Sublet Area" consisting of a portion of Suite 110 as depicted on Exhibit A-1 attached hereto pursuant to a sublease agreement dated March 8, subject to 1994, (the Leases"Sublease") which expires at midnight on July 31, those Property Contracts 1996. The parties agree that the Premises hereunder shall consist of the Sublet Area plow the adjacent area (the "Expansion Space") as depicted on Exhibit A-1 attached hereto and which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, Expansion Space shall be delivered to Purchaser Tenant for occupancy on the Closing Date upon release from escrow commencement date of all items this Lease Agreement. The parties agree that after the delivery of the Expansion Space to be delivered by Purchaser pursuant to Section 6.4, including, without limitationTenant as provided for herein, the applicable Purchase PricePremises hereunder shall consist of the Sublet Area plus the Expansion Space which together contain approximately 6,826 rentable square feet and which shall hereinafter be refereed to as "Suite 110." B. Except as otherwise provided, Landlord shall deliver possession of the Expansion 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. To Failure of Landlord to deliver possession of the extent reasonably available Expansion Space by the date hereinabove provided, due to each Sellera holding over by a prior tenant, originals or copies any other cause beyond Landlord's control, or time required for construction delays due to material shortages, strikes, or acts of its Leases and Property ContractsGod, lease files, warranties, guaranties, operating manuals, keys shall automatically postpone the date of commencement of the Term of this Lease Agreement with respect to the propertyExpansion Space. The rentals herein reserved with respect to the Expansion Space 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 occupancy shall in all respects be the same as that of a tenant under this Lease Agreement, and the rental shall commence as of the date that Tenant enters into such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectivelyoccupancy of the Expansion Space. Provided further, “Seller’s Property-Related Files and Records”) regarding the applicable Property that if Landlord shall be made available delayed in delivery of the Expansion Space to Purchaser at 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 Property after case the Closing. Purchaser agrees, for a period rental shall be accelerated by the number of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes days of inspection and copying thereofsuch delay, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Recordsthe rentals shall commence the same as if occupancy had been taken by Tenant. If at any time after By occupying the Records Hold PeriodExpansion Space as a Tenant, Purchaser desires or to dispose of any Seller’s Property-Related Files and Recordsinstall fixtures, Purchaser must first provide facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (same and to bind have acknowledged that the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to Expansion Space are in the covenants of condition required by this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLease Agreement.

Possession. Possession The expected date of each Propertydelivery of possession 36 (Thirty Six) Months from the date of execution of this Agreement, subject the time may be extended due to the Leasesforce majeure. 6.1. The said Unit/ s/ Flat/ s/ Car Parking Space/ s/ Space/ s and other/ s, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptionsif any, shall be delivered deemed to Purchaser be ready for delivery of possession upon the same being completed internally and reasonably ingress to and egress form the said Unit/ s/ Flat/ s/ Car Parking Space/ s/ Space/ s and other/ s being provided along with temporary or permanent water, drainage, sewerage, electricity. The said Unit/ s/ Flat/ s/ Car Parking Space/ s/ Space/ s and other/ s shall thereafter issue a notice to the Purchaser/ s herein called upon the Purchaser/ s herei n to take possession of the said Unit/ s/ Flat/ s/ Car Parking Space/ s/ Space/ s and other/ s upon making payments of all dues and complying with all other outstanding obligations of the purchaser/ s herein at the relevant time. 6.2. The Purchaser/ s herein shall be entitled to receive possession of the said Unit/ s/ Flat/ s/ Car Parking Space/ s/ Space/ s and other/ s only upon prior payment of all his dues including the agreed consideration, the additional payments and deposits and also upon due compliance with and / or performance of all covenants, undertaking and obligations required to be complied with and/ or performed on the Closing Date upon release from escrow part of all items the purchaser/ s herein in pursuance of the its Memorandum or otherwise required by the law. The obligations to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, make over possession o f the applicable Purchase Pricesaid Unit/ s/ Flat/ s/ Car Parking Space/ s/ Space/ s shall arise only thereafter. 6.3. To In the extent reasonably available to each Seller, originals event of the Purchaser/ s herein not making full payment and / or copies not complying with any of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to his obligations and/ or not taking possession of the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for said Unit/ Flat withi n a period of not less than 3 years after 15 days from the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes date of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt issue of the Records Disposal Notice notice under clause 6.1 hereinbefore, the Purchaser/ s herein shall be deemed to enter have committed default entitling the applicable Property (Owners herein and/ or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property OWNER Company being represented by its representative Director herein to the covenants rights on the Purchaser/ s’ default. 6.4. With effect from the date of this Section 6.5.12 pertaining possession or the date of expiry of the period specified in the notice mentioned in clause 6.1 hereinbefore, whichever is earlier, the Purchaser/ s herein shall be deemed t o have fully satisfied himself regarding the construction, specification, built up and super built up area, workmanship, materials uses and structural stability and completion of the Buildings, the common portions and the said Unit/ s/ Flat/ s/ Car Parking Space/ s/ Space/ s and other/ s notification dated shall not thereafter be entitled to Seller’s Propertyraise any objection or make any claim regarding the same. 6.5. That after compliments of the payment schedule as enumerated in FIFTH SCHEDULE at PART-Related Files II and Recordsafter payment of th e additional charges, if any, the FIRST PART will execute and registered the Deed of Sale in favour of SECOND PART and give possession within three months from the date of last payment as above. The time may be extended up to six months if the FIRST PART fails to completion of the habitable works due to enforcing circumstances on the part of the SECOND PART and in that event SECOND PARTY will not claim any compensation for unavoidable delay.

Possession. Possession of each Property, subject 3.1 Subject to Landlord’s obligation to perform the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitationLandlord Work, the applicable Purchase PricePremises are accepted by Tenant in “As Is” condition and configuration without any representations or warranties by Landlord. To the extent reasonably available to each SellerExcept as otherwise set forth in this Lease, originals or copies of its Leases Tenant acknowledges and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to agrees that (a) provide and allow Landlord has not made any representation or warranty with respect to (i) the applicable Seller reasonable access to Sellercondition 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 Property-Related Files and Records Permitted Use, its business or for purposes of inspection and copying thereof, any other purpose and (b) reasonably maintain the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and preserve Seller’s Property-Related Files 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 shall conclusively establish that the Premises, the Project and Recordsthe Building were at such time in good and sanitary order. If at any time after Landlord shall endeavor to deliver possession of the Records Hold Period, Purchaser desires Premises to dispose of any Seller’s Property-Related Files Tenant in the condition required (in connection with such delivery) under this Lease and Records, Purchaser must first provide the applicable Seller prior written notice Work Letter (the “Records Disposal NoticeDelivery Condition”) prior to or on the Target Delivery Date; provided, however, that in the event that such delivery is delayed for any reason or the Delivery Date otherwise does not occur on or before the Target Delivery Date, this Lease shall not be void or voidable (or terminable by Tenant). Such Seller , the Term of this Lease shall have a period of thirty (30) days after receipt not be extended, and Landlord shall not be liable to Tenant for any loss or damage resulting from such delay or from the failure of the Records Disposal Notice delivery of possession of the Premises to occur on any particular date. 3.2 Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a Commencement Date Letter substantially in the applicable Property (form attached as Exhibit I. Tenant’s failure to execute and return the Commencement Letter shall in no way affect the Commencement Date, Rent Commencement Date or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of Expiration Date under this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLease.

Possession. Possession Subject to the right of each PropertyLessee 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 item of Equipment or any part thereof or for alterations or modifications in or additions to such item of Equipment to the extent required or permitted by the terms of Articles 5 and 6 hereof or to any member of a pooling arrangement as provided in Article 6.2, Lessee shall not sublease, assign or otherwise transfer possession of any 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 Leasesinterests 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, those Property Contracts which are not identified as Terminated Contracts (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 the limitations of Section 3.6)a conditional sale agreement or any other security agreement, and the Permitted Exceptions, that no interest shall be delivered to Purchaser 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 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 Closing Date upon release from escrow Airframe; PROVIDED that such agreement of all items to Lessor shall not be delivered by Purchaser pursuant to Section 6.4, including, without limitation, for the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose benefit of any Seller’s Property-Related Files and Recordslessor 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 holder of a security interest in an airframe owned by Lessee on which Lessee then proposes to install an Engine, Purchaser must first provide the applicable Seller prior written notice unless such lessor, conditional vendor, other secured party or mortgagee party has effectively agreed (the “Records Disposal Notice”). Such Seller shall have which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against Lessor or Beneficiary any right, title or interest in an Engine as a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser result of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsEngine being installed on such airframe.

Possession. Possession of each Property6.1 Upon the said Unit/s/Flat/s/Car Parking Space/s and Other/s, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptionsif any, shall be delivered deemed to Purchaser be ready for delivery of possession upon the same being completed internally in a reasonable habitable condition with reasonable ingress to and egress from the said Unit/s/Flat/s/Car Parking Space/s and Other/s being provided along with temporary or permanent water, drainage, sewerage, electricity and lift facilities/connections, the Developer shall thereafter issue a notice to the Purchaser/s herein called upon the Purchaser/s herein to take possession of the said Unit/s/Flat/s/Car Parking Space/s and other/s upon making payment of all dues and complying with all other outstanding obligations of the Purchaser/s herein at the relevant time even if any or some work in respect of the common areas, common amenities and common facilities are not till then completed in all respect. However the Developer shall cause to complete all the common portions and common facilities and as per programme of constructional specification respectively mentioned in the Third and Fourth Schedule hereunder. 6.2 The Purchaser/s herein shall be entitled to receive possession of the said Unit/s /Flat/s/Car Parking Space/s and Other/s only upon prior payment of all his/her/their dues including the agreed consideration, the additional payments and deposits and also upon due compliance with and/or performance of all covenants, undertakings and obligations required to be complied with and/or performed on the Closing Date upon release from escrow part of all items the Purchaser/s herein in pursuance hereof or otherwise required by law. The obligation to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, make over possession of the applicable Purchase Price. To said Unit/s/Flat/s/ Car Parking Space/s and other/s shall arise only thereafter. 6.3 In the extent reasonably available to each Seller, originals or copies event of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding Purchaser/s herein not making full payment and/or not complying with any of his/her/their obligations and/or not taking possession of the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for 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 Owner-Vendor/Developer herein to exercise its rights on the Purchaser’s/s’ default. 6.4 In the event the Purchaser/s herein failed and neglect and not less than 3 years taking possession of the subject unit/flat within further 15 days from the completion of aforesaid Notice Period even after the Closing (Purchaser/s has/have paid all the “Records Hold Period”)amounts under this Agreement fully to the Vendor/Developer, to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt obligation of the Records Disposal Notice Vendor/Developer to enter make over possession of the applicable Property (subject flat/unit have been complied with and in such event date of effect of the possession shall be treated accordingly. 6.5 With effect from the date of possession the Purchaser/s herein shall be deemed to have fully satisfied himself/herself/ themselves regarding the title of the property and the respective rights, title of the Owner-Vendor 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 Building/s, the common portions and the said Unit/s/Flat/s/Car Parking Space/s and Other/s modification and accordingly shall not thereafter be entitled to raise any objection or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include make any claim regarding the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordssame.

Possession. Possession 20.1.1 Except in the terms permitted by the Head Lease other than Section 7(e)(v) of each Propertythe Head Lease, subject which shall not apply to the LeasesLessee hereunder, those Property Contracts which the Lessee shall not, without the prior written consent of Lessor, Owner and the Loan Trustee, sublease (whether directly, under a Dry Lease, Wet Lease or Charter) or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or any Part to any Person or firm or install any Engine, or permit any Engine to be installed, on any airframe other than the Airframe (it being agreed, for the avoidance of doubt, that charter operations of the Aircraft that are not identified as Terminated Contracts for the provision of a charter by another air carrier shall not be restricted by the terms of this Clause 20 (subject to the limitations of Section 3.6Possession)), and provided, that the Permitted Exceptionsrights of any transferee who receives possession by reason of a transfer permitted by this Clause 20 (Possession) (other than the transfer of an Engine which is deemed an Event of Loss) SHALL BE SUBJECT AND SUBORDINATE TO, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4AND ANY TRANSFER PERMITTED BY THIS CLAUSE 20 (POSSESSION) SHALL BE MADE EXPRESSLY SUBJECT AND SUBORDINATE TO, ALL THE TERMS OF THIS AGREEMENT, THE HEAD LEASE AND THE SECURITY DOCUMENTS, including, without limitation, Lessor's and Owner's respective rights to repossession pursuant to Clause 13.1 (Rights and Remedies) hereof (in relation to Lessor) and Section 14 (Remedies) of the applicable Purchase Price. To Head Lease (in relation to Owner) and to terminate and avoid such sublease upon such repossession and to require such sublessee to forthwith deliver the extent reasonably available Airframe and/or any Engine subject to each Sellersuch sublease upon repossession, originals or copies and Lessee shall remain primarily liable hereunder for the performance of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys all of the terms of this Agreement to the propertysame extent as if such sublease or transfer had not occurred and that any such sublease shall include appropriate provisions for the maintenance and insurance of the Aircraft subleased thereby at least as beneficial to Lessor as the provisions hereof, and such Seller’s books and records relating sublease shall contain provisions comparable to its Property to be conveyed by such Seller those set forth in Section 9 (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.Loss,

Possession. Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, If Landlord shall be delivered unable to Purchaser tender possession of the ----------- Demised Premises on the Closing Commencement Date upon release from escrow of all items to be delivered set forth in Section 1.2 by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to reason of: (a) provide the fact that the Demised Premises are located in a building being constructed and allow which has not been sufficiently completed to make the applicable Seller reasonable access to Seller’s Property-Related Files and Records Demised Premises ready for purposes of inspection and copying thereof, and occupancy; (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose holding over or retention of possession of any Seller’s Property-Related Files tenant or occupant; (c) the Construction Improvements have not been substantially completed; or (d) for any other reason beyond the control of Landlord, Landlord shall not be subject to any liability for the failure to tender possession on said date. Under such circumstances the Base Annual Rent and RecordsAdditional Rent reserved and covenanted to be paid herein shall not commence until possession of the Demised Premises is tendered to Tenant. No such failure to tender possession on the Commencement Date set forth in Section 1.2 shall in any other respect affect the validity of this Lease or the obligations of Tenant hereunder, Purchaser must first provide nor shall same be construed to extend the applicable Seller prior written notice termination date of this Lease set forth in Section 1.2. In the event the Commencement Date does not occur within six (6) months of the “Records Disposal Notice”). Such Seller date this Lease is fully executed and delivered by Landlord and Tenant, then Landlord , without further liability, shall have a period of the right to terminate this Lease upon thirty (30) days after receipt prior written notice to the Tenant. If permission is given to Tenant to enter into possession of the Records Disposal Notice Demised Premises prior to enter the applicable Property (or such other location where such records are then stored) date specified as the Commencement Date, Tenant covenants and remove or copy those of Seller’s Property-Related Files and Records agrees that such Seller desires occupancy shall be deemed to retain. Purchaser agrees (i) be subject to include all of the covenants 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 6.5.12 1.3 for each day of such occupancy prior to the Commencement Date, and Additional Rent set forth in Section 1.5 shall begin to accrue on such date of possession. Notwithstanding any provision in this Lease to the contrary, Landlord and Tenant expressly recognize that a portion of the Premises is presently being occupied by GSA (the Federal Labor Relations Authority) as a hold-over tenant. Such portion is located on the fourth floor of the Building and contains approximately 5,000 square feet of rentable area. Landlord agrees to use all reasonable efforts to promptly tender such portion to Tenant, and in no event shall Landlord acquiesce to any extension of the holdover occupancy by GSA. Inasmuch as Tenant will not be afforded access to such portion concurrent with the remainder of the Premises to perform the Construction Improvements, the parties agree that notwithstanding the occurrence of the Commencement Date (as to the remainder of the Premises), no rent or other charges shall be payable by Tenant pertaining to Seller’s Propertysuch portion (pro-Related Files and Records in any management contract for each Property (and to bind rated based upon a fraction 5,000/32,500) until such time as the manager thereunder to Construction Improvements have been completed within such covenants)portion, and (ii) to bind any future purchaser in the event delivery of such Property portion does not occur by December 15, 1998, to the covenants extent that the costs of this Section 6.5.12 pertaining construction of the Construction Improvements is increased to Seller’s Property-Related Files Tenant by reason of the inability to perform the required work concurrent with the balance of the Premises, such increase in cost shall be borne solely by Landlord and Recordsnot by Tenant.

Possession. Possession A. Subject to Landlord’s obligations under this Section 3.A, Section 9.B., and the Work Letter, and subject to Tenant’s right to perform the Tenant Improvements, the Premises are accepted by Tenant in “as is” condition and configuration. By taking possession of each Propertythe Premises, Txxxxx agrees that the Premises are in good order and satisfactory condition, and that there are no representations or warranties by Landlord regarding the condition of the Premises, the Building or the Project other than as expressly set forth in this Lease. However, notwithstanding the foregoing, Landlord agrees that the roof and the base Building electrical, heating, ventilation and air conditioning, fire/life safety, and plumbing systems located in the Premises shall be in good working order as of the date Landlord delivers possession of the Premises to Tenant. Except to the extent caused by the acts or omissions of Tenant or any Tenant Parties (defined below) or by any alterations or improvements performed by or on behalf of Tenant, if such systems are not in good working order as of the date possession of the Premises is delivered to Tenant and Tenant provides Landlord with notice of the same within 30 days following the date Landlord delivers possession of the Premises to Tenant, Landlord shall be responsible for repairing or restoring the same. If Landlord is delayed delivering possession of the Premises or any other space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of the space. The Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. B. Subject to the terms of this Section 3.B. and provided that this Lease has been fully executed by all parties and Tenant has delivered all prepaid rental, the Security Deposit or Letter of Credit, as applicable, and insurance certificates required hereunder, Landlord grants Tenant the right to enter the Premises, at Tenant’s sole risk, 30 days prior to the Commencement Date, solely for the purpose of installing telecommunications and data cabling, equipment, furnishings and other personalty and performing the Tenant Improvements described in Exhibit D. Such possession prior to the Commencement Date shall be subject to all of the terms and conditions of this Lease, except that Tenant shall not be required to pay Base Rent or Tenant’s Monthly Expense and Tax Payment with respect to the period of time prior to the Commencement Date during which Tenant occupies the Premises solely for such purposes, and the Commencement Date shall not be advanced by reason of such possession except as set forth below. Notwithstanding the foregoing, if Txxxxx takes possession of the Premises before the Commencement Date for any purpose other than as expressly provided in this Section, such possession shall be subject to the Leasesterms and conditions of this Lease and Tenant shall pay Base Rent, those Property Contracts which are Txxxxx’s Monthly Expense and Tax Payment, and any other charges payable hereunder to Landlord for each day of possession before the Commencement Date. Said early possession shall not identified as Terminated Contracts (subject advance the Termination Date. Landlord may withdraw such permission to enter the Premises prior to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Commencement Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that Landlord reasonably determines that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract entry by Txxxxx is causing a dangerous situation for each Property (and to bind the manager thereunder to such covenants)Landlord, and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsTenant or their respective contractors or employees.

Possession. Possession of each Property, A. Except as otherwise provided and subject to the Leasesprovisions of Article 5 B below, 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 such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, delay by the City in approving the Plans or issuing a building permit or any other cause beyond Landlord’s reasonable control, or time required for construction delays due to labor or material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement and shall extend the termination date by periods equal to those Property Contracts 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 delivered to the Tenant. 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 occupancy shall in all respects be the same as that of a tenant under this Lease Agreement, and the rental shall commence as of the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant’s failure to agree to the Plans, changes in or additions to the Plans or the Tenant Improvements made at the request of Tenant or any other delay caused by a party employed by or the agent of Tenant, or by Tenant’s failure to pay for the costs of the Tenant Improvements in excess of the T. I. Allowance, then in such case the rental shall be accelerated by the number of days of such delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlord shall have no responsibility or liability for loss or damage to fixtures, facilities or equipment installed or left on the Premises. By occupying the Premises as a Tenant, or to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease Agreement, except items which are not identified as Terminated Contracts (subject to in compliance with the limitations of Section 3.6), Plans and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, for which Tenant has given Landlord a written “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of punch list” within thirty (30) days after receipt of Tenant’s first occupancy of the Records Disposal Notice Premises. Should the commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other than the first day of a calendar month, then in that event solely for the purposes of computing the Term of this Lease Agreement, the commencement date of the Term shall become and be the first day of the first full calendar month following the date when Tenant’s rental obligation commences, or the first day of the first full calendar month following the commencement date set out in Article 1 (if such is other than the first date of a calendar month), whichever date is later, and the termination date shall be adjusted accordingly; provided however, that the termination date shall be the last day of a calendar month, which date shall in no event be earlier than the termination date set out in Article 1. Immediately after Tenant’s occupancy of the Premises the Landlord and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the rentable square footage of the Premises, delivery of the Premises in the condition required by this Lease Agreement and the respective amounts of the Improvement Costs, Excess Improvement Costs, Letter of Credit, Unfurnished Allowance and Contingent Annual Payment. B. It is acknowledged by the parties that Suite 1100 of the Premises is currently occupied by a tenant required to enter vacate said Suite 1100 no later than November 4, 2007 and Suites 50 and 100 of the applicable Property (or such other location where such records Premises are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller both currently vacant. Notwithstanding anything in Article 5 A above to the contrary, in the event Tenant desires to retainlease Sxxxx 00 xxx/xx Xxxxx 000 (but not Suite 1100) prior to the scheduled commencement date of the Term of January 1, 2008, Tenant shall so notify Landlord in writing (hereafter “Tenant’s Early Lease Notice”) specifying therein the Suite(s) (Suite 50 and/or Suite 100) Tenant desires to lease early (hereafter each an “Early Lease Suite”). Purchaser agrees (i) Following such Tenant’s Early Lease Notice for an Early Lease Suite, Landlord shall cause the Architect to include prepare Plans for the covenants Tenant Improvements to be made to such Early Lease Suite and upon approval of such Plans by the parties, Landlord shall construct the Tenant Improvements to such Early Lease Suite in accordance with the provisions of Article 4 above. Upon delivery of possession of such Early Lease Suite by Landlord to Tenant with the Tenant Improvements thereto substantially completed, the Term of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder Lease Agreement shall commence as to such covenants)Early Lease Suite and Tenant shall begin paying for such Early Lease Suite, Minimum Rental as set forth in Article 3 above and (ii) as to bind any future purchaser Suite 100, Additional Rental under Article 6 of such Property this Lease Agreement for Real Estate Taxes and Operating Expenses based on the 6,989 rentable square feet comprising said Suite 100. Notwithstanding anything herein to the covenants contrary, the lease of an Early Lease Suite by Tenant in accordance with the foregoing provisions of this Section 6.5.12 pertaining Article 5 B prior to Seller’s Property-Related Files the commencement date of the Term of this Lease Agreement for the remainder of the Premises, shall not affect the expiration date of the Term of this Lease Agreement, which expiration date shall continue to apply to all of the Premises being leased under this Lease Agreement and Recordsbe the last day of the sixtieth (60th) full calendar month following the date the Term of this Lease Agreement has commenced as to all of the Premises.

Possession. (i) The Promoter shall issue the Offer of Possession of each Property, subject letter to the LeasesAllottee(s) requesting to make payments as per the Agreement and take possession within such date as mentioned in the Offer of Possession letter. The Allottee(s) shall before taking over the physical possession of the said Unit, those Property Contracts which are not identified as Terminated Contracts be required to clear all outstanding dues (subject including interest, costs and charges), keep deposited with the Promoter, amounts mentioned in Schedule C & E and also pay the applicable taxes to the limitations Promoter, as mentioned herein. It is agreed that non- payment of Section 3.6), and the Permitted Exceptions, balance amounts shall be delivered to Purchaser on treated as a default but the Closing Date upon release same shall not absolve the Allottee from escrow making payment of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, CAM form the applicable Purchase Price. To CAM Commencement Date. (ii) For the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereofavoidance of doubt, and it is clarified that the CAM Charges shall commence from end of 45 (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30forty five) days after the date of Offer of Possession letter, regardless of whether the Allottee(s) takes such possession or not. Such date shall be referred to as “CAM Commencement Date”. In cases where the unit/s are sold after the Date of Offer of Possession, the CAM charges on the Unit shall commence from the date of which the last installment of the consideration amount (excluding society, maintenance and equivalent charges) is payable as per the agreed terms of allotment plus 15 (fifteen) days. The Allottee(s) agree(s) to pay the maintenance charges as determined by the Promoter or Organisation, as the case may be until handover to the Apartment Owners Association. (iii) The Allottee(s) agrees and undertakes that on receipt of possession, if the Records Disposal Notice Allottee(s) is desirous to enter carry out any interior fit out work, the applicable Property same shall be carried out as per the provisions as may be decided by the Promoter at the relevant time. The Promoter shall have the absolute discretion in deciding from case to case basis as to whether any permission for Fit Out is to be given to a particular Allottee and the Promoter shall be solely entitled to set down any rules / terms and conditions for governing such Fit Out. However no Fit Out shall be permissible without full payment of consideration having been made by the Allottee (or iv) In the event the Allottee(s) fails to take possession of the Unit within such other location where date as mentioned in the Offer of Possession letter, then the Unit shall lie at the risk and cost of the Allottee(s). The maintenance charges and the defect liability period shall commence from the CAM Commencement Date. In addition to payment of interest for delayed payments, the Allottee(s) shall be liable to pay Holding Charges @ Rs. 2/- per month per square feet super built area, from CAM Commencement Date till the Allottee(s) takes actual possession of the Unit. Any wear and tear shall also be on account of the Allottee. (v) Under such records are then storedcircumstances, it shall be deemed that the Allottee(s) has taken possession of the said Unit and remove or copy those the Allottee(s) agrees and acknowledges that the Promoter’s obligation of Seller’s Property-Related Files delivering possession of the Unit shall come to an end and Records that such Seller desires to retainthe Promoter shall not be responsible and/or liable for any obligation towards the Allottee(s) for the possession of the said Unit. Purchaser agrees (i) to include During the covenants period of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenantssaid delay by the Allottee(s), the Unit shall remain locked and shall continue to be in possession of the Promoter but at the sole risk, responsibility and cost of the Allottee(s) in relation to its deterioration in physical condition. The Allottee(s) xxxxxx agrees that in case the Allottee(s) fails to respond and/or neglects to take possession of the Unit within the aforementioned time as stipulated by the Promoter and/or cancel / terminate this Agreement, then the Promoter shall also be entitled to reserve his right to forfeit the entire amount received by the Promoter towards the Unit along with interest on default in payment of instalments (iiif any), applicable taxes, CAM Charges and any other charges and amounts. (vi) In case of any dispute as regards the finishing of the Unit or the Project being raised by the Allottee, the same shall not be ground for refusing to bind make payment of the balance consideration or obtaining possession or avoiding CAM Charges or any future purchaser other payment under this Agreement. Any grievances on the part of such Property the Allottee as regards completion of the Unit or the Project shall be deemed to be an issue arising under defect liability clause and shall be separately dealt with and under no circumstances be linked to the covenants Payment Schedule or Possession process. Refusal to take possession or making payment on ground of this Section 6.5.12 pertaining to Seller’s Property-Related Files any such grievances shall not absolve the Allottee from claiming exemption from committing default in making payment of Total Price, MACD and Recordsany other charges as payable hereunder.

Possession. Possession Except as provided below 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 each Property, any Expansion Space to Tenant nor shall Tenant’s obligations under this Lease with respect to the Premises or such Expansion Space be affected thereby. Landlord shall not be subject to any liability and this Lease shall not be impaired if Landlord shall be unable to deliver possession of such Expansion Space to Tenant on any particular date. Tenant hereby waives any right to rescind this Lease or the Leasesapplicable Acceptance Notice under the provisions of Section 223-a of the Real Property Law of the State of New York, those Property Contracts which and agrees that the provisions of this Section 38.5 are not identified as Terminated Contracts (subject intended to constitute “an express provision to the limitations contrary” within the meaning of said Section 3.6), and the Permitted Exceptions, 223-a. Landlord agrees that it shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, includingnot waive any rights it may have against any Person holding over in any Expansion Space, without limitation, the applicable Purchase Priceany obligation to enforce any such rights except as provided below. To the extent reasonably available to each Seller, originals or copies Notwithstanding any provision of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys this Section 38.5 to the propertycontrary, and such Seller’s books and records relating to its Property to be conveyed by such Seller if the current tenant of any Expansion Space (other than proprietary informationColgate Palmolive Company) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at or any party claiming through such Property tenant holds over in such space beyond 120 days after the Closingexpiration date of such tenant’s lease of such space, Landlord agrees to commence and diligently prosecute against such tenant a holdover proceeding to obtain possession of such space. Purchaser agreesUpon Tenant’s request from time to time, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose Landlord shall advise Tenant of any Seller’s Property-Related Files and Records, Purchaser must first provide changes in the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.Anticipated Expansion Space

Possession. Possession Except as otherwise provided, Landlord shall be the fee title owner of each PropertyRetail Lots 6 and 7 and deliver possession of the Premises with the Landlord’s Work thereto substantially completed (“Delivery Condition”) as soon as is reasonably practicable, which Landlord and Tenant anticipate to be on or before September 1, 2022 (the “Scheduled Delivery Date”). As used in this Lease Agreement, “substantial completion” of the Landlord’s Work or 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 LeasesTenant 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, those Property Contracts which are not identified as Terminated Contracts 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 (subject 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 limitations Landlord’s Work. Failure of Section 3.6Landlord 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 Permitted Exceptions, giving of such notice this Lease Agreement shall be delivered 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 Purchaser on the Closing contrary in this Lease Agreement, the Termination Option Date upon release from escrow 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 all items to be delivered by Purchaser pursuant to Section 6.4Landlord, 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 applicable Purchase PriceCity 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 extended due to Excused Delay for more than ninety (90) days in the 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 the aggregate; provided further, however, that Tenant Delay shall not be subject to such 90-day cap. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectivelyAs used herein, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.

Possession. Possession Landlord will deliver possession of each Propertythe Premises to Tenant within one business day after the mutual execution of this Lease and Tenant’s delivery to Landlord of the Security Deposit, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations portion of Tenant’s first month’s rent set forth in Section 3.6)8 of this Lease, and the Permitted Exceptionscertificates of insurance required by this Lease. Tenant has thoroughly inspected the Premises and accepts the Premises in its as-is condition with no right to require Landlord to perform any work to the Premises, shall other than Landlord’s obligation to replace the HVAC units as provided in this paragraph and except as otherwise expressly provided below in this paragraph. From the date Tenant initially takes possession of any portion of the Premises, Tenant will be delivered solely responsible for all utilities and services provided to Purchaser on the Closing Date upon release from escrow Project and payment or reimbursement of the costs for all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Pricesuch items. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, Tenant waives all warranties, guarantieswhether express or implied (including any warranties of merchantability or fitness for a particular purpose), operating manuals, keys with respect to the propertyPremises, except as follows: (a) Landlord represents that to its actual knowledge the Project does not contain any Hazardous Materials in violation of Applicable Regulations, (b) Landlord represents that the plumbing, electrical, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Propertylife-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing safety systems (the “Records Hold PeriodBuilding Systems”)) at the Project are, to (a) provide and allow or by the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereofRent Commencement Date will be, in good working order, and (bc) reasonably maintain before the Rent Commencement Date, at Landlord’s cost, Landlord shall replace the existing HVAC box car units at the Project with new HVAC units capable of approximately 200 tons of capacity. Notwithstanding anything to the contrary set forth in this Lease, Tenant is not obligated to pay for and preserve Seller’s Property-Related Files and Records. If at Landlord will pay for any time repair or replacement costs incurred during the 12 months after the Records Hold PeriodRent Commencement Date resulting from defects in the Building Systems, Purchaser desires except to dispose the extent that such repairs or replacements are necessitated by Tenant’s use of any Sellerthe Building Systems in excess of their capacity or by Tenant’s Propertynegligence or willful misconduct (and this sentence does not affect Tenant’s obligations to pay all normal maintenance costs during such one-Related Files and Records, Purchaser must first provide year warranty period for the applicable Seller prior written notice (the “Records Disposal Notice”Building Systems). Such Seller Landlord shall have assign its rights to Tenant, on a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) non-exclusive basis, under any roof and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property HVAC warranties with respect to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsProject.

Possession. Possession a. If the Landlord cannot deliver possession of each Propertythe Premises to Tenant at the commencement of the term hereof, subject this Lease shall not be 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 and all rent shall be abated during the period between the commencement date and the time when Landlord delivers possession. Notwithstanding anything to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6contrary 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 3(a) above, then Tenant may terminate this Lease upon written notice to Landlord and neither party shall thereafter have any obligations or liability under this Lease. Nothing in the Permitted Exceptionscontrary 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 commencement date set forth in Section 3(a) above. In the event that this Lease is terminated pursuant to this Section 4(a), Landlord shall be delivered promptly return to Purchaser on Tenant the Closing Date upon release from escrow of all items to be delivered by Purchaser first month's rent and security deposit prepaid pursuant to Section 6.4, including, without limitation, 5(a) below. b. In the applicable Purchase Price. To event that Landlord shall permit Tenant to occupy the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys Premises prior to the propertycommencement date of the term, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property occupancy shall be made available subject to Purchaser at such Property after all the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt provisions of the Records Disposal Notice 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 applicable Property (or Premises prior to completion of the Tenant Improvements solely for the purposes of performing Tenant's pre-opening activities, Tenant shall not be obligated to pay Rent while Tenant is performing such other location where such records are then stored) and remove or copy those of Seller’s Propertypre-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsopening activities.

Possession. Possession 3.01 Subject to Landlord’s obligation to provide services as set forth in Section 7.01, to perform its maintenance obligations as set forth in this Lease, and to complete the Tenant Improvements and to perform any other obligations set forth in Exhibit C, Tenant is leasing the Premises in “as-is, where is” condition, without any obligation on the part of each Property, subject Landlord to make or pay for any improvements therein. Subject to the Leasesforegoing, those Property Contracts which no other representation or warranty, express or implied, has been made by Landlord with respect to any matter whatsoever, including the condition of the Premises or the Building, the suitability of the Premises or the Building for Tenant’s particular use, or any other conditions that may affect Tenant’s use and enjoyment of the Premises or the Building. No rights to any view or to light or air over the Building or any other property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. Landlord’s failure to Substantially Complete the Tenant Improvements by the Target Commencement Date (described in Section 1.06) shall not identified as Terminated Contracts (subject be a Landlord Default or otherwise render Landlord liable for damages. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the limitations holdover or unlawful possession of Section 3.6such space by another party, provided, however, Landlord shall use commercially reasonable efforts to obtain possession of any such space. Notwithstanding anything herein to the contrary, in the event Landlord has not delivered the Premises with the Tenant Improvements Substantially Complete by the date which is thirty (30) days following the Target Commencement Date as such date shall be extended by any Tenant Delay (such date, the “Outside Delivery Date”), then in addition to the delay of the Commencement Date, Tenant shall receive a credit against Base Rent from and after the Permitted Exceptionsactual Commencement Date equal to one (1) day of Base Rent for each such day of delay beyond the Outside Delivery Date. In any event, Landlord shall use commercially reasonable efforts to notify Tenant of the Commencement Date at least thirty (30) days prior to the Commencement Date. Except as otherwise provided in this Lease, including without limitation Section 3.02, Tenant shall not be permitted to take possession of or enter the Premises prior to the Commencement Date without Landlord’s permission. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a letter in the form attached hereto as Exhibit D (the “Commencement Letter”). Txxxxx’s failure to execute and return the Commencement Letter, or to provide a good faith written objection to the statements contained in the Commencement Letter, within ten (10) days after the delivery of the Commencement Letter to Tenant, shall be delivered deemed an approval by Tenant of the statements contained therein. Notwithstanding anything to Purchaser on the Closing Date upon release from escrow contrary herein, Txxxxx’s acceptance of all items the Premises is subject to any punch list work to be delivered performed by Purchaser pursuant Landlord or defects not readily observable by Txxxxx. 3.02 Subject to Section 6.4, the terms and conditions of this Lease including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the propertySection 13, and such Sellerprovided Landlord has received the pre-paid Base Rent required by Section 4.01 below, the Security Deposit and evidence of Tenant’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectivelyprocurement of all insurance coverage required hereunder, “SellerTenant, at Tenant’s Property-Related Files and Records”) regarding the applicable Property sole risk, shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice permitted to enter the applicable Property Premises from and after the date that is ten (or 10) days prior to the Commencement Date, for all permitted uses under this Lease, including installing furniture, fixtures and equipment and otherwise occupying the Premises for the conduct of business therein. Landlord may withdraw such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records permission for Tenant to enter the Premises, if Landlord reasonably determines that such Seller desires entry is causing a dangerous situation for Landlord, Tenant, Txxxxx’s vendors and contractors or other tenants in the Building or is delaying or interfering with the progress of any work within the Building. Tenant will have no obligation to retain. Purchaser agrees pay Rent during such early access period, except for the cost of services requested by Tenant (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenantse.g., after hours HVAC service, after hours security, etc.), provided, however, Landlord will not charge Tenant, and (ii) Tenant shall have no obligation to bind any future purchaser pay, for Tenant’s use of the freight elevator in the Building during such Property early access period. If Tenant so commences business operations in the Premises, then the Commencement Date shall be deemed to have occurred on the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsdate that Tenant commences such business operations.

Possession. Possession 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 each Propertythe premises or the Building has been made by Lessor to Lessee unless contained herein; and no promise of Lessor to prepare, subject 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 Lessor is required to perform any space preparation work in the 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 has so notified Lessee, in writing, or if Lessor's space preparation work has been delayed due to an act or omission of Lessee, then at such earlier date as the work would have been completed but for such act or omission. If such date shall be other than the first day of a calendar month, the rent for such month shall be prorated on a per-diem basis. If, with Lessor's consent, Lessee is allowed to occupy or enter the premises prior to the Leasesdate of the commencement of the term of this Lease, those Property Contracts which are not identified then all provisions hereof shall be in full force and effect as Terminated Contracts (subject soon as Lessee occupies the premises, and Lessee shall immediately commence paying rent on a per-diem basis to the limitations date of Section 3.6)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 of the commencement of the term, and to the Permitted Exceptions, shall be delivered exclusion of all claims and rights which Lessee might otherwise have by reason of delivery of possession not being made on that date. Failure to Purchaser deliver possession on the Closing Date upon release from escrow date of all items commencement of the term shall not, in any event, extend or be deemed to be delivered by Purchaser pursuant to Section 6.4, including, without limitationextend, the applicable Purchase Priceterm of this Lease. To Unfinished extra work, if any, undertaken by Lessor for Lessee shall not be considered in determining the extent reasonably available date of delivery of possession to each Seller, originals Lessee. This Lease does not grant any possessory or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys other rights to the propertylight or air except over property over public streets kept open by public authority, and such Seller’s books and records relating Lessor shall not be liable to its Property to be conveyed Lessee for any expense, injury, loss, or damages resulting from work done in or upon, or by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt reason of the Records Disposal Notice to enter the applicable Property (use of, any adjacent or such other location where such records are then stored) and remove nearby building, land, street, or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsalley.

Possession. Possession On or prior to January 1, 1999, Landlord shall deliver to Tenant possession of each Propertythat portion of the Premises comprising approximately 10,000 square feet located on the eighth floor of the Building (the "Initial Premises"). On or prior to April 1, 1999, Landlord shall deliver to Tenant possession of the remainder of the Premises (the "Subsequently Delivered Premises"). Landlord shall use reasonable efforts to so deliver the Premises by such dates, subject to Section 23.11 of this Lease and subject to Tenant's compliance with the LeasesApproval Procedures (as hereafter defined in Exhibit C to this Lease). The Initial Premises and the Subsequently Delivered Premises shall together constitute the Premises. Tenant acknowledges that it shall have no right to use or occupy the Subsequently Delivered Premises prior to April 1, those Property Contracts which 1999 except as expressly set forth below. Tenant may move its personal property into the Subsequently Delivered Premises in areas designated by Landlord during each of the weekends of March 1999, as long as such activity does not interfere with Landlord's construction of the Tenant Improvements. Landlord shall offer reasonable cooperation to Tenant in connection with Tenant's move into the Premises, provided, however, that such cooperation shall be without cost to Landlord. Tenant's move into the Premises shall not unreasonably interfere with any other tenant's or occupant's use or enjoyment of its premises in the Building. If the Initial Premises are not identified as Terminated Contracts (subject ready for occupancy on or prior to the limitations of Section 3.6)Lease Commencement Date, and the Permitted Exceptionsthis Lease shall nevertheless continue in effect, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to but (a) provide and allow Rent (as hereinafter defined) with respect to such portion of the applicable Seller reasonable access to Seller’s Property-Related Files and Records Initial Premises which is not ready for purposes occupancy shall abatx (xx a pro rata basis) until such portion of inspection and copying thereofthe Initial Premises is ready for occupancy, and (b) reasonably maintain the Lease Expiration Date shall be extended for a period commensurate with such period of Rent abatement, if any, with respect to the Initial Premises, and preserve Seller’s Property-Related Files and RecordsLandlord shall have no other liability whatsoever on account thereof. If at any time after the Records Hold PeriodSubsequently Delivered Premises are not ready for occupancy on or prior to April 1, Purchaser desires 1999, this Lease shall nevertheless continue in effect, but (a) Rent with respect to dispose such portion of any Seller’s Property-Related Files and Recordsthe Subsequently Delivered Premises which is not ready for occupancy shall abatx, Purchaser must first provide (x) the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller Lease Expiration Date shall have be extended for a period commensurate with such period of thirty Rent abatement, if any, with respect to the Subsequently Delivered Premises, (30c) days after receipt of the Records Disposal Notice to enter the applicable Property Landlord shall reimburse Tenant for any increase in base rent payable by Tenant in its current premises at 500 Xxxxx Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx (or such other location where such records are then storedxxich reimbursement obligation shall not, however, exceed One Thousand Two Hundred Ninety-Eight and 63/100 Dollars ($1,298.63) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenantsper day), and Landlord shall have no other liability whatsoever on account thereof. Rent shall not be abated, nor shall Landlord be obligated to reimburse Tenant for any increase in base rent payable by Tenant in its current premises at 500 Xxxxx Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx, xx the Initial Premises or the Subsequently Delivered Premises are not ready for occupancy because of the failure to complete the installation of special items ordered by Tenant or because of any delay resulting from Tenant's failure to submit plans on or prior to Tenant's Plan Approval Dates in accordance with Exhibit C or Tenant's failure otherwise to comply with the Approval Procedures, or resulting from changes or additions to Tenant's plans after the initial submission. The determination of Landlord's architect for the Tenant Improvements shall be set forth in writing and shall be final as to whether the Premises are ready for occupancy. Tenant's taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, except as to latent defects and damage caused by Tenant or Tenant's agents. On the date on which Tenant takes possession of the Initial Premises, the parties shall execute a Lease Commencement Agreement in the form attached hereto as Exhibit E confirming the Lease for the Initial Premises and Rent Commencement Date for the Initial Premises and setting forth any incomplete items (ii) if any), but failure to bind execute such document shall not in any future purchaser manner affect the obligations of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsparties hereunder.

Possession. Possession Except as otherwise provided, Landlord shall deliver possession of each Propertythe Premises on or before the date hereinabove specified for commencement of the Term, subject 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 delivered to the LeasesTenant. The rentals herein reserved shall commence on the first day of the Term, those Property Contracts 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 Agreement, and the rental shall commence as of 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 identified as Terminated Contracts (subject to the limitations of Section 3.6), in compliance with Exhibit A-3 and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for which Tenant has given Landlord a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of "punch list" within thirty (30) days after receipt of Tenant's first occupancy of the Records Disposal Notice to enter Premises. Should the applicable Property (or such commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other location where such records are than the first day of a calendar month, then stored) and remove or copy those in that event solely for the purposes of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include computing the covenants Term of this Section 6.5.12 pertaining to Seller’s Property-Related Files Lease Agreement, the commencement date of the Term shall become and Records 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 any management contract for each Property Article 1 (and to bind if such is other than the manager thereunder to such covenantsfirst date of a calendar month), whichever date is later, and (ii) to bind any future purchaser the termination date shall be adjusted accordingly; provided however, that the termination date shall be the last day of such Property to a calendar month, which date shall in no event be earlier than the covenants 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 Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLease Agreement.

Possession. Possession (a) If the Landlord, for any reason whatsoever, cannot cause the Commencement Date to occur by the Expected Occupancy Date, this Lease shall not be void or voidable, nor shall the expiration date of each Propertythe above term be in any way extended, but in that event, excepting delays caused by Tenant, all rent shall be abated during the period between the commencement of said term and the time When Landlord delivers possession. (b) In the event that Landlord shall permit Tenant to occupy the Premises prior to the 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 Leasesprovisions of this Section, those Property Contracts which 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 4(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 not identified in good condition, and that Tenant agrees to accept the same in its condition existing as Terminated Contracts (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 limitations 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 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 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 item. If Tenant does not deliver the 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 following the 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 enforcement of any applicable warranty provided by any third party contractor or materialmen relating to the Building. (e) Notwithstanding any other provision of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys 4 to the propertycontrary, and such Seller’s books and records relating to its Property to be conveyed by such Seller in the event that the Commencement Date has not occurred on or before May 7, 1999 (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees"OUTSIDE DELIVERY DATE"), for a period of not less than 3 years after the Closing five (the “Records Hold Period”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 extend the date upon which Tenant is required to accept possession of the Premises until October 1, 1999 (a) provide and allow "DELAYED DELIVERY DATE"), by delivery of written notice of such election within such time period; provided, however, Tenant may accept possession of the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If Premises at any time after prior to the Records Hold PeriodDelay Delivery Date, Purchaser desires which acceptance would accelerate the Commencement Date to dispose 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 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 Seller’s PropertyBase Rent-Related Files and Recordsfree possession granted to Tenant pursuant to (f) Notwithstanding any other provision of this Section 4 to the contrary, Purchaser must first provide in the applicable Seller prior written notice (event that the “Records Disposal Notice”). Such Seller shall have Commencement Date has not occurred by November 15, 1999, for a period of thirty fifteen (3015) days after receipt thereafter, Tenant shall have the right to terminate this Lease by delivery of written notice to Landlord, in which case the Records Disposal Notice parties shall have no further obligations under this Lease. The failure of Tenant to enter the applicable Property (or deliver such other location where notice within such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser time period shall be deemed a waiver of such Property right to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsterminate.

Possession. Possession Landlord shall deliver possession of each Propertythe Premises to Tenant by the Commencement Date, and subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject provisions of this Section 4.2 and Section 4.3 below. Tenant agrees that if Landlord is unable to deliver possession of the Premises to Tenant on or prior to the limitations Estimated Commencement Date, the Lease will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting therefrom, except Tenant shall not be liable for Rent until such time as Landlord delivers possession of Section 3.6)the Premises and except for Tenant’s right to terminate if Landlord fails to deliver possession by July 31, 2010 as hereinafter provided. If Landlord does not deliver possession of the Premises to Tenant by July 31, 2010, other than due to the failure of Tenant to pay the Security Deposit, the first installment of rent or failure to provide Landlord with Tenant’s insurance certificates as required under this Lease, then Tenant as its sole and exclusive remedy, shall have the right to terminate this Lease upon written notice to Landlord prior to the date Landlord offers to deliver possession of the Premises to Tenant. In such event, Landlord shall promptly return to Tenant all prepaid rent and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be Security Deposit previously delivered by Purchaser pursuant Tenant to Section 6.4Landlord. Notwithstanding the foregoing, including, without limitation, the applicable Purchase Price. To the extent reasonably available Landlord will not be obligated to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt deliver possession of the Records Disposal Notice Premises to enter Tenant until Landlord has received from Tenant all of the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees following: (i) to include the covenants a copy of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and Lease fully executed by Tenant; (ii) to bind any future purchaser Security Deposit, if required hereunder and the first installment of such Property to the covenants Monthly Base Rent and Additional Rent, if any, due under this Lease; and (iii) copies of this Section 6.5.12 pertaining to SellerTenant’s Property-Related Files and Recordsinsurance certificates as required hereunder.

Possession. Possession If Landlord is unable to deliver possession of each Propertythe Leased Premises on the date 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 Leasesfailure to deliver possession on said date. Under such circumstances, those Property Contracts which 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 accrual of rent described in the foregoing sentence constitutes full settlement of all claims that Tenant might otherwise have by reason of the Leased Premises not identified as Terminated Contracts (subject being ready for occupancy on the commencement of the Term. If, at Tenant's request, Landlord shall make the Leased Premises available to Tenant prior to the limitations date of Section 3.6)commencement of the Term for the purposes of decorating. constructing, furnishing, and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitationequipping he Leased Premises, the applicable Purchase Price. To use of the extent reasonably available to each SellerLeased Premises for such work shall not create a landlord-tenant relationship between the parties nor constitute occupancy of the Leased Premises within the meaning of the next sentence, originals or copies but the provisions of its Leases Paragraph 9, 11, 12,13 and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to 14 of the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding Lease shall apply from the applicable Property shall be date the Leased Premises are made available to Purchaser at such Property 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 data other than that commencement date noted in Xxxxxxxxx 0, Xxxxxx agrees to enter into a letter amendment to this Lease identifying the new "Term" hereof. Notwithstanding anything to the contrary contained in this Lease upon execution of this Lease by Landlord and Tenant. Landlord and Tenant hereby agree that they are bound by the terms of this Lease from and after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of date both parties executed this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLease.

Possession. Possession Sublandlord shall use reasonable efforts to tender possession of each PropertyPhase of the Sublease Premises to Subtenant on or before the Commencement Date for such Phase, subject vacant of all occupants and in the condition required by section 6 below. If requested by Sublandlord, Subtenant shall execute an amendment to this Sublease setting forth the Leasesactual Commencement Date for a Phase and the Base Rent then applicable to such Phase; provided, those Property Contracts 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 of any Phase of the Sublease Premises to Subtenant by the Commencement Date for such Phase, then (i) this Sublease shall not be void or voidable, (ii) Sublandlord shall not be liable to Subtenant for any loss or damage resulting therefrom and (iii) the Term of this Sublease shall not be extended. However, in that event, the Commencement Date for such Phase shall be delayed until the date on which are not identified as Terminated Contracts (subject Sublandlord tenders possession of such Phase to the limitations of Section 3.6)Subtenant, and Subtenant shall not be liable for the Permitted Exceptionspayment of Rent with respect to such Phase until the Commencement Date for such Phase has occurred. Notwithstanding the foregoing, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary informationx) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller Sublandlord shall have a period of thirty (30) days after receipt two weeks from completion of the Records Disposal Notice to enter the applicable Property second floor demising wall (or such other location where such records are then storeddescribed in paragraph (B)(1)(b) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (iExhibit D hereto) to include relocate its operations to the covenants second floor of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records the Phase 4 Premises, without such period constituting a delay by Sublandlord in any management contract for each Property (and to bind tendering possession of the manager thereunder to such covenants)Sublease Premises, and (iiy) to bind any future purchaser if Sublandlord is delayed in tendering possession of a Phase on or before the Commencement Date 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 absence of such Property delay by Subtenant. Sublandlord acknowledges that Sublandlord will be able to relocate its operations from the covenants Phase 1, 2 and 3 portions of this Section 6.5.12 pertaining the Sublease Premises into the Phase 4 portion of the 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 Seller’s Property-Related Files enable Sublandlord to vacate the first floor portions of Phases 1, 2 and Records3 may be satisfied by Subtenant either completing the first floor demising wall described in paragraph (B)(1)(a) of Exhibit D hereto or installing temporary partition walls (reasonably acceptable to Sublandlord to separate and provide security for such area) pending completion of such first floor demising wall.

Possession. Possession (a) The Landlord shall perform certain work (“Landlord’s Work”) pursuant to plans to be mutually agreed upon by the parties. Prior to beginning Landlord’s Work, Landlord shall obtain a minimum of each Propertythree (3) bids from Class A contractors licensed in the Commonwealth of Virginia for the work consistent with Tenant’s approved plans and budget, including a 3% construction management fee to the Landlord. In selecting the contractor to perform Landlord’s Work, Landlord shall consult with Tenant. Xxxxxxxx agrees to tender to Tenant possession of the Leased Premises upon substantial completion of the work to be performed by Landlord or its authorized contractor. It is understood and agreed that Xxxxxx has inspected and accepts the Leased Premises in its “as is” condition subject to the Landlord’s Work and subject to Landlord’s regular maintenance obligations as described elsewhere in this Lease. Tenant’s taking possession shall be conclusive evidence that the Leased Premises specified in Section 1.1 are in good and satisfactory condition at the time Tenant takes possession. All the work required of Landlord shall be at Tenant’s sole cost and expense, subject to Tenant’s approved plans and budget and Tenant’s reasonable acceptance of Landlord’s Work before the Leases, those Property Contracts which are not identified as Terminated Contracts Leased Premises is considered “delivered” (subject to for the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereofdetermining the Rent Start Date, and among other things) by Landlord to Tenant. (b) reasonably maintain If Landlord does not tender possession of the Leased Premises to Tenant within one hundred and preserve Seller’s Property-Related Files and Records. If eighty (180) days of the Lease Commencement Date, then either Tenant (provided Tenant has not been the primary cause of such failure by Landlord) or Landlord may terminate this Lease by giving written notice to the other party at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt before Landlord tenders possession of the Records Disposal Notice Leased Premises to enter Tenant. In such event, Landlord shall reimburse Tenant for any advance rent and deposits actually paid by Xxxxxx, after deducting amount for items accrued and not yet paid, and both parties shall be relieved of all obligations under this Lease. (c) For the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants purposes of this Section 6.5.12 pertaining 2.2, "substantial completion" of the Landlord’s Work shall mean when all of Landlord’s Work to Sellerbe performed pursuant to Tenant’s Propertyapproved plans, except for minor items of work and minor adjustments of equipment and fixtures that can be completed after occupancy of the Leased Premises without causing material interference with Tenant's reasonable use of the Leased Premises (i.e., "punch-Related Files and Records list" Items) in accordance with the "Use of Premises" as defined in Section 1.8 of the Lease. In the event Landlord is delayed in achieving substantial completion of the Leased Premises due to any management contract for act or omission of Tenant, then each Property (and to bind such day of delay by Tenant shall not be counted when determining the manager thereunder to such covenants), and (ii) to bind any future purchaser date of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordssubstantial completion.

Possession. Possession If Landlord shall not be ready or able to give possession of each Propertythe Leased Premises to Tenant on the Commencement Date, subject 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 date Landlord notifies Tenant that the Leased Premises will be ready for occupancy; and Landlord shall not be liable for damages, if any, sustained by Tenant due to any failure by Landlord to deliver possession of the Leased Premises before the same are ready for occupancy except as otherwise required or provided in the Act. If the Landlord fails to deliver possession of the 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 Leases, those Property Contracts which are not identified as Terminated Contracts (subject extent of abatement of rent from the date of the commencement of this lease to the limitations 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 Section 3.6)any agreement by Tenant contained herein or in any other Rental Agreement between Landlord and Tenant, then, at the option of Landlord, this Rental Agreement shall not go into effect and Tenant shall not be entitled to possession hereunder. As the Permitted ExceptionsLeased 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 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 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 the rental basis herein set forth. Nothing herein contained shall be delivered deemed a waiver of the Landlord of any claim for damages for injury to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys property prior to the propertydate of termination. Landlord will begin leasing for the term of August 2024 through July 2025 on October 2, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records2023. If at any time after Xxxxxx wants to stay for the Records Hold Periodfollowing term a new lease must be signed prior to September 29, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must 2023. If a lease is not signed the property will be rented on a first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordscome basis.

Possession. Possession Landlord shall notify Tenant upon receipt by Landlord ---------- of each Propertya certificate of occupancy following completion of the shell building. The Commencement Date shall be the date 120 days following the date of such certificate of occupancy for the shell building. During such 120-day period, subject Tenant and Tenant's contractors shall have the right to install the tenant improvements to the LeasesPremises. The Base Rental herein reserved shall begin on the Commencement Date; provided, those Property Contracts which are not identified as Terminated Contracts (subject however, in the event of any occupancy by Tenant prior to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Commencement Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary informationpursuant to the Work Letter), such occupancy shall in all respects (other than the payment of Base Rental) (collectivelybe the same as that of a Tenant under this Lease. In the event that Tenant wishes to occupy a portion of the Premises and conduct business therein prior to the Commencement Date, “Seller’s Property-Related Files and Records”) regarding provided that all required certificates of occupancy can be obtained, then Tenant and Landlord shall enter into an agreement pursuant to which Tenant shall occupy and use such portion of the applicable Property Premises in accordance with the terms and conditions of this Lease, including payment of Base Rental and Additional Rent prorated on the basis of the proportionate part of the Premises so occupied. Neither Landlord nor any agent or employee of Landlord has made any representation or promise with respect to the Premises or the Building except as herein expressly set forth, and no rights, privileges, easements or licenses are acquired by Tenant except as herein expressly set forth. By taking possession of the Premises, Tenant shall be made available deemed to Purchaser have accepted the same in its then existing, "as is", condition and such taking of possession shall be conclusive evidence that the Premises and the Building are in good and satisfactory condition at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice taking of possession, subject only to enter "punch list" items related to improvements contemplated by the applicable Property (or such other location where such records are then stored) Work Letter and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract except for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordslatent defects.

Possession. Possession Except as otherwise provided, Landlord shall deliver possession of each Propertythe Premises with any tenant improvements thereto substantially completed on or before the Commencement Date, subject but delivery of possession prior to such Commencement Date shall not affect the Leases, those Property Contracts which are not identified as Terminated Contracts (subject Expiration Date of this Lease. Time is of the essence. Failure of Landlord to deliver possession of the limitations Premises by the Commencement Date due to any cause beyond the reasonable control of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4Landlord, including, without limitation, a holding over by a prior tenant, labor or material shortages, strikes, casualty loss, acts of God or failure by the applicable Purchase Price. To City to timely approve any plans or issue a building permit (any of the extent reasonably available foregoing being hereafter referred to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, as an “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold PeriodExcused Delay”), to (a) provide shall automatically postpone the Commencement Date and allow shall extend the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereofExpiration Date accordingly, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after Tenant may continue its occupancy of Suite 450 of the Records Hold Period, Purchaser desires to dispose Building during the period of any Seller’s Property-Related Files such delay. The Rent 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 occupancy shall in all respects be the same as that of a tenant under this Lease, and Recordsthe Rent shall commence as of the date that Tenant enters into such occupancy of the Premises. Provided further, Purchaser must first provide that if Landlord shall be delayed in delivery of the applicable Seller prior written notice Premises to Tenant due to Tenant's failure to timely deliver any plans to Landlord or make any required deposit, changes in or additions to plans or tenant improvements made at the request of 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 “Records Disposal NoticeTenant Delay”), then in such case Tenant’s obligation to pay Rent shall be accelerated by the number of days of such Tenant Delay. Such Seller Prior to the commencement of the Term, Landlord shall have no responsibility or liability for loss or damage to trade fixtures or equipment installed or left on the Premises. By occupying the Premises as a period of 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 items for which Tenant has given Landlord a detailed, written list within thirty (30) days after receipt of Tenant's first occupancy of the Records Disposal Notice 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 enter have commenced on the applicable Property first (or 1st) day of the calendar month immediately following. Following Tenant's occupancy of the Premises and within ten (10) days of Landlord’s request, Landlord and Tenant shall 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 other location where such records are then stored) and remove or copy those matters as Landlord may reasonably request (hereafter the “Ratification Agreement”). A draft of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.Ratification Agreement is attached hereto as Exhibit F.

Possession. Possession of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser at Closing, free and clear of all liens and claims other than Permitted Exceptions, in the same condition as it exists on the date of this Agreement, ordinary wear and tear excepted and except as provided in Sections 12 and 13 hereof. The Existing Tenant is the sole tenant of the Property. The Sun Leases are scheduled to expire on June 30, 2002 and the Closing Date shall be contingent upon release from escrow the Existing Tenant having vacated the Property substantially in accordance with the terms of all items the Sun Leases prior to be delivered by Purchaser pursuant to Section 6.4Closing; provided, including, without limitationhowever, the applicable Purchase Priceparties agree that the date of the Closing shall be delayed in accordance with Line 9 of the Summary Statement until such time as the Existing Tenant shall have vacated the Property. To In the extent reasonably available event the transaction contemplated by this Agreement fails to each Sellerclose on or before August 1, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys 2002 due solely to the propertyfact that the Existing Tenant has not vacated the Property substantially in accordance with the terms of the Sun Leases, and such Seller’s books and records relating then Purchaser shall receive as a credit at Closing an amount equal to its Property interest calculated at the Imputed Interest Rate (defined below) on the amount of the Xxxxxxx Money theretofore paid to be conveyed by such Seller (other than proprietary information) (collectivelyfrom August 1, “Seller’s Property-Related Files and Records”) regarding 2002 through the applicable Property date of Closing. For purposes hereof, the Imputed Interest Rate shall be made available a per annum rate of interest equal to Purchaser at such Property after the Closingrate of interest Escrow Agent was paying on the Xxxxxxx Money as of the Approval Date ("Imputed Interest Rate"). Purchaser agreesshall have the right to inspect the Property within three (3) days prior to Closing to verify that the condition of the Property is as required under this Agreement. Subject to the terms of the Sun Leases, for a period of not less than 3 years after the Closing (the “Records Hold Period”), Seller shall exercise reasonable efforts to (a) provide and allow the applicable Seller afford Purchaser reasonable access to Seller’s Property-Related Files and Records the Improvements for purposes of inspection inspecting and/or measuring the premises, it being understood and copying thereofagreed 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) as of the date of this Agreement, Seller may not have title or any rights to the Generator, (2) if Seller fails to obtain title thereto, all references to "Property" in this Agreement shall specifically exclude the Generator, and (b3) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after notwithstanding anything contained in this Agreement to the Records Hold Periodcontrary, Purchaser desires Seller is making no representations or warranties with respect to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide title to or the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt condition of the Records Disposal Notice to enter Generator and all representations contained in the applicable Property Agreement (or such other location where such records are then stored) and remove or copy including, but not limited to, those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include contained in Section 8) hereby specifically exclude the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsGenerator.

Possession. Possession (a) Unless an Event of Default shall have occurred and be continuing, the Debtor shall be free to remain in full and exclusive possession, enjoyment, use and control of the Collateral (except for the Collateral Account and possession of the original executed copies of the Leases and Owner Trust Agreements, (other than with respect to the 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 same and each Propertypart thereof with the rights and franchises appertaining thereto; provided that the possession, enjoyment, -------- control and use of the Collateral shall at all times be subject to the Leases, those Property Contracts which are not identified as Terminated Contracts observance and performance of the terms of the Loan Documents. (subject b) The Debtor covenants and agrees that in the event any monies or payments shall be paid to or distributed to the limitations Debtor in respect of Section 3.6)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 Permitted ExceptionsCollateral Account in accordance with Section 2.3 hereof. (c) Notwithstanding anything to the contrary set forth in this Security Agreement or any of the other Loan Documents, so long as no "Event of 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 delivered subject and subordinate to Purchaser on the Closing Date upon release from escrow rights of all items the lessee under the applicable Lease with respect to be delivered by Purchaser pursuant to Section 6.4each aircraft, 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 Purchase PriceLease. To Without limiting the extent reasonably available 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 occurred and be continuing under that Lease, Secured Party shall not disturb (or permit any person acting by, through or under Secured Party to each Sellerdisturb) lessee's or any sublessee's right peacefully and quietly to hold, originals or copies of its Leases possess and Property Contracts, lease files, warranties, guaranties, operating manuals, keys use that aircraft pursuant to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLease.

Possession. Possession Except as otherwise provided, Landlord shall deliver possession of each Propertythe Premises with the Landlord’s Work thereto substantially completed (“Delivery Condition”) as soon as is reasonably practicable, which Landlord and Tenant anticipate to be on or before August 1, 2022 (the “Scheduled Delivery Date”). As used in this Lease Agreement, “substantial completion” of the Landlord’s Work or 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 LeasesTenant 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, those Property Contracts which are not identified as Terminated Contracts 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 (subject 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 limitations Landlord’s Work. Failure of Section 3.6Landlord 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 Permitted Exceptions, giving of such notice this Lease Agreement shall be delivered 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 Purchaser on the Closing contrary in this Lease Agreement, the Termination Option Date upon release from escrow 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 all items to be delivered by Purchaser pursuant to Section 6.4Landlord, 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 applicable Purchase PriceCity 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 extended due to Excused Delay for more than ninety (90) days in the 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 the aggregate; provided further, however, that Tenant Delay shall not be subject to such 90-day cap. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectivelyAs used herein, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.

Possession. Possession (a) Promoter shall deliver actual physical possession of each Propertysaid 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 the Unit, shall offer in writing, possession of the Unit , to the Allottee in terms of this Agreement, subject to the Leasespayment of the Entire Consideration by the Allottee, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Possession Notice”). Such Seller shall have a period of thirty Within 30 (30thirty) days after from the receipt of the Records Disposal Possession Notice (“Cut Off Date”), the Allottee shall make complete payment of the Entire Consideration in terms of this Agreement. Pursuant to enter such payment of the applicable Property Entire Consideration, Promoter and the Allottee shall execute and duly register a Conveyance Deed with respect to the Unit (or “Conveyance Deed”) along with execution of other necessary documents, indemnities, declarations and such other location where documentation as may be required by Promoter and on execution and registration of the Conveyance Deed, the Allottee shall take actual physical possession of the Unit with the keys of the Unit. Upon receiving such records are 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 storedthe 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 Unit like Society Maintenance Charges, interest amounts from Society Maintenance Deposit, Holding charges as stated hereinabove, and remove from such Cut Off Date the Allottee shall be liable to make payments of such municipal taxes, proportionate land revenue, water taxes, electricity charges and other such charges or copy those like as applicable and in the event if Promoter, at its sole discretion, makes such payments on behalf of Seller’s Property-Related Files and Records that the Allottee, then the Allottee shall make payment of such Seller desires amounts within 7 days of such demand being raised by Promoter. Without prejudice to retainthe 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. Purchaser agrees The Allottee/s hereby irrevocably gives his/her/their absolute consent/right/authority for such unilateral termination to Promoter due to breach on the part of Allottee/s. On such cancellation/termination of this Agreement by Promoter, Promoter shall be entitled (i) to include forfeit an amount equal to 5% of the covenants Basic Consideration along with brokerage charges for resale of this Section 6.5.12 pertaining to Seller’s Property-Related Files the unit, taxes paid and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), interest payable as damages and (ii) deduct any such amount as may be due to bind Promoter, and the balance amount, after forfeiture and deduction of the aforesaid amount from the total payments received by Promoter from the Allottee under this Agreement, shall be refunded to the Allottee without any future purchaser 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 Property Cancellation Deed. Upon such refund of the said amount, the Allottee shall have 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 cancellation shall be to the covenants account of this Section 6.5.12 pertaining the Allottee and the Allottee shall be liable to Seller’s Property-Related Files pay and Recordsreimburse the same immediately on demand by Promoter.

Possession. Possession 6.1 Upon the said Unit/Flat shall be deemed to be ready for delivery of each Propertypossession upon the same being completed internally in a reasonable habitable condition with reasonable ingress to and egress from the said Unit/Flat being provided along with temporary or permanent water, subject drainage, sewerage, electricity and lift facilities/connections, the Developer shall thereafter issue a notice to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject Purchaser/s herein called upon the Purchaser/s herein to take possession of the limitations said Unit/Flat upon making payment of Section 3.6), all dues and complying with all other outstanding obligations of the Permitted Exceptions, Purchaser/s herein at the relevant time even if any or some work 6.2 The Purchaser/s herein shall be delivered entitled to Purchaser receive possession of the said Unit/Flat only upon prior payment of all his/her/their dues including the agreed consideration, the additional payments and deposits and also upon due compliance with and/or performance of all covenants, undertakings and obligations required to be complied with and/or performed on the Closing Date upon release from escrow part of all items the Purchaser/s herein in pursuance hereof or otherwise required by law. The obligation to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, make over possession of the applicable Purchase Price. To said Unit/Flat shall arise only thereafter. 6.3 In the extent reasonably available to each Seller, originals or copies event of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding Purchaser/s herein not making full payment and/or not complying with any of his/her/their obligations and/or not taking possession of the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for said Unit/Flat within a period of not less than 3 years after 15 days from the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes date of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt issue of the Records Disposal Notice notice under clause 6.1 hereinabove, the Purchaser/s herein shall be deemed to enter have committed default entitling the applicable Property (Owners-Vendors / Developer herein to exercise its rights on the Purchaser’s/s’ default. 6.4 With effect from the date of possession the Purchaser/s herein shall be deemed to have fully satisfied himself /herself/themselves regarding the title of the property and the respective rights, title of the 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 such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include make any claim regarding the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordssame.

Possession. Possession of each Property6.1 Upon the said, subject to the LeasesUnit/s/Flat/s/Car parking Space/s / Commercial Spaces/s and other/s, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptionsif any, shall be delivered deemed to Purchaser be ready for delivery of possession upon the same being completed internally in a reasonable habitable condition with reasonable ingress to and egress from the said unit/s/flat/s/ car parking space/s and other/s being provided along with temporary or permanent water drainage, sewerage , electricity and lift facilities/connections, the developer shall thereafter issue a notice to purchaser/s herein called upon the purchaser/s herein to take possession of the said unit Unit/s/Flat/s/Car parking Space/s and other/s upon making payments of all dues and complying with all other outstanding obligations of the purchasers herein at the relevant time even if any or some work in respect of the common areas , common amenities and common facilities are not till then completed in all respect , however the Developer shall cause to complete all the common portions and common facilities and as per programme of constructional specification respectively mentioned in the THIRD and FOURTH SCHEDULE hereunder. 6.2 The Purchaser/s herein shall be entitled to received possession of the said Unit/s Flat/s / Car- parking Space and Other/s only upon prior payments o fall His/her/their dues including the agreed consideration, the additional payments and deposits and also upon due compliance with and/or performance of all covenants, undertakings and obligations required to be complied with and / or performed on the Closing Date upon release from escrow Part of all items the Purchaser/s herein in pursuance hereof or otherwise required by law, The obligation to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, make over possession of the applicable Purchase Price. To said Unit/s Flat/s Car Parking Space/s and other/s shall arise only thereafter. 6.3 In the extent reasonably available to each Seller, originals event of the Purchaser/s herein not making full payments and / or copies not Complying with any of its Leases his/her/their obligations and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to /or not taking possession of the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for said Unit/Flat within a period of not less than 3 years after 15 days from the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes date of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt issue of the Records Disposal Notice notice under clause 6.1 herein above, the purchaser/s herein shall be deemed to enter have committed default entitling the applicable Property (Owner-Vendor / Developer herein to exercise its rights on the purchaser’s/s default. 6.4 With effect from the date of possession the purchaser/s herein shall be deemed to have fully satisfied himself/herself/themselves regarding the title of the property and the respective rights, title of the Owner-Vendor 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 said Building, the common portions and the said Units/s/ Flat/s/ car Parking Space/s and other/s modification and accordingly shall not thereafter be entitled to raise any objection or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include make any claim regarding the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind same. 6.5 Upon making the manager thereunder to such covenants)units habitable, and (ii) to bind any future purchaser of such Property the company shall give a notice thereof to the respective purchaser thereof who shall within 15 days of its service pay the entire balance amount and all other amounts and deposits payable to the company and fulfilled all their other covenants and obligations and take possession of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordstheir respective unit.

Possession. 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 each PropertyLandlord 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 the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, Landlord's prior written approval including without limitation, approval of the plans, specifications, contractors and subcontractors therefor, and all applicable Purchase Price. To terms and conditions of the extent reasonably available Lease relating to each Sellerconstruction, originals alterations or copies improvements of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the propertyPremises, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property reasonable requirements or conditions as Landlord may impose. During any period that Tenant shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice permitted to enter the applicable Property Expansion Space prior to the Commencement date other than to occupy the same (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 shall be permitted to enter the Expansion Space prior to the Commencement Date for the purpose of occupying the same, Expansion Space Rent shall commence on such other location where date; if Tenant shall commence occupying only a portion of the Expansion Space prior to the commencement Date, such records are then stored) rent and remove or copy those charges shall be prorated based on the number of Seller’s Property-Related Files rentable square fee occupied by Tenant. The Commencement Date shall be delayed and Records Expansion Space Rent shall be abated to the extent that such Seller desires to retain. Purchaser agrees Landlord fails: (i) to include substantially complete any improvements to the covenants of this Section 6.5.12 pertaining Expansion Space required to Seller’s Property-Related Files and Records be performed by Landlord under any separate agreement signed by both parties in any management contract for each Property (and to bind the manager thereunder to such covenants)connection herewith, and or (ii) to bind deliver possession of the Expansion Space for any future purchaser of such Property other reason, including but not limited to holding over by prior occupants, except to the covenants 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 terminate this Section 6.5.12 pertaining Tenant Expansion Agreement by written notice to Seller’s Property-Related Files Landlord any time hereafter up until Landlord substantially completes any such improvements and Recordsdelivers the 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. Possession a. If the Landlord cannot deliver possession of each Propertythe Premises to Tenant at the commencement of the term hereof, subject this Lease shall not be 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 and all rent shall be abated during the period between the commencement date and the time when Landlord delivers possession. Notwithstanding anything to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6contrary 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 3(a) above, then Tenant may terminate this Lease upon written notice to Landlord and neither party shall thereafter have any obligations or liability under this Lease. Nothing in the Permitted Exceptionscontrary 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 commencement date set forth in Section 3(a) above. In the event that this Lease is terminated pursuant to this Section 4(a), Landlord shall be delivered promptly return to Purchaser on Tenant the Closing Date upon release from escrow of all items to be delivered by Purchaser first month's rent and security deposit prepaid pursuant to Section 6.4, including, without limitation, 5(a) below. b. In the applicable Purchase Price. To event that Landlord shall permit Tenant to occupy the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys Premises prior to the propertycommencement date of the term, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property occupancy shall be made available subject to Purchaser at such Property after all the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt provisions of the Records Disposal Notice 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 applicable Property (or Premises prior to completion of the Tenant Improvements solely for the purposes of performing Tenant's pre- opening activities, Tenant shall not be obligated to pay Rent while Tenant is performing such other location where such records are then stored) and remove or copy those of Seller’s Propertypre-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsopening 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 each Propertythe Premises shall for any reason, subject other than occurrence of a force majeure event, not be delivered to Tenant on or before the LeasesPossession Date, those Property Contracts which are this Lease shall continue in full force and effect, and for every day after the Possession Date that Landlord does not identified deliver possession, other than as Terminated Contracts a result of occurrence of a force majeure event, Tenant shall receive one (subject 1) day free Base Rent from the Commencement Date forward until the total number of accumulated days of free Base Rent is exhausted. If Landlord does not deliver possession on or before ninety (90) days after the Possession Date, Tenant may elect, as its sole remedy, to terminate this Lease and the limitations parties shall thereupon be relieved of Section 3.6)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 Permitted Exceptionscost 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 delivered required to Purchaser on reimburse Tenant, in the Closing aggregate, 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 release from escrow written agreement with Landlord, Tenant shall use its best efforts to avoid interfering with or delaying completion of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the propertyLandlord’s Work, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property possession shall be made available governed by the provisions of this 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 Purchaser 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 its control. (b) 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 such Property after time of delivery of the ClosingPremises. Purchaser agrees, for a period Landlord’s Work shall be deemed “substantially complete” upon the earlier of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees when (i) the Leased Premises have, according to include Landlord’s architect, been substantially completed pursuant to the covenants Plans and Specifications for Landlord’s Work attached hereto as Exhibit C, but excepting completion of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants)punchlist or 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 substantial completion would have occurred under (a), but for any delays to bind any future purchaser Landlord’s completion of such Property to the covenants of this Section 6.5.12 pertaining to SellerLandlord’s Property-Related Files and RecordsWork caused by Tenant or its agents.

Possession. Possession 4.1 If Landlord for any reason whatsoever cannot initially deliver possession of each Propertythe Premises to Tenant at the commencement of the term hereof, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, nor shall the expiration date of the above term be in any way extended, but except as otherwise specifically provided herein, in that event, all rent shall be abated during the period between the commencement of said term and the 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 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 commencement date of the term, such occupancy shall be subject to all of the Leases, those Property Contracts which are provisions of this Lease and said early possession shall not identified as Terminated Contracts (subject advance the termination date hereinabove provided. In the event Tenant occupies the Premises prior to the limitations commencement date of Section 3.6)the term for the installation of Tenant trade fixtures and equipment in the Premises, and the Permitted Exceptionsor otherwise, such use or occupancy shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to express conditions that (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and 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 maintain and preserve Seller’s Property-Related Files and Recordsallocated to Tenant by Landlord. If at any time after Tenant shall not commence the Records Hold Period, Purchaser desires operation of business prior to dispose the commencement date of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller term without the express prior written notice (the “Records Disposal Notice”). Such Seller shall have a period consent of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLandlord.

Possession. Possession of each Property, subject Tenant shall have access to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject Premises prior to the limitations Commencement Date for the purpose of Section 3.6)preparing the Premises for occupancy by Tenant, and for the Permitted Exceptions, shall be delivered to Purchaser on construction of the Closing Date upon release from escrow of all items tenant improvement work to be delivered performed by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing Tenant (the “Records Hold PeriodTenant Improvement Work”)) described on Exhibit “B” attached hereto, to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes upon execution of inspection and copying thereofthis Lease by both parties, and (b) reasonably maintain upon delivery by Tenant to Landlord of evidence that Tenant’s commercial general liability insurance is in effect. Landlord and preserve SellerTenant 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 Property-Related Files and RecordsWork substantially completed. If at any time after Landlord fails to deliver possession of the Records Hold PeriodPremises to Tenant on or before the Rent Commencement Date with Landlord’s Work substantially completed, Purchaser desires then the Commencement Date of the initial Lease term (and the Rent Commencement Date) shall be extended one day for each such day of delay. In addition, Landlord agrees that it shall reimburse Tenant for the actual hold over costs incurred by Tenant under its existing lease as a result of Landlord’s failure to dispose of any Sellertimely deliver the Premises as required herein. Notwithstanding the foregoing, if Landlord has not delivered the Premises on or before November 1, 2004 with Landlord’s Property-Related Files and RecordsWork substantially completed, Purchaser must first provide the applicable Seller prior Tenant shall be entitled immediately to terminate this Lease upon written notice (to Landlord, and neither party shall have any further liability to the “Records Disposal Notice”)other except for Landlord’s obligation to reimburse Tenant the actual hold over costs incurred by Tenant under its existing lease. Such Seller Notwithstanding anything to the contrary herein or elsewhere in this Lease, Landlord agrees that Tenant shall have a period of one (1) week from the date of delivery of the Premises free of charge of any rent to move-into the Premises. Upon delivery of the Premises, 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 thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Sellercomplete all punch list items relating to Landlord’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsWork.

Possession. Possession (a) The obligations of each PropertyLandlord and Tenant with respect to the initial leasehold improvements to the Premises are set forth in the Work Letter attached hereto as Exhibit "B" ("Work Letter"). By taking possession of the ----------- Premises, Tenant shall be deemed conclusively to establish that Landlord's construction obligations with respect to the Premises have been completed in accordance with the plans and specifications therefor and that the 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 prevent or limit Tenant's rights or remedies with respect to latent defects discovered in the work of the improvements completed by Landlord pursuant to the LeasesWork Letter. (b) Subject to Section 3(c) below, those Property Contracts 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 are not identified as Terminated Contracts 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 (subject to the limitations of Section 3.6collectively "Requirements"), and insofar as any of the Permitted Exceptionsforegoing 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 delivered to Purchaser on the Closing Date upon release from escrow conclusive of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases that fact as between Landlord and Property Contracts, lease files, warranties, guaranties, operating manuals, keys Tenant. (c) Notwithstanding anything to the propertycontrary contained in Section 3(b) above, Landlord shall be solely responsible for complying with all Requirements which necessitate the making of any improvements to 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 Seller’s books and records relating costs shall not be charged to its Property to be conveyed Tenant as Additional Rental hereunder; provided, however, that if the necessity for making such improvements is triggered by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt Tenant's specific use of the Records Disposal Notice to enter Premises, then Landlord shall charge the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser costs of such Property improvements to Tenant as Additional Rental in accordance with the covenants last sentence of this the first paragraph of Section 6.5.12 pertaining to Seller’s Property-Related Files and Records7.

Possession. Possession (a) Seller shall deliver vacant possession (except as described in Sections 8.6(b) and (c) below) of each Property, subject to the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date. 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 Property or conduct with respect to the Property after the Closing Date. In the event that any litigation or proceeding is brought against Seller arising out of or in any way connected with any of the above event or claims, Purchaser, upon written request from Seller, agrees to vigorously resist and defend such actions or proceedings. (b) Notwithstanding the foregoing, Seller shall have the right, at no cost or expense whatsoever to Seller, to continue occupying that portion of 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 Closing Date, Seller, upon written notice to Purchaser given not later than three (3) business days prior to the Closing Date, shall have the right to 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 upon release 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 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 other Building operational expense). Such rent will be paid at the Closing Date for such time period (and will be adjusted and rebated if Seller surrenders the space prior to the end of the expected time period for such occupancy). (d) Upon delivery of possession pursuant to this Section 8.6, Seller may remove its personal property, equipment and unattached trade fixtures from escrow 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 all attached items to be delivered 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 Property caused by Purchaser pursuant such removal. Seller’s “trade fixtures” include, but are not limited to Section 6.4the items more specifically described on the attached Exhibit C. Any items not removed within ten (10) business days after the Closing Date will be conclusively deemed abandoned by Seller and may be utilized or disposed of by Purchaser, including, without limitation, the applicable Purchase Price. at its option. (e) To the extent reasonably available to each Seller, originals or copies that Seller occupies any portion of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agreesClosing Date, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to 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 allow attornment agreement, or other agreements reasonably required by Purchaser’s lender or sale-leaseback party that may be financing or funding the applicable purchase of the Property. Seller reasonable access will defend, indemnify and hold Purchaser harmless from any claim, loss or liability solely related to Seller’s Property-Related Files and Records for purposes possession or use of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time the Property after the Records Hold Period, Closing Date. In the event that any litigation or proceeding is brought against Purchaser desires to dispose arising out of or in any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt way connected with any of the Records Disposal Notice above event or claims, Seller, upon written request from Purchaser, agrees to enter the applicable Property (vigorously resist and defend such actions or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsproceedings.

Possession. Possession (a) No warranties or representations, expressed or implied, are made or intended to be made by Sublandlord in respect of each Propertythe Subleased Premises, subject its physical condition, the uses to which the Subleased Premises may be put, or any other matter pertaining thereto. Except as stated in this Sublease, Subtenant accepts the Subleased Premises and the Purchased Items on the Commencement Date in “AS IS” condition. Subtenant agrees and acknowledges that neither Sublandlord nor any agent, attorney, employee or representative of Sublandlord has made any representation respecting the Subleased Premises or has made any warranty, whatsoever, express or implied, regarding the Subleased Premises except as may be expressly set forth herein. Notwithstanding the foregoing, or anything in this Sublease to the Leasescontrary, those Property Contracts which are not identified as Terminated Contracts (subject to Sublandlord shall deliver the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser Subleased Premises on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4Commencement Date, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller vacant (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property Purchased Items which shall be made available to Purchaser at in the Subleased Premises) and ready for Subtenant’s exclusive occupancy, broom clean and with all electrical, data cabling, plumbing, heating, ventilation and air conditioning (inclusive of the supplemental air conditioning system) systems and such Property after systems’ fixtures servicing the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and Subleased Premises in good working order. (b) reasonably maintain During the Term, Subtenant shall have access to and preserve Seller’s Property-Related Files and Records. If use of the Sublease Premises at any time all times permitted under the Prime Lease for the conduct of its business therefrom. (c) Subtenant shall have no right to hold possession of the Subleased Premises after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt expiration or termination of the Records Disposal Notice to enter Term of this Sublease. (d) Subtenant shall not occupy or use the applicable Property Subleased Premises (or such other location where such records are then storedpermit the use or occupancy of the Subleased Premises) and remove for any purpose or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees in any manner which: (i) to include is unlawful or in violation of applicable legal, governmental or quasi-governmental requirement, ordinance or rule (including the covenants Board of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenantsFire Underwriters), and ; (ii) may be dangerous to bind persons or property; (iii) may invalidate or increase the amount of premiums for any future purchaser policy of such Property insurance affecting the Building; (iv) creates a nuisance, disturbs any other tenant of the Building or the occupants of neighboring property or injures the reputation of the Building in which the Subleased Premises is located; or (v) violates the Prime Lease. (e) Subtenant shall not make any alterations (including re-painting and re-carpeting) to the covenants Subleased Premises without obtaining Sublandlord’s prior written consent. Subtenant shall submit for Sublandlord’s approval all floor plans and plans for alterations or improvements. Subtenant acknowledges that any such consent and/or approval shall also be contingent upon receiving Prime Landlord’s consent and/or approval regarding such alterations, floor plans and/or improvements. In furtherance hereof, Sublandlord acknowledges its review of this Section 6.5.12 pertaining to SellerSubtenant’s Property-Related Files Work as outlined in Exhibit D and Recordsapproves the same. Subtenant shall perform such work in accordance with the Prime Lease and procure, as applicable, Prime Landlord’s consent.

Possession. Possession 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 each Property, any ROFO Space to Tenant nor shall Tenant’s obligations under this Sublease with respect to the Premises or such ROFO Space be affected thereby. Landlord shall not be subject to the Leases, those Property Contracts which are any liability and this Sublease shall not identified as Terminated Contracts (subject to the limitations of Section 3.6), and the Permitted Exceptions, be impaired if Landlord shall be delivered unable to Purchaser deliver possession of any ROFO Space to Tenant on any particular date. Landlord agrees that it shall not waive any rights it may have against any person or entity holding over in the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, includingROFO Space, without limitation, any obligation to enforce any such rights. In the applicable Purchase Price. To event that any then existing tenant or occupant fails to vacate any of the extent reasonably available to each Seller, originals ROFO Space that is the subject of an Acceptance Notice on or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to before the property, Anticipated ROFO Space Commencement Date and such Seller’s books and records relating to its Property to be conveyed by such Seller (other failure shall continue for more than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt thereafter, then Landlord agrees to use commercially reasonable efforts to cause such existing tenant or occupant to vacate the ROFO Space in question including the institution and prosecution of appropriate eviction proceedings. In the Records Disposal event that Landlord fails to deliver possession of any ROFO Space that is the subject of an Acceptance Notice within six (6) months following the Anticipated ROFO Space Commencement Date, then Tenant shall have the right to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder terminate its Acceptance Notice with respect to such covenants)ROFO Space by giving Landlord thirty (30) days written notice thereof, and (ii) which termination notice must be given prior to bind any future purchaser the date upon which Landlord delivers possession of such Property ROFO Space to Tenant; provided, however, if Landlord shall deliver possession of such ROFO Space to Tenant on or before the covenants expiration of this Section 6.5.12 pertaining to Sellersuch thirty (30) day period, then Tenant’s Property-Related Files termination of its Acceptance Notice shall be null and Recordsvoid and of no force or effect whatsoever.

Possession. Possession If for any reason Sublandlord cannot deliver possession of each Propertythe Sublease Premises to Subtenant on the Commencement Date, Sublandlord shall not be subject to any liability therefor, nor shall such failure affect the Leasesvalidity of this Sublease or the obligations of Subtenant hereunder or extend the term hereof, those Property Contracts which are provided that no rent shall be due hereunder until possession of the Sublease Premises has been delivered to Subtenant. If the Commencement Date shall not identified as Terminated Contracts have occurred by June 1, 2000, Subtenant shall have the right to terminate this Sublease upon written notice to Sublandlord. Notwithstanding the foregoing, Subtenant may access the Sublease Premises commencing on March 20, 2000 until April 13, 2000 (subject "Early Access Period"), during the hours of 8 a.m. to 5 p.m. on weekdays only (or at any time following Sublandlord vacating the Sublease Premises prior to the limitations Commencement Date) for purposes of Section 3.6)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 Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow payment of all items to be delivered by Purchaser pursuant to Section 6.4Rent, including, without limitation, the applicable Purchase Priceinsurance requirements contained herein. To During the extent reasonably available to each SellerEarly Access Period, originals Subtenant may install partitioning, modify the electrical circuits, and install data and telephone cabling, provided such installations and modifications do not interfere with or copies disrupt Sublandlord's operations in the Sublease Premises. In addition, Subtenant may perform minor construction (such as installation of its Leases doors) 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 Property Contracts, lease files, warranties, guaranties, operating manuals, keys provided that Subtenant obtains Sublandlord's and Master Landlord's prior written consent pursuant to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants terms of this Section 6.5.12 pertaining to Seller’s Property-Related Files Sublease and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsMaster Lease.

Possession. Possession A. Landlord shall deliver possession of each Property, subject Premises A to Tenant upon the Leases, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations mutual execution of Section 3.6)this Lease, and Landlord agrees to sign this Lease, if at all, within five (5) Business Days of being presented with an executed Lease by Tenant, and Landlord shall deliver possession of Premises B to Tenant on November 15, 1996 (the Permitted Exceptions"Premises B Estimated Delivery Date") and possession of the Premises C to Tenant on April 15, 1997 (the "Premises C Estimated Delivery Date"). In the event Landlord has not delivered possession of Premises B to Tenant within one hundred twenty (120) days of the estimated delivery date for such undelivered Premises, Tenant, as its sole remedy, shall be entitled to terminate this Lease as to: (i) Premises B only; or (ii) both Premises B and C, upon five (5) days written notice to Landlord. In the event Landlord has not delivered possession of Premises C to Purchaser on Tenant within one hundred twenty (120) days of the Closing Date estimated delivery date for such undelivered Premises, Tenant shall be entitled to terminate this Lease as to Premises C only, upon release from escrow five (5) days written notice to Landlord. Landlord shall deliver Suites 220 and 230, which comprise all of all items Premises C, to be delivered Tenant simultaneously with one another. B. By taking possession of the Premises, Tenant is deemed to have: 1. accepted the Premises and agreed that the Premises is in good order and satisfactory condition, with no representation or warranty by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys Landlord as to the propertycondition or suitability of the Premises or of the Building for Tenant's use thereof; and 2. agreed that Landlord has no obligation to clean, and decorate, alter, remodel, improve or repair the Premises or the Building unless said obligation is specifically set forth in this Lease; provided that Landlord shall deliver the Premises or applicable portion thereof to Tenant in a reasonably similar condition to that which currently exists (excluding any personal property belonging to the existing tenant) for such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectivelyPremises, “Seller’s Property-Related Files and Records”) regarding the or applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying portion thereof, normal wear and (btear and casualty damage excepted. C. Upon delivery of possession of the Premises or portion thereof, Landlord shall permit Tenant or its agents or laborers to enter the Premises at Tenant's sole risk prior to the Commencement Date in order to perform through Tenant's own contractors the Initial Alterations. The foregoing license to enter prior to the Commencement Date, however, is conditioned upon Tenant's labor not interfering with Landlord's contractors or with any other tenant or its labor and is further conditioned upon Tenant's contractor(s) complying with the rules, policies and procedures reasonably maintain and preserve Seller’s Property-Related Files and Recordsenacted by Landlord from time to time for the performance of work in the Building. If at any time after the Records Hold Periodsuch entry shall cause unreasonable disharmony, Purchaser desires to dispose interference or union disputes of any Seller’s Property-Related Files and Recordsnature whatsoever, Purchaser must first provide or if Landlord shall, in Landlord's sole judgment, determine that such entry, such work or the applicable Seller prior continuance thereof shall unreasonably interfere with Landlord, Landlord's contractors, or with any other tenants or its labor, this license may be withdrawn by Landlord immediately upon written notice to Tenant following a one (the “Records Disposal Notice”)1) Business Day cure period. Such Seller entry shall be deemed to be under and subject to all of the terms, covenants and conditions of the Lease, and Tenant shall comply with all of the provisions of the Lease which are the obligations or covenants of the Tenant except that the obligation to pay Rent shall not commence until the Commencement Date. In the event that Tenant's agents or laborers incur any charges from Landlord, including, but not limited to, charges for use of construction or hoisting equipment on the Building site (so long as such is not routinely available without separate charge to all tenants), such charges shall be deemed an obligation of Tenant and shall be collectible as Rent pursuant to the Lease, and upon default in payment thereof, Landlord shall have the same remedies as for a period default in payment of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property Rent pursuant to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLease.

Possession. Possession The obligations of each Property, subject Landlord and Tenant with respect to ---------- the Building and the initial leasehold improvements to the Leases, those Property Contracts which Demised Premises are not identified as Terminated Contracts (subject set forth in Exhibit "D" attached hereto and by this reference made a part ----------- hereof. Taking of possession by Tenant shall be deemed conclusively to establish that Landlord's construction obligations with respect to the limitations of Section 3.6)Demised Premises have been completed in accordance with the plans and specifications approved by Landlord and Tenant and that the Demised Premises, and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Sellerof Landlord's construction obligations with respect thereto, originals or copies of its Leases are in good and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closingsatisfactory condition. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of Within thirty (30) days after receipt the date of Substantial Completion, Tenant shall have the right to prepare and provide to Landlord a list of incomplete or defective punch list items (details of construction, decoration and mechanical adjustment which, in the aggregate, are minor in character and do not interfere with Tenant's use or enjoyment of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenantsDemised Premises), all of which shall be promptly repaired and/or completed by Landlord at its sole cost and expense in a commercially reasonable time, and, for a period of one (ii1) year following the date of Substantial Completion, Tenant shall have the right to bind any future purchaser notify Landlord of its discovery of latent defects in the Demised Premises all of which shall be promptly repaired and/or completed by Landlord in a commercially reasonable time at its sole cost and expense. Except for such Property punch list items so specified by Tenant within said thirty (30) day period, and except for such latent defects specified by Tenant within such one (1) year period, the taking of possession by Tenant shall be deemed conclusively to establish that Landlord's construction obligations with respect to the covenants Demised Premises have been completed in accordance with the plans and specifications approved by Landlord and Tenant and that the Demised Premises, to the extent of this Section 6.5.12 pertaining to Seller’s Property-Related Files Landlord's construction obligations with respect thereto, are in good and Recordssatisfactory condition.

Possession. Possession Tenant agrees to accept the Expansion Space without any agreements, representations, understanding or obligations on the part of each PropertyLandlord to perform any alterations, subject repairs or improvements except as expressly provided for in the Work Letter, attached to the Leases, those Property Contracts which are not identified Lease as Terminated Contracts Exhibit C. Tenant covenants and agrees to cause the plans and specifications (subject as set forth in paragraph 1 (b) of Exhibit C of the Lease) for the Expansion Space to the limitations of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on Landlord upon the Closing Date upon release from escrow earlier to occur of all items the date which is (a) 150 days prior to the anticipated Expansion Space Commencement Date, or (b) November 1, 1999. Any construction, alterations or improvements made to the Expansion Space by Tenant shall be delivered by Purchaser pursuant subject to Section 6.4, including, Landlord's prior written approval including without limitation, approval of the plans, specifications, contractors and subcontractors therefor, and all applicable Purchase Price. To terms and conditions of the extent reasonably available Lease relating to each Sellerconstruction, originals alterations or copies improvements of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the propertyDemised Premises, and such Seller’s books and records relating other reasonable requirements or conditions as Landlord may impose. During any period that Tenant shall be permitted to its Property enter the Expansion Space prior to be conveyed by such Seller (the Expansion Space Commencement Date other than proprietary information) to occupy the same in the normal conduct of business (collectivelye.g., “Seller’s Property-Related Files to perform alterations or improvements), Tenant shall comply with all terms and Records”) regarding provisions of the applicable Property Lease, except those provisions requiring payment of Expansion Space Rent. If Tenant shall enter the Expansion Space prior to the Expansion Space Commencement Date for the purpose of occupying the same in the normal conduct of business, Expansion Space Rent shall commence on such date. The Expansion Space Commencement Date shall be made available delayed and Expansion Space Rent shall be abated to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to extent that Landlord fails: (a) provide and allow to substantially complete any improvements to the applicable Seller reasonable access Expansion Space required to Seller’s Property-Related Files and Records for purposes be performed by Landlord under Exhibit C of inspection and copying thereofthe Lease in connection herewith, and or (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt deliver possession of the Records Disposal Notice Expansion Space for any other reason, except to enter the applicable Property (extent that Tenant, its contractors, agents, or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records employees in any management contract way contribute to either such failures. Any such delay in the Expansion Space Commencement Date shall not subject Landlord to any liability for each Property (and to bind the manager thereunder to such covenants)any loss or damage resulting therefrom, and (ii) to bind any future purchaser Tenant's sole remedy with respect thereto shall be the abatement of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsExpansion Space Rent.

Possession. Possession Except as otherwise provided, Landlord shall deliver possession of each Propertythe Premises on or before the date hereinabove specified for commencement of the Term, subject 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 delivered to the LeasesTenant. The rentals herein reserved shall commence on the first day of the Term, those Property Contracts 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 Agreement, and the rental shall commence as of 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 in excess of the T. I. Allowance, then in such case the rental shall be accelerated by the number of days of such delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlord shall have no responsibility or liability for loss of 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 identified as Terminated Contracts (subject to in compliance with Exhibit A-3 and for 1. Immediately after Tenant's occupancy of the limitations 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 Section 3.6)the Premises, and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt delivery of the Records Disposal Notice to enter Premises in the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of condition required by this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsLease Agreement.

Possession. Possession A. If Landlord, for any reason whatsoever, cannot deliver possession of each Property, subject the Premises to the LeasesTenant on the intended date of the commencement of the Term, those Property Contracts which are this Lease shall not identified as Terminated Contracts (subject be void or voidable, nor shall the Landlord be liable to Tenant for any loss or damage resulting therefrom. Under such circumstances, the limitations rent provided for herein shall not commence until possession of Section 3.6)the 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 Permitted Exceptions, Term shall be delivered extended accordingly. B. The Premises shall be deemed to Purchaser on be ready for Tenant’s occupancy if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Closing Date upon release from escrow Premises or any part thereof, or if the delay in the availability of all the Premises or any part thereof for occupancy shall be due to special work, changes, alterations, or additions required or made by Tenant in the layout or finishing of the Premises. Whether or not the Premises are ready for occupancy shall be determined by the Jurisdiction in which the Property is located as set forth in the Lease Schedule, which shall evidence same by authorizing Xxxxxx’s occupancy thereof, which authorization may be in the form of oral or written permission to occupy which if in the form of written permission, may be in the form of a temporary or permanent certificate of occupancy. It is further understood that within 48 hours of initial occupancy, the parties shall jointly inspect the Premises and prepare a “punch list” of incomplete items to be delivered completed by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for Landlord within a period of not less than 3 years after the Closing (the “Records Hold Period”), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires occupancy. Tenant agrees to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the a supplemental “Records Disposal Notice”). Such Seller shall have a period of punch list” within thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are occupancy encompassing all items not then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract completed except for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordslatent defects.

Possession. Possession No Grantor may (A) Dispose of each Propertyor relinquish possession of any 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 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 Leases, those Property Contracts 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) 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 identified as Terminated Contracts Collateral to secure any other Indebtedness or obligations, unless (subject x) the ownership of each such commingled Spare Parts can be definitely determined at all times by reference to the limitations applicable Grantor’s or Affiliate’s Spare Parts tracking number and system, as applicable, or (y) the Spare Parts of Section 3.6)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, and shelf or in a separate storage bin or other storage unit or area shall not be considered as having been commingled even though such Spare Parts are present at the Permitted Exceptionssame 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, shall be delivered shelf, bin or other storage unit or area containing Collateral bearing the inscription: “Property of [GRANTOR], Mortgaged to Purchaser on THE BANK OF NEW YORK MELLON as Collateral Agent for the Closing Date upon release from escrow benefit of all items the Secured Parties” (such sign to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for replaced if there is a period of not less than 3 years after the Closing (the “Records Hold Period”successor Collateral Agent), to (a) provide and allow the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time after the Records Hold Period, Purchaser desires to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the applicable Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser of such Property to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records.

Possession. Possession Sublessee represents to Sublessor that: (i) Sublessee ---------- is currently leasing approximately thirteen thousand four hundred sixty-three square feet (13,463 sf) located at 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx ("Miranda Premises") at a monthly base rental rate (triple net) of each PropertyForty-Eight Thousand Four Hundred Sixty-Six and 80/100 ($48,466.80) ("Miranda Property Base Rent"), subject (ii) the term of the lease 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 Leaseslandlord 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, those Property Contracts which are not identified as Terminated Contracts (subject to the limitations of Section 3.6)1999, and Sublessee shall not be entitled to receive any credit, refund, rebate or other return of any portion of such amount if Sublessee vacates the Permitted ExceptionsMiranda 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 possession of the Sublease Premises to Sublessee on the 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 delivered entitled to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and such Seller’s books and records relating to its Property to be conveyed by such Seller (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees, for a period of not less than 3 years after the Closing (the “Records Hold Period”), to the (a) provide and allow if Sublessor delivers possession of the applicable Seller reasonable access Sublease Premises after April 15, 1999 but on or prior to Seller’s PropertyApril 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 4.2 below) due to Sublessor under this Sublease in an amount equal to the lesser of One Thousand One Hundred Seventy-Related Files and Records 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 purposes of inspection and copying thereof, and such period; (b) reasonably maintain 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 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 preserve Seller’s Property-Related Files and Records. If at any time after (c) if Sublessor has not delivered possession of the Records Hold Period, Purchaser desires Sublease Premises to dispose of any Seller’s Property-Related Files and Records, Purchaser must first provide the applicable Seller prior written notice (the “Records Disposal Notice”). Such Seller shall have a period of Sublessee within thirty (30) days after receipt the Commencement Date, Sublessee may, at its election, by notice in writing to Sublessor within ten (10) days 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 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 Records Disposal Notice Sublease Premises to enter Sublessee on or before the applicable Property (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 such other location where such records ascertain and that the foregoing credits and termination right are then stored) a fair and remove or copy those reasonable estimate and represent the agreed upon amount of Seller’s Property-Related Files and Records that such Seller desires remedies for said damages. It is the parties' intention to retain. Purchaser agrees (i) to include the covenants of create by this Section 6.5.12 pertaining 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 Seller’s Property-Related Files and Records in any management contract for each Property (and the Commencement Date, such occupancy shall be subject to bind the manager thereunder to such covenants)this Sublease, and (ii) Sublessee shall commence paying Rent upon such occupancy pursuant to bind any future purchaser of Section 4 below. Any such Property to early occupancy shall not advance the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and RecordsExpiration Date.

Possession. Possession (a) If the Landlord, for any reason whatsoever, cannot cause the Commencement Date to occur by the Expected Occupancy Date, this Lease shall not be void or voidable, nor shall the expiration date of each Propertythe above term be in any way extended, but in that event, excepting delays caused by Tenant, all rent shall be abated during the period between the commencement of said term and the time When Landlord delivers possession. (b) In the event that Landlord shall permit Tenant to occupy the Premises prior to the 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 Leasesprovisions of this Section, those Property Contracts which 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 4(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 not identified in good condition, and that Tenant agrees to accept the same in its condition existing as Terminated Contracts (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 limitations 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 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 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 item. If Tenant does not deliver the 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 following the 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 enforcement of any applicable warranty provided by any third party contractor or materialmen relating to the Building. (e) Notwithstanding any other provision of Section 3.6), and the Permitted Exceptions, shall be delivered to Purchaser on the Closing Date upon release from escrow of all items to be delivered by Purchaser pursuant to Section 6.4, including, without limitation, the applicable Purchase Price. To the extent reasonably available to each Seller, originals or copies of its Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys 4 to the propertycontrary, and such Seller’s books and records relating to its Property to be conveyed by such Seller in the event that the Commencement Date has not occurred on or before May 7, 1999 (other than proprietary information) (collectively, “Seller’s Property-Related Files and Records”) regarding the applicable Property shall be made available to Purchaser at such Property after the Closing. Purchaser agrees"OUTSIDE DELIVERY DATE"), for a period of not less than 3 years after the Closing five (the “Records Hold Period”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 extend the date upon which Tenant is required to accept possession of the Premises until October 1, 1999 (a) provide and allow "DELAYED DELIVERY DATE"), by delivery of written notice of such election within such time period; provided, however, Tenant may accept possession of the applicable Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If Premises at any time after prior to the Records Hold PeriodDelay Delivery Date, Purchaser desires which acceptance would accelerate the Commencement Date to dispose 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 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 Seller’s PropertyBase Rent-Related Files and Recordsfree possession granted to Tenant pursuant to Section 5(b) of this Lease, Purchaser must Tenant shall be entitled to thirty-seven (37) days of Base Rent-free possession of the Premises beginning upon the sixty-first provide (61st) day following the applicable Seller prior written notice Commencement Date of this Lease, provided, however, if Tenant accepts possession of the Premises within thirty-seven (37) days following the “Records Disposal Notice”)Outside Delivery Date, such Base Rent-free period shall be accordingly decreased. Such Seller 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 preceding sentence shall have 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 thirty fifteen (3015) days after receipt thereafter, Tenant shall have the right to terminate this Lease by delivery of written notice to Landlord, in which case the Records Disposal Notice parties shall have no further obligations under this Lease. The failure of Tenant to enter the applicable Property (or deliver such other location where notice within such records are then stored) and remove or copy those of Seller’s Property-Related Files and Records that such Seller desires to retain. Purchaser agrees (i) to include the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Records in any management contract for each Property (and to bind the manager thereunder to such covenants), and (ii) to bind any future purchaser time period shall be deemed a waiver of such Property right to the covenants of this Section 6.5.12 pertaining to Seller’s Property-Related Files and Recordsterminate.