Common use of Commencement Date Clause in Contracts

Commencement Date. The Commencement Date shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. (a) The Commencement Date shall be the earliest of (a) this Lease is the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Schedule, and the parties agree that if the Premises Delivery Date does not occur on or before July 1, 2005 for any reason, then this Lease Provisionsshall not be void or voidable by either party and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. (i) The parties acknowledge and agree that if the Premises Delivery Date does not occur on or before July 1, 2005, Tenant may be subject to the holdover provisions of its current lease, and that Tenant may be required to pay to its current landlord holdover rent as well as certain penalties and damages. Accordingly, notwithstanding Section 1.1(a) above, if the Premises Delivery Date does not occur on or before September 1, 2005 (the "Premises Delivery Deadline"), then, for each calendar month after the Premises Delivery Deadline in which the Premises Delivery Date does not occur, Tenant shall be entitled to a credit against Base Rent payable hereunder equal to twice the Monthly Base Rent payable hereunder for the first Lease Year (i.e., Two Hundred Ninety-One Thousand Six Hundred Thirty Five and 40/100 Dollars ($291,635.40)); provided, however, that (A) if Landlord's delivery of a portion of the Premises would mitigate Tenant's obligation to pay holdover rent, penalties or damages to its current landlord and if Tenant determines, in its commercially reasonable discretion, to accept Landlord's delivery of a portion of the Premises, then, upon Tenant's taking possession of such portion of the Premises, the amount of the credit under this Section 1.1(a)(i) shall be proportionately reduced on the basis of the number of rentable square feet of the portion of the Premises delivered to Tenant in proportion to the total rentable square feet of the Premises; and (B) Tenant shall not be entitled to a credit under this Section 1.1(a)(i) if Tenant substantially completes the Tenant Improvement Work on or before January 1, 2006. Tenant shall exercise reasonable efforts to substantially complete the Tenant Improvement Work on or before January 1, 2006 using standard working methods without the payment of overtime; provided, however, that at Landlord's option, Landlord may require Tenant to pay for overtime, in which event Landlord shall reimburse Tenant for reasonable overtime expenses within thirty (30) days after Landlord's receipt of a reasonably detailed invoice therefor. (ii) Notwithstanding the foregoing, if the Premises Delivery Date does not occur on or before April 1, 2006 (the "Outside Delivery Deadline"), Tenant shall have the right to cancel this Lease by giving written notice of such cancellation to Landlord at any reason time after the Outside Delivery Deadline and prior to the date Landlord cannot deliver delivers possession of the Premises to Tenant, in which case this Lease shall be cancelled effective thirty (30) days after Landlord's receipt of Tenant's cancellation notice, unless Landlord delivers possession of the Premises to Tenant on within said datethirty (30) day period. (iii) The Premises Delivery Deadline and the Outside Delivery Deadline shall be extended by the number of days that the Premises Delivery Date is delayed due to any act, neglect, failure or omission of Tenant or any Tenant Parties (as defined in Section 8.2(a) below) or due to fire or other damage to or destruction of the Premises. Tenant's rent credit and cancellation right as herein described shall constitute Tenant's sole and exclusive remedy for the failure of the Premises Delivery Date to occur by the Premises Delivery Deadline or the Outside Delivery Deadline, respectively. Any rent credit granted to Tenant pursuant to Section 1.1(a)(i) above shall be applied against the first monthly installments of Base Rent payable hereunder until the rent credit is exhausted. (b) Following the Commencement Date, Landlord shall not be subject prepare and deliver to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled a Commencement Date for any reason, other than Tenant's Delays as defined Confirmation substantially in the Work Letter form attached hereto as Exhibit "D," D that sets forth the Commencement Date, the Rent Commencement Date and the Termination Date for this Lease. Tenant may, at Tenant's option, by notice in writing shall execute the Commencement Date Confirmation and deliver the executed original of the same to Landlord within ten five (105) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) business days after Tenant's receipt thereof, . Tenant's failure to timely execute and return the Commencement Date Confirmation document to Landlord shall thereupon return any money previously deposited by Tenant. If such written notice be conclusive evidence of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs agreement with the information as set forth therein. This Lease shall be a binding contractual obligation of Landlord and expenses is not timely received by LandlordTenant effective upon the mutual execution and delivery hereof, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession notwithstanding the later commencement of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the PremisesTerm. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date shall be Subject to satisfaction of the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date condition set forth in Section 13 hereof, the Basic Lease Provisionsterm of this Sublease (“Sublease Term”) shall commence on April 1, if for any reason Landlord cannot 2022 (“Commencement Date”), and expire, unless sooner terminated, on October 31, 2030 (“Expiration Date”). If Sublandlord is unable to deliver possession of the Sublease Premises to Tenant Subtenant on said or before any particular date, Landlord for any reason, Sublandlord shall not be subject to any liability thereforfor its failure to do so, nor shall and such failure shall not affect the validity of this Lease or Sublease nor the obligations of Tenant Subtenant hereunder or (subject to Section 12 hereof), but, in such event, the Commencement Date shall be such date that Sublandlord gives Subtenant written notice that (A) Master Landlord has consented to this Sublease in accordance with Section 13 hereof and (B) the Sublease Premises are ready for occupancy. Notwithstanding any provision in the Master Lease granting Sublandlord, as “Tenant,” an option to extend the term hereof; but in such casethereof (including, Tenant without limitation, Section 2.2 of the Master Lease), Subtenant shall not be obligated have no option to pay rent or perform any other obligations of Tenant under extend the terms term of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this LeaseSublease. Within ten (10) days after its receipt of such noticeSublandlord’s request, Landlord Subtenant shall submit execute and deliver to Tenant Sublandlord a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession confirmation of the premises Commencement Date and all other matters set forth therein (and if Subtenant fails to do so, Tenant shall be deemed delivered to Tenant when (1) have executed and returned the improvements same without exception). Such confirmation shall be conclusive and binding upon Sublandlord and Subtenant; provided, however, Sublandlord’s failure to be provided by Landlord under this Lease are substantially completed, (2) deliver any such written confirmation to Subtenant shall not affect Sublandlord’s determination of the Building Utilities are ready for use in the Premises, and (3) Tenant has Commencement Date. Subtenant shall have reasonable early access to the Subleased Premises beginning on the date Sublandlord has vacated the Sublease Premises (but in no event later than February 1, 2022 or earlier than the date Master Landlord consents to this Sublease) (such date the “Early Access Date”) until the Commencement Date (the “Early Access Period”). During such Early Access Period, Subtenant shall not conduct business operations in the Sublease Premises or any portion thereof, but, subject to the terms and conditions of this Sublease, Subtenant may, during such Early Access Period, install its furniture, furnishings and equipment in the Sublease Premises and install its telephone and telecommunication equipment in the Sublease Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy Subtenant’s early access shall be subject to all provisions the terms and conditions of this LeaseSublease, such occupancy shall not change including, without limitation, all insurance and maintenance obligations, except for the termination date, and Tenant shall obligation to pay rent for such occupancyRent.

Commencement Date. (a) The Commencement Date term of this Lease shall be the earliest period specified in Section "1.2" hereof as the "Lease Term". The "Rent Commencement Date" of this Lease shall commence on the earlier of (a) the date on which Tenant takes possession of or commences opening for business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) six (6) months after the date when Landlord delivers the Building Pad to Tenant provided Landlord has substantially completed all other site work as set forth on Exhibit "L" by the end of such six (6) month period, unless Landlord is prevented by Tenant's failure to complete Tenant's Work as set forth on Exhibit "T", in which event Tenant shall commence paying rent at the end of such six (6) month period notwithstanding that Tenant may not have completed Tenant's Work or opened for business. Landlord will complete Landlord's Work when Tenant has completed such work to enable Landlord to complete its work. If Landlord's Work is not substantially complete by the end of the six (as described in Section 14 below6) month period, not due to Tenant's fault, the Rent Commencement Date, shall be extended until Landlord's Work is substantially completed as determined complete. If Tenant's building is not complete by Landlord ("Rental the Rent Commencement Date"). 2.2.1. Notwithstanding , Tenant shall commence paying rent and all other charges subject to the Scheduled Commencement Date set forth in provisions of this Section 3.1 (a) and the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of failure to have the Premises to Tenant on said date, Landlord building completed shall not be subject to any liability thereforan Event of Default, nor shall such failure affect unless the validity of this Lease or Tenant's building is not completed by the obligations of Tenant hereunder or extend date provided in Section 3.3(a) below, (b) Upon the term hereof; but in such caseRent Commencement Date, the Tenant shall not (i) be obligated to pay commence payment of Minimum Rent, Additional Rent and all other charges required to be paid by the Tenant under this Lease, all of which shall be deemed to be additional rent or and (ii) be required to perform any other all obligations of required to be performed by the Tenant under the terms of this Lease, except the Lease (in addition to the obligations required to be performed by the Tenant prior to the Rent Commencement Date). (c) As soon as may be otherwise provided convenient after the Rent Commencement Date has been determined, Landlord and Tenant agree to join with each other in the execution of a Commencement Certificate, in the form set forth on Exhibit "C". The Rent Commencement Date and specified term of this LeaseLease shall be stated in said Commencement Certificate. (d) It is understood and agreed that at such time as Tenant or its employees, until possession of agents, contractors or invitees enter the Premises is delivered after the Execution Date and prior to Tenant. Ifthe Rent Commencement Date, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reasonpurpose whatsoever, other than Tenant's Delays as defined in including without limitation, the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord performance of Tenant's intent to cancel Work, all of the terms, covenants and conditions of this Lease. Within ten (10) days after its receipt of such notice, Landlord Lease shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements apply to the Premises up parties as if the Lease Term had begun at such time excepting those provisions as to Minimum Rent, Additional Rent and any other charges payable by Tenant, which shall go into effect as of the date of LandlordRent Commencement Date, even if Tenant's receipt Work is not completed. Tenant shall place in its name, any utilities which Tenant requires during the performance of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination dateWork, and Tenant shall pay rent be responsible for such occupancyany and all utility charges incurred.

Commencement Date. The Commencement Date of this Lease shall be the later of (a) December 1, 2021, and (b) the date upon which occurs the Substantial Completion of the Base Building Work (subject to the penultimate sentence of this paragraph below) and Landlord’s Work in accordance with Law. If the Substantial Completion of the Base Building Representations and Landlord’s Work is delayed by Tenant Delays, then the Commencement Date shall be the earliest date the Landlord’s Work and Base Building Representations would have been Substantially Completed, as reasonably estimated by Landlord, without the Tenant Delays. Notwithstanding anything to the contrary contained herein, Landlord represents to Tenant that on the Commencement Date and as part of the Base Building Work at Landlord’s cost (aand not part of Landlord’s Cap) (i) the date on which Tenant takes possession of or commences business operations upon Demised Premises and Building Structure will be structurally sound and free from leaks, and the Demised Premises or any part thereof will be demised, broom clean, and in compliance with Law, ("Lease Commencement Date"); or (bii) the date Demised Premises will be free from asbestos and other Hazardous Materials in violation of existing Law, (iii) there will be a valid temporary or permanent Certificate of Occupancy permitting the Permitted Use, (iv) the Common Areas will be in good working order, and (v) the Building Systems serving the Demised Premises will be in good working order (items (i) – (v) above being hereinafter referred to as the “Base Building Representations”) , with the following modifications to the Building’s HVAC system: the boiler providing heat to the Building will be replaced; the 30 ton RTU providing cooling to the ​ ​ atrium will be replaced; the building management system (BMS) will be upgraded; the filters on which Landlord's Work the nine heat pumps serving the Demised Premises will be upgraded from MERV-8 to MERV-13 as and where reasonably able, and any heat pumps in the Demised Premises found not to be functioning will be repaired or replaced; two of the three cooling towers will be retrofitted with new water treatment systems (as described in Section 14 belowtwo have been retrofitted already) is substantially completed as determined by Landlord ("Rental Commencement Date"items (i) – (v) above, including the above modifications to the Building’s HVAC system, collectively, the “Base Building Work”). 2.2.1. Notwithstanding the Scheduled foregoing, the Commencement Date set forth shall occur once the Landlord’s Work is Substantially Completed even though the Base Building Work is not Substantially Completed as long as the Base Building Representations are true on the Commencement Date and Landlord has commenced the Base Building Work and is working diligently to Substantially Complete the Base Building Work. Subject to any Force Majeure, manufacturer delivery delays, Tenant Delay or township delays in the Basic Lease Provisionsapproving plans, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said dateissuing permits, inspecting work, etc.,, Landlord shall not be subject use commercially reasonable efforts to any liability therefor, nor shall such failure affect Substantially Complete the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements above modifications to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, Building’s HVAC system on or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement DateDecember 1, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy2021.

Commencement Date. (A) The Commencement Date shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity Term of this Lease or shall commence on the obligations of date that Landlord notifies Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenantthat it has substantially completed Landlord's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this LeaseWork. Within ten (10) days after its receipt of such noticethe Commencement Date, Landlord Landlord's representative and Tenant's representative shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to jointly examine the Premises up and shall compile a list of any remaining items of work which Landlord may be obligated to complete ("punch list items"). The taking of possession of the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel Premises by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) an acceptance of the improvements to be provided by Landlord under this Lease are Premises and an acknowledgement that Landlord's Work has been substantially completed, (2) but Landlord shall thereafter complete the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premisespunch list items. 2.2.3. (B) If Tenant occupies takes possession of the Premises prior to said the Commencement Date, Tenant's obligation to pay Rent hereunder and to observe and perform all other conditions and agreements hereunder shall commence on such occupancy earlier date of possession, but the Term of the Lease shall not be affected thereby. (C) In the event that substantial completion of Landlord's Work is delayed by reason of delays caused or occasioned by Tenant, then at Landlord's option the Term of this Lease shall commence on the date that this Lease would have commenced had not the completion of Landlord's Work been so delayed by Tenant (or as reasonably determined by Landlord) or such occurrence shall constitute a default on the part of Tenant hereunder entitling Landlord to exercise all rights and remedies provided for herein in the event of Tenant's default. (D) Landlord's Work shall be subject deemed to all provisions have been substantially completed when the Premises may be lawfully occupied and the heating, ventilation, air conditioning, mechanical and elevator systems serving the Premises are operable. (E) Tenant shall, upon the demand of Landlord, promptly execute, acknowledge and deliver to Landlord an instrument substantially similar to that annexed hereto as Exhibit E, confirming the dates of commencement and expiration of the Term of this Lease, Lease and such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.other matters as are set forth on Exhibit E.

Commencement Date. The Commencement Date shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession Section 4 of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except Lessee’s obligation for the payment of Basic Rental and Additional Rental shall commence as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect.follows: 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) For the improvements to be provided by Landlord under this Lease are substantially completedCurrent Second Floor Space, Rental shall commence on the Commencement Date. For the New First Floor Space, Rental shall commence on the later of the date that the New First Floor Space is Ready for Occupancy or April 1, 2002. However, if the date that the New First Floor Space is Ready for Occupancy is delayed past April 1, 2002, and such delay is solely as a result of Lessee’s actions or inactions, then Rental for the New First Floor Space shall commence April 1, 2002. (2) For the Building Utilities are ready New Second Floor Space, Rental shall commence on the later of the date that the New Second Floor Space is Ready for use in Occupancy (which is expected to be on or before May 1, 2002) or May 1, 2002. However, if the Premisesdate that the New Second Floor Space is Ready for Occupancy is delayed past May 1, 2002, and such delay is solely as a result of Lessee’s actions or inactions, then Rental for the New Second Floor Space shall commence May 1, 2002. (3) Tenant has reasonable access Lessor or Lessee shall not make any changes to Lessor’s Work during the course of construction without the other party’s prior written approval. Lessor shall be responsible for paying any additional costs resulting from changes requested by Lessor unless Lessee’s approval is obtained in advance. Lessee shall have the right to make changes to the PremisesLessor’s Work, and will be responsible for the cost of such changes, provided that any delay in the date the Premises are Ready for Occupancy as a result thereof shall not delay the commencement of Rentals and shall not extend rental abatement periods against the Lessor. 2.2.3. If Tenant occupies (4) For the Premises prior Space Pocket, notwithstanding that it is to said Commencement Datebe completed at the same time as the New Second Floor Space, such occupancy Rental shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancycommence as provided in Section 40(b) below.

Commencement Date. The Commencement Date shall be Commencing on the earliest of to occur of: (ai) the date on which Tenant takes possession occupies any portion of the 4th Floor Space or commences business operations upon the Premises or any part thereof 6th Floor Space, as the case may be; ("Lease Commencement Date"); or (bii) the date on which Landlord's the 4th Floor Work or the 6th Floor Work (as described in Section 14 belowdefined herein) is substantially completed Substantially Completed (as determined defined in Exhibit B attached hereto); or (iii) the date on which the 4th Floor Work or the 6th Floor Work, as the case may be, would have been Substantially Completed but for the occurrence of any Tenant Delay Days (as defined in Exhibit B attached hereto) (such dates referred to herein as the “4th Floor Space Commencement Date” or “4FSCD” and the “6th Floor Space Commencement Date” or “6FSCD”), and expiring on the Expansion Space Expiration Date (as defined below), Tenant shall lease the 4th Floor Space as depicted on Exhibit A-l attached hereto and the 6th Floor Space as depicted on Exhibit A-2 attached hereto, all subject to and in accordance with the terms and conditions of the Lease, as amended hereby. As used herein, the “4th Floor Work” and the “6th Floor Work” shall mean and refer to those certain improvements to the 4th Floor Space and the 6th Floor Space, as the case may be, to be performed by Landlord ("Rental Commencement Date")in accordance with the terms of this Amendment and Exhibit B hereto, including the Connecting Stairwell and/or a Light Well, as provided in Exhibit B hereto. The 4th Floor Work and the 6th Floor Work shall be collectively referred to herein as the “Expansion Space Work. 2.2.1. Notwithstanding ” In connection with the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said dateExpansion Space Work, Landlord shall not be subject perform certain improvements to any liability thereforthe Existing Premises, nor shall such failure affect as indicated in the validity Expansion Space Plans (as defined below) approved by the parties. For purposes of this Lease or Amendment, such improvements shall be included in the obligations definition of the Expansion Space Work. Tenant hereunder or extend hereby acknowledges that Landlord will be performing the term hereof; but in such caseExpansion Space Work during the Term (as extended hereby), and Tenant shall not be obligated entitled to pay rent any additional abatement or perform reduction of Rent or any other obligations of Tenant amount payable under the terms Lease in connection therewith, nor shall the Expansion Space Work be deemed an eviction, actual or constructive, of this Lease, except as may be otherwise provided Tenant. Tenant shall at all times cooperate reasonably and in this Lease, until possession good faith in connection with ▇▇▇▇▇▇▇▇’s prosecution of the Premises is delivered to Tenant. IfExpansion Space Work, howeverincluding, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's optionwithout limitation, by notice in writing to granting Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the PremisesExisting Premises and the Expansion Space and by promptly responding to matters arising in connection with the Expansion Space Work. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. a. The Commencement Date shall be the earliest earlier of (ai) the date on or after May 15, 2005, which is thirty (30) days after the Delivery Date, and (ii) the date Tenant takes possession begins fully staffed operation of or commences business operations upon in all portions of the Premises. Landlord will proceed diligently and make commercially reasonable efforts to achieve a Delivery Date of not later than April 1, 2005. The Delivery Date shall be the date when both the TI Work and Landlord’s Work have been substantially completed in accordance with this Work Letter (excluding items of work and adjustment of equipment and fixtures that can be completed after the Premises or any part thereof (are occupied without causing material interference with Tenant's use of the Premises -- i.e., "Lease Commencement Datepunch list items"); . As used herein, “substantially completed” shall mean the earlier of: (i) the date Landlord has the Premises ready for occupancy by Tenant as evidenced by (a) a permanent or temporary Certificate of Occupancy, and (b) a certificate of substantial completion as to the TI Work and Landlord’s Work as issued by the ▇▇▇▇▇▇ Group, Inc., with the fee for issuance of such certificate being shared equally by Landlord and Tenant, or (ii) the date on which Landlord could have substantially completed the TI Work and Landlord's Work had there been no Excused Delays. Landlord will permit Tenant access to the Building and Premises on and after April 1, 2005 (as described in Section 14 belowregardless of whether Delivery Date has occurred) is substantially completed as determined by for the purpose of installing cabling and other fixtures and equipment. Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot will deliver to Tenant possession of the Premises to on the Delivery Date for Tenant’s set-up, installation of furniture and equipment, move-in, and start-up of business operations. Such early occupancy and use of the Premises by Tenant on said datewill be done in coordination with Landlord and Contractor and will be carried out with the minimum of interruption and disruption of Contractor’s construction, Landlord shall not and will be subject to any liability thereforthe reasonable requirements of Landlord and Contractor. If Landlord fails to achieve Delivery Date by April 15, nor shall 2005 other than as a result of force majeure or Excused Delay, the Commencement Date will be delayed one day for each such failure affect day or delay, and beginning on the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, howeverCommencement Date, Landlord shall not have delivered possession will reimburse Tenant the amount of the Premises within ninety Tenant’s holdover premium charged by Tenant’s existing landlord under its existing lease, in an amount of up to $51,395.78 per month, plus sales tax (90) days following said Scheduled Commencement Date for any reason, other than except that if Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," existing landlord has notified Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord that it is negotiating with a prospective lessee of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such noticepremises under the existing lease, the holdover premium for which Landlord shall submit to reimburse Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises may be up to the date of Landlord's receipt $103,505.56 per month, as more specifically provided in Section 18 of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectexisting lease). 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date shall be the earliest earlier of May 1, 1992 or the date (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after the date on which all of the following conditions have been met: (i) all of the work required to be performed by Tenant on the interior of, and on the main entrance to, the existing building on the Premises pursuant to EXHIBIT C has been substantially completed; (ii) Landlord shall have received a certificate from Tenant's Construction Representative certifying such substantial completion; (iii) a Certificate of Occupancy has been issued by the Town of Norwood permitting the occupancy of the entire existing building on the Premises for the Permitted Uses containing no exceptions which interfere with the use of the Premises for the Permitted Uses; or (b) Tenant commences operations of its receipt business in the entire existing building on the Premises (such date as derived from either clause (a) or (b) above, hereinafter the 'Substantial Completion Date"). The term "substantially completed" as used herein shall mean that the work to be performed by Tenant pursuant to EXHIBIT C has been completed, with the exception of minor items which can be fully completed without material interference with Tenant's use and occupancy of the entire existing building on the Premises for the Permitted Uses and other items which, because of the season or weather or the nature of the item, are not practicable to do at the time, provided that none of such notice, Landlord shall submit items is necessary to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to make the Premises up to tenantable for the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by TenantPermitted Uses. If such written notice the Substantial Completion Date occurs pursuant to clause (b) of intent this Section, Tenant shall comply with those conditions in clause (a) for which it is responsible as promptly as possible following the Substantial Completion Date. Tenant shall as promptly as possible complete any uncompleted work, including minor items and items which earlier were impracticable to cancel by perform. Additionally, Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, shall proceed as aforesaid, then promptly as possible after issuance to eliminate any exceptions contained in either such event Tenant's right to cancel this Lease hereunder shall terminate and be the Certificate of no further force or effect. 2.2.2Occupancy. Possession Upon occurrence of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, Landlord and Tenant shall pay rent for enter into a side letter acknowledging such occupancydate.

Commencement Date. The Term of the Lease shall commence ("Commencement Date shall be Date") on the earliest first day of (a) the first full month following the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof are Substantially Complete ("Lease as hereinafter defined) except that if Substantial Completion occurs on the first day of a month, that date shall be the Commencement Date, and the Lease shall continue in full force and effect for the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Premises shall be deemed to be "); or (b) Substantially Complete" on the earliest of the date on which Landlordwhich: (1) Landlord delivers to Tenant an architect's Work notice of substantial completion, or similar written notice that the Premises are substantially complete and, if required, a certificate of occupancy (or a reasonably substantial equivalent such as described in Section 14 belowa signoff from a building inspector or a temporary certificate of occupancy) is substantially completed as determined by Landlord issued for the Premises, or ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for 2) Tenant first occupies all or any reason Landlord cannot deliver possession portion of the Premises to Tenant on said date, (except for initial fixturing and installation and testing of telecommunications and data processing systems as provided for in Section 25 below). Landlord shall not be subject to any liability therefor, nor shall such failure affect arrange for the validity construction of this Lease or the obligations of certain Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety Improvements (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," B), if any, in accordance with and subject to the terms of the Work Letter. Tenant mayshall, at upon demand after delivery of the Premises to Tenant's option, by notice in writing execute and deliver to Landlord within ten a Commencement Date Memorandum in the form attached hereto as Exhibit C, acknowledging (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1i) the improvements to be provided by Landlord under this Lease are substantially completedCommencement Date, (2ii) the Building Utilities are ready for use in the final square footage of time Premises, and (3iii) Tenant has reasonable access to Tenant's acceptance of the Premises. 2.2.3. If Tenant occupies the Premises prior are not Substantially Complete on the Estimated Commencement Date as extended by Force Majeure events and delays caused by Tenant's action or failure to said Commencement Dateact, such occupancy this Lease shall remain in effect, Landlord shall not be subject to all provisions of any liability, and the Commencement Date shall be delayed until the date the Premises are Substantially Complete. Tenant has determined that the Premises are acceptable for Tenant's use and Tenant acknowledges that, except as may be expressl▇ ▇▇▇▇rwise provided in this Lease, such occupancy shall not change neither Landlord nor any broker or agent has made any representations or warranties in connection with the termination date, and physical condition of the Premises or their fitness for Tenant's use upon which Tenant shall pay rent has relied directly or indirectly for such occupancyany purpose.

Commencement Date. The Commencement Date shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). The Commencement Date of the Lease shall be thirty (30) days after the Premises are substantially complete. Substantial Completion shall be evidenced when (a) final inspection is approved by the City of Carlsbad and Tenant is legally permitted to occupy the Premises for the conduct of its business; (b) all Building systems are in good working order to support the operation of the Premises; and (c) the Tenant Improvements are complete excepting industry-standard punch-list items. 2.2.1. 2.2.1 Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; , but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety sixty (9060) days following said Scheduled Commencement Date for any reason, other than Tenant's Tenants Delays as defined in the Work Letter attached hereto as Exhibit "D," and delays beyond the reasonable control of Landlord, Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceledcancelled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. 2.2.2 Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. 2.2.3 If Tenant occupies the Premises prior to said Commencement DateDate (other than to install and/or store furniture and equipment), such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date shall be the earliest last to occur of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions[February 15, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease 2000] or the obligations of Tenant hereunder or extend day following the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms Substantial Completion Date. For purposes of this Lease, the Substantial Date shall be (i) the first day as of which Lessor's Work has been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without causing undue interference with Lessee's use of the premises (i.e. so-called "punch list" items), (ii) Lessee has been given notice thereof, and, (iii) Lessee has been afforded an opportunity to walk through the building to inspect Lessor's Work and has received certification from Lessor's architect that Lessor's Work has been completed in accordance with the plans and specifications referenced on Exhibit B attached hereto and the Base Building requirements referenced on Exhibit C attached hereto. (iv) LESSOR has secured a Certificate of Occupancy for and on behalf of LESSEE. Further to the extent that the Certificate of Occupancy is withheld for any of LESSEE's work as shown on Exhibit B, LESSOR shall be deemed to have satisfied this provision. Regardless of the requirements set forth in (i) - (iv) above, LESSEE recognizes that certain work to be performed by LESSOR, as identified as LESSOR's Work herein or otherwise, will require certain cooperation by LESSEE. In addition, LESSEE acknowledges and agrees that it is performing certain work, identified as LESSEE's Work and as more fully set forth on Exhibit B hereto. In cooperating with LESSOR's Work and performing LESSEE's Work hereunder, LESSEE agrees to promptly and diligently perform all of its obligations in a commercially reasonable manner, and to take any and all steps as may be otherwise provided necessary to ensure that LESSEE's failure to perform the same does not in this Leaseany way interfere with LESSOR's ability to complete LESSOR's Work hereunder or to obtain the Certificate of Occupancy. In the event that LESSEE fails to perform hereunder, until possession any and all delays caused as a result thereof, shall automatically provide LESSOR with an extension of the Premises is delivered Construction Deadline and any and all deadlines hereunder this Lease for a duration equal to TenantLESSEE's delay. IfWhere LESSEE's default hereunder results in delays to LESSOR's ability to substantially complete LESSOR's Work, howeveror, Landlord to obtain the Certificate of Occupancy, the Substantial Completion Date shall be deemed to be five (5) business days from the date that LESSOR could have satisfied subparagraph (i) above had LESSEE not have delivered possession defaulted hereunder. In addition, LESSEE's failure to perform hereunder, in a prompt and diligent manner, shall also constitute a material default under the terms and conditions of the Premises within ninety (90) days following said Scheduled Lease. Lessor shall complete as soon as conditions permit all "punch list" items, and Lessee shall afford Lessor access to the premises for such purposes. Promptly upon the occurrence of the Commencement Date for any reasonDate, other than Tenant's Delays as defined Lessor and Lessee shall execute a letter substantially in the Work Letter form attached hereto as Exhibit D, but the failure by either party to execute such a letter shall have no effect on the Commencement Date, as hereinabove determined. If the Substantial Completion Date has not occurred by February 15, 2001 (the "D," Tenant mayConstruction Deadline"), at Tenant's option, Lessee shall have the right to terminate this Lease by giving notice in writing to Landlord within ten Lessor not later than thirty (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (1030) days after its receipt the Construction Deadline of Lessee's election so to do, and Lessor shall have 30 days to cure such default. Failing which, this Lease shall cease and come to an end without further liability or obligation on the part of either parting after the giving of such notice, Landlord shall submit except Lessor's obligation to Tenant a statement immediately rebate in full any security deposit delivered to Lessor by Lessee as provided for herein. Such right of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties termination shall be discharged from all obligations hereunder, if Lessee's sole and only if Tenant reimburses Landlord exclusive remedy at law or in equity for all Lessor's failure so to complete such costs and expenses as stated in LandlordLessor's notice within ten (10) days after Tenant's receipt thereof, and Landlord Work on or before the Construction Deadline. The Construction Deadline shall thereupon return automatically be extended for the period of any money previously deposited delays caused by Tenant. If such written notice of intent to cancel Force Majeure or for any delay caused by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectLessee. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. (a) The Commencement Date shall be targeted for the earliest of date set forth in Section 2.03 hereof, but shall be the earlier of: (ai) the date on which the 3rd Floor Tenant takes possession Improvement Work (as defined in Exhibit C) is substantially completed and Tenant can take occupancy of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date")Demised Premises; or (ii) the day on which Landlord obtains a Certificate of Occupancy (temporary or final) or other form of governmental approval permitting Tenant’s occupancy of the 3rd Floor Premises; or (iii) the day on which Tenant takes occupancy of any portion of the Demised Premises; provided that Landlord is not unreasonably delayed in the completion of 3rd Floor Tenant Improvement Work due to Tenant’s Work Changes to the Plans and Specifications, Additional Work requests or Tenant’s delays in giving necessary approvals, in which case the Commencement Date will be accelerated by the number of any such days of delay. Landlord shall inform Tenant of the anticipated date on which it expects to substantially complete the 3rd Floor Tenant Improvement Work and/or receive a Certificate of Occupancy (temporary or final). (b) After the commencement of the Term, Landlord and Tenant shall promptly execute, acknowledge and deliver to each other the Commencement Date Memorandum attached hereto as Exhibit G, which confirms the actual Commencement and Expiration Dates of the Lease. (c) The Expansion Space Effective Date shall be the earlier of: (i) the date on which Landlord's the Expansion Space Tenant Improvement Work (as described defined in Section 14 belowExhibit C) is substantially completed as determined and Tenant can take occupancy of the Expansion Space; or (ii) the day on which Landlord obtains a Certificate of Occupancy (temporary or final if required) or other form of governmental approval permitting Tenant’s occupancy of the Expansion Space; or (iii) the day on which Tenant takes occupancy of any portion of the Expansion Space; provided that Landlord is not unreasonably delayed in the completion of Expansion Space Tenant Improvement Work due to Tenant’s Work Changes to the Plans and Specifications, Additional Work requests or Tenant’s delays in giving necessary approvals, in which case the Expansion Space Effective Date will be accelerated by the number of any such days of delay. Landlord shall inform Tenant of the anticipated date on which it expects to substantially complete the Expansion Space Tenant Improvement Work and/or receive a Certificate of Occupancy ("Rental Commencement Date"temporary or final). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Landlord covenants to use commercially reasonable efforts to cause substantial completion of (i) the Shell Improvements and delivery of the Premises to Tenant for purposes of Tenant's construction of the Tenant Improvements in accordance with the Work Letter on or before April 1, 2001, and (ii) substantial completion of the Base Building Improvements on or before July 1, 2001. If Landlord fails to meet either or both of the foregoing dates due to default on the part of Landlord (as determined in accordance with Article 26 below) or as a result of the occurrence of events of force majeure as described in Article 41 below, then as Tenant's sole remedies for the delay in Tenant's taking possession of the Premises or the completion of the Base Building Improvements, (a) Tenant shall be entitled to one (1) day of free Rent in the Premises for each day that Landlord fails to timely deliver the Shell Improvements and/or the Base Building Improvements as required herein (the "Free Rent Period"); (b) the Rent Commencement Date shall be delayed for the earliest period of delay in substantial completion of the Shell Improvements and/or delivery of the Premises, as applicable, resulting from Landlord's default and for the duration of the Free Rent Period; and (ac) the Expiration Date of the Lease Term shall likewise be extended; provided, that in the event that substantial completion of the Shell Improvements and delivery of the Premises and/or substantial completion of the Base Building Improvements has not occurred on or before January 1, 2002 due to default on the part of Landlord (determined in accordance with Article 26 below) or as a result of the occurrence of events of force majeure as described in Article 41 below, then Tenant shall have the right to terminate this Lease upon ten (10) days' prior written notice to Landlord. The date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver actually delivers possession of the Premises to Tenant on said date, Landlord shall not be subject in accordance with the foregoing is referred to any liability therefor, nor shall such failure affect herein as the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy."

Commencement Date. The term of this lease (the “Term”) shall commence on the date (herein referred to as “Commencement Date Date”) which shall be the earliest earlier of (ai) the date on which Tenant takes possession occupies the Demised Premises for the conduct of or commences their business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (bii) the date when the Demised Premises shall be deemed substantially complete. The Lease shall expire on the latest to occur of (i) May 31, 2029 or (ii) or 120 Months from the 14th Floor Premises CD as provided for in paragraph 48.02 or (iii) the last day of the 120th calendar month after the month in which the Commencement Date occurs (provided that if the Commencement Date is the first day of a month, this Lease shall expire on the last day of the 120th calendar month of the Term) , unless sooner terminated or extended as provided herein (“Expiration Date”). The Demised Premises shall be deemed “substantially complete” on the date that Landlord's Work ’s Initial Improvements (as described hereinafter defined) in Section 14 below) is the Demised Premises shall have been substantially completed as determined by in accordance with all applicable laws (and it shall be so deemed notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment or decoration (“punchlist items”) remained to be performed, the non-completion of which do not materially interfere with Tenant’s use of the Demised Premises), and the Demised Premises have been delivered to Tenant vacant and broom clean. Landlord shall use commercially reasonable efforts to give Tenant at least five ("Rental 5) Business Days prior notice of substantial completion. Landlord and Tenant shall use reasonable efforts to schedule and jointly perform a walk-through of the Demised Premises to confirm that substantial completion has occurred, provided that failure for such walk-though to occur shall in no way delay or toll the Commencement Date"). 2.2.1. Landlord shall use commercially reasonable efforts to complete such punchlist items as soon as possible after receipt of notice thereof, and to minimize interference with Tenant’s conduct of business during such work. Tenant shall commence paying the Basic Annual Rent and additional rent due under this Lease on the date (the “Rent Commencement Date”) that is the later of the date that is five (5) Business Days after the Commencement Date and June 1, 2019. Notwithstanding anything herein to the Scheduled contrary, in the event the Commencement Date set forth in the Basic Lease Provisionsdoes not occur by November 1, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case2019 (“Outside Date”), Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under have the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate by written notice to Landlord, and be upon delivery of no further force or effect. 2.2.2. Possession of the premises such notice this Lease shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, terminated and (3) Tenant has reasonable access to the Premisesneither party shall have any further rights or obligations hereunder. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. (a) The term of this Lease and the estate hereby granted (the “Lease Term”) shall commence on the date that Landlord makes possession of the Premises available to Tenant with the Base Work Substantially Complete pursuant to the Work Letter. Such date of commencement is hereinafter called the “Commencement Date”. If Landlord fails to cause the Commencement Date shall be to occur on or before the earliest date that is [***] following the later to occur of (ax) the date hereof and (y) the date on which the Plans and Specifications are finalized and approved by Landlord and Tenant takes possession in accordance with the terms of the Work Letter (as such date shall be extended on a day for day basis for Force Majeure and Tenant Delay, the “Anticipated Delivery Date”), then the Rent Commencement Date shall be postponed by (i) [***] for each day that occurs during the period commencing on the day immediately following the Anticipated Delivery Date to but not including the earlier to occur of (A) [***] and (B) the date that is [***] after the Anticipated Delivery Date, and (ii) [***] for each day that occurs during the period commencing on the [***] after the Anticipated Delivery Date to but not including the Commencement Date, and any delay in such date shall be Tenant’s sole remedy at law or commences business operations upon in equity (Tenant hereby waiving any right to rescind this Lease and/or to recover any damages on account of such delay other than as expressly set forth in Section 3.1(b) below). Landlord hereby agrees to use commercially reasonable efforts to cause the Commencement Date to occur prior to the Anticipated Delivery Date and Landlord shall keep Tenant reasonably apprised of any anticipated delay in the Substantial Completion of the Base Work. The foregoing is intended to be “an express provision to the contrary” under Section 223¬a of the New York Real Property Law or any successor statute of similar import. If Tenant occupies all or any portion of the Premises prior to the Commencement Date specified above for the normal operation of its business therein (and not for the purpose of installing Tenant’s furniture, fixtures or any part thereof ("Lease equipment prior to the Commencement Date", if the same is permitted hereunder); or , the Commencement Date shall be treated as having occurred on such date of occupancy. (b) If the Commencement Date does not occur on or before the date that is twelve (12) months following the later to occur of (i) the date hereof and (ii) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined the Plans and Specifications are finalized and approved by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth and Tenant in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under accordance with the terms of this Lease, except the Base Work Letter (as may such date shall be otherwise provided extended on a day-for-day basis for Force Majeure (but in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord no event shall not have delivered possession of the Premises within such Force Majeure extension exceed ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," aggregate) and Tenant mayDelay, at the “Outside Date”), then Tenant's option, by in Tenant’s sole discretion, shall have the right to terminate this Lease upon written notice in writing (“Tenant’s Termination Notice”) delivered to Landlord within ten (10) days thereafterafter the Outside Date, advise Landlord time being of the essence. If Tenant does not deliver Tenant's intent to cancel this Lease. Within ’s Termination Notice within the aforesaid ten (10) day period, then Tenant shall be deemed to waived such termination right. If Tenant exercises such termination right and Landlord does not deliver the Premises to Tenant within thirty (30) days after its receipt the giving of such noticeTenant’s Termination Notice (time being of the essence and Force Majeure notwithstanding), then this Lease shall cease and come to an end without further liability or obligation on the part of either party; provided, however, if Landlord shall submit cause the Commencement Date to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's occur within thirty (30) days after receipt of Tenant's notice of intent to cancel. This ’s Termination Notice, this Lease shall thereafter not be canceled, so terminated and the parties Tenant’s termination right under this Section 3.1(b) shall be discharged from all obligations hereunder, if void and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The "Commencement Date Date" shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described defined in Section 14 belowEXHIBIT C) is substantially completed Substantially Complete (as determined by defined in EXHIBIT C), provided, however, that if as part of Landlord's Work, Landlord has not on or before March 15, 2000 (subject to Tenant Delays) laid down a sufficient amount of carpeting, in Landlord's reasonable judgment, to enable Tenant to commence Tenant's Work (as defined in EXHIBIT C) and to prosecute such work continuously to completion on or before April 1, 2000 (the "Rental Commencement Delivery Date"). 2.2.1. Notwithstanding , the Scheduled Commencement Date shall be no earlier than May 1, 2000. Occupancy of the Premises by Tenant prior to the Commencement Date shall be at Tenant's sole risk and deemed pursuant to, and subject to, all of the terms and provisions of this Lease, including the payment of Base Rent, Costs of Electricity, and Tenant's Share of Expense Increases and Tax Increases (as such terms are hereinafter defined), except as may otherwise be expressly set forth herein; provided, however, that except as may be set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such caseEXHIBIT C hereto, Tenant shall not be obligated entitled to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession take occupancy of the Premises or any portion thereof prior to the date it receives notice from Landlord that Landlord's Work is delivered Substantially Complete. Subject to Tenant. If, howeverForce Majeure and Tenant Delays, Landlord will use all reasonable and diligent efforts to achieve Substantial Completion of Landlord's Work on or before the Delivery Date. Subject to Force Majeure, in the event that the Commencement Date, as established hereby and pursuant to the operation of the provisions of EXHIBIT C regarding Tenant Delays, occurs after the Delivery Date, Tenant's Rent (as defined in Section 1.5 below) hereunder shall abat▇ ▇▇ one (1) day for each day that the Commencement Date follows the Delivery Date. Notwithstanding the foregoing, in the event Substantial Completion shall not have delivered possession occurred on or prior to that day which is six (6) months after the execution hereof, subject to an additional period of up to three (3) months if Substantial Completion is delayed by the Premises within ninety occurrence of one or more events of Force Majeure (90) days following said Scheduled Commencement Date for any reasonthe "Outside Delivery Date"), other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, shall be permitted to terminate this Lease by written notice in writing given to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by TenantOutside Delivery Date. If such written notice of intent to cancel by Tenant is not timely received by Landlordso given, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel so terminate this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premiseshave been waived. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date shall be the earliest later of (ai) full execution of the Initial Mortgagee SNDA (as defined in Section 23.01), (ii) full execution of the Initial Condominium Recognition and Attornment Agreement (as defined in Section 23.01), and (iii) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work Substantial Completion Date (as described defined in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"Exhibit B attached hereto). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisionsforegoing, if for any reason Landlord cannot Tenant fails to duly execute and deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect Initial Mortgagee SNDA and/or the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing Initial Condominium Recognition and Attornment Agreement to Landlord within ten (10) business days thereafterfollowing Landlord’s demand therefor, advise Landlord provided such Initial Mortgagee SNDA and/or the Initial Condominium Recognition and Attornment Agreement, as applicable, comply with Section 23.01 below, the occurrence of Tenant's intent the Commencement Date shall no longer be conditioned upon the full execution of the Initial Mortgagee SNDA and/or the Initial Condominium Recognition and Attornment Agreement, as applicable, pursuant to cancel subclauses (i) and/or (ii) above, as applicable, and Tenant shall be deemed to have waived such requirement for all purposes of this Lease. Within Promptly following the Commencement Date, Landlord shall deliver to Tenant a Confirmation of Lease Terms and Dates substantially in the form attached hereto as Exhibit C, and Tenant shall have ten (10) business days after its receipt of thereafter to execute and remit the same to Landlord; provided, however, either party’s failure to so execute and deliver such notice, Landlord instrument shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to not affect in any manner whatsoever the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession validity of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject the Rent Commencement Date, the Expiration Date as determined pursuant to all provisions the terms of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancyor Landlord’s or Tenant’s obligations under this Lease.

Commencement Date. The Commencement Date shall be Term will begin on the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Actual Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord (. The "Rental Actual Commencement Date"). 2.2.1. Notwithstanding " is scheduled to be around the Scheduled Initial Commencement Date set forth in the Basic Lease ProvisionsData Section, if for or unless Landlord is delayed in completing any reason Landlord's "Initial Fit-Out Work" (defined in paragraph 3.04). In the case of any such delay, the Actual Commencement Date shall be the Initial Commencement Date extended to the date on which Landlord cannot deliver tenders possession of the Leased Premises to Tenant, in substantially the condition promised to Tenant on said date, Landlord shall not (for example - as-is & broom clean and/or with substantial completion of Landlord's Initial Fit-Out Work - as may be subject to any liability therefor, nor shall such failure affect the validity set forth in other provisions of this Lease or regarding the obligations condition of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated Leased Premises upon delivery to pay rent or perform any other obligations of Tenant under the terms Tenant). The Actual Commencement Date of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to the following conditions all provisions being satisfied. (1) Landlord shall have performed and made the Leased Premises available to Tenant or its occupancy for Tenant's exclusive use and possession; (2) Landlord has substantially completed the work pursuant to the work and drawings to be approved by Tenant pursuant to Exhibit C - Landlord's Initial Fit-Out Work; (3) A Certificate of Occupancy permitting the occupancy by Tenant of the Leased Premises for its permitted use has been issued by the applicable governmental authority; (4) Landlord has provided that all building systems serving the Leased Premises are in good operating condition and (5) Landlord shall obtain and deliver to Tenant an executed Agreement in recordable form executed by the existing Mortgagee granting the subordination and non-disturbance agreement in form and content reasonably similar to the attached. Landlord shall use reasonably diligent efforts and proceed with due diligence to complete the construction of the Building and Leased Premises and obtain a Certificate of Occupancy for the Building and for the Leased Premises by the Initial Commencement Date of around April 15, 1999. In the event that Landlord has not completed the Building and the Leased Premises by June 15, 1999, then Tenant, at its sole option, shall have the right to terminate this Lease, such occupancy shall not change the termination date, Lease and Tenant shall pay rent for such occupancybe released from any further obligation by so notifying Landlord within fifteen (15) days thereafter.

Commencement Date. The Commencement Date shall be the earliest of (a) As herein used, the date on which phrase "commencement date" shall mean the earlier of: (i) the day Tenant takes opens for business in the demised premises, or (ii) one hundred twenty (120) days after Landlord has delivered to Tenant possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or demised premises as same are to be substantially completed by Landlord and ready for occupancy, as in (b) below. Landlord agrees to deliver the date on which demised premises to Tenant with Landlord's Work (as described in Section 14 belowset forth on Exhibit "B", attached hereto and made a part hereof) is substantially completed as determined by Landlord between July 1, 2006 and October 15, 2006 (the "Rental Commencement DateDelivery Period"). 2.2.1. Notwithstanding Landlord shall give Tenant notice (the Scheduled Commencement Date set forth in "Estimated Delivery Notice") no later than July 1, 2006 of the Basic Lease Provisions, if for any reason status of Landlord's construction and the estimated date that Landlord cannot shall deliver possession of the Premises to Tenant on said datewith Landlord's Work substantially completed (the "Estimated Delivery Date"). Landlord may, but is under no obligation, to revise the Estimated Delivery Date any time prior to thirty (30) days prior to the Estimated Delivery Date (the "Final Delivery Notice Date"), by which time Landlord shall have given Tenant a final notice (the "Final Delivery Notice") of a firm delivery date (the "Final Delivery Date") upon which the Landlord's Work shall be substantially completed and the demised premises delivered to Tenant. Upon the sending of the Final Delivery Notice, Landlord shall have no further right to modify the Final Delivery Date. However, if Landlord has not delivered a Final Delivery Notice by the Final Delivery Notice Date, then the Estimated Delivery Notice shall be the Final Delivery Notice and the Estimated Delivery Date shall be the Final Delivery Date. The Final Delivery Date shall not be subject earlier than (i) thirty (30) days after the date Tenant receives the Final Delivery Notice, or (ii) the first day of the Delivery Period. If Landlord does not deliver the demised premises to any liability thereforTenant as required herein by October 15, nor 2006, Tenant may defer delivery until January 2, 2007. If Landlord does not deliver the demised premises to Tenant thereafter on or before July 1, 2007, Tenant may terminate this Lease. Notwithstanding the foregoing, if Landlord’s failure to deliver the demised premises to Tenant on or before July 1, 2007 is due to an event of force majeure which occurs on or after May 1, 2007, Tenant may not exercise its right to terminate the Lease pursuant to this Section 3(a) for an additional ninety (90) day period. In the event that the demised premises and Landlord's Work are not substantially completed and delivered to Tenant on or before the Final Delivery Date, the minimum rent due hereunder shall such failure affect be adjusted so that, after the validity Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord equal to one (1) day of minimum rent for each day after the Final Delivery Date until delivery of the demised premises is made to Tenant consistent with the terms of this Lease Lease, including substantial completion of the Landlord's Work (“Late Delivery Credit”). In the event Landlord does not provide to Tenant a Final Delivery Notice as required herein and the demised premises and Landlord’s Work is not substantially completed and delivered to Tenant on or before the obligations of Tenant hereunder or extend Final Delivery Date, the term hereof; but in such case, Late Delivery Credit shall not exceed One Hundred Fifty Thousand Dollars and 0/00 ($150,000.00). Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until accept possession of the demised premises prior to the later of (a) substantial completion of Landlord's Work, (b) the first day of the Delivery Period and (c) the Final Delivery Date. Time is of the essence regarding all dates set forth in this Section 3(a). Landlord shall obtain a certificate of occupancy or completion, permit or the local equivalent that is required for Landlord’s Work at the demised premises so that Tenant may obtain a building permit for Tenant’s Work and commence performance of the same. (b) Possession of the demised premises shall not be deemed to have been given to Tenant unless the demised premises are ready for the installation of Tenant's fixtures and finishing work by Tenant, and are free of any violation of laws, ordinances, regulations and building restrictions relating to the possession or use of or construction upon the demised premises, and until Landlord has substantially completed Landlord's Work. Tenant shall supply Landlord with Tenant's prototypical plans and specifications, and Landlord shall prepare plans and specifications for the Premises at Landlord's expense, for Tenant's approval. All such Landlord's Work shall be done at Landlord's expense and in compliance with all applicable federal, state and local laws, rules, regulations and code requirements. Landlord shall obtain a certificate of occupancy or completion, permit or the local equivalent that is required for Landlord’s Work at the demised premises as part of Landlord's Work. (c) Prior to the date on which possession is delivered to TenantTenant as aforesaid, Tenant shall have the right to enter the demised premises at its own risk rent-free for the purpose of preparing for its occupancy, installing fixtures and equipment, and receiving merchandise and other property, provided that it does not unreasonably interfere with Landlord's construction activities. If, however, All work other than that to be performed by Landlord shall not have delivered possession of the Premises is to be done by Tenant within ninety (90) days following said Scheduled Commencement Date for any reasonafter the date possession of the demised premises has been delivered to Tenant, other than at Tenant's Delays expense in accordance with the provisions of this Lease and as defined set forth in the schedule entitled Description of Tenant's Work Letter and attached hereto as Exhibit "D,C" Tenant may, at and made a part hereof. All Tenant's optionWork shall be performed lien free by Tenant, by notice in writing to Landlord a good and workmanlike manner (employing materials of good quality) in compliance with all governmental requirements. In the event a mechanic's lien is filed against the demised premises or the Shopping Center on account of Tenant's Work, Tenant shall discharge or bond off same within ten (10) days thereafterfrom the filing thereof. If Tenant fails to discharge said lien, advise Landlord may bond off or pay same without inquiring into the validity or merits of such lien, and all sums so advanced shall be paid on demand by Tenant as additional rent. (d) From the date upon which the demised premises are delivered to Tenant for its work until the commencement date of the lease term, Tenant shall observe and perform all of its obligations under this Lease (except Tenant's intent obligation to cancel this Leaseoperate and pay minimum rent, percentage rent and "Tenant's Proportionate Share" (defined in Section 16(c) below) of "Maintenance Costs" (defined and provided for in Section 16(b) hereof) "real estate taxes" (defined and provided for in Section 28(b) hereof) and insurance (provided for in Section 28 hereof). Within ten In the event Tenant fails to open for business within one hundred twenty (10120) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date possession of Landlord's receipt of the demised premises has been delivered to Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs in addition to any and expenses is not timely received by all other available remedies, may require Tenant to pay to Landlord, in addition to all other rent and charges herein, as aforesaidliquidated damages and not as a penalty, then in either such event Tenant's right an amount equal to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession one-three hundred sixty five thousandths (1/365) of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay annual minimum rent for each day such occupancyfailure to open continues.

Commencement Date. The Commencement Date shall of the Lease will be the earliest last to occur of (the 503B Commencement Date and the Pharmacy Commencement Date, as said terms are defined below in this Section 1.17. Subject to the right of termination as to the 503B Space set forth in Section 6 of Exhibit “A”, the “503B Commencement Date” will be deemed to have occurred upon the earlier of: a) the date on which Tenant takes possession day immediately after expiration of or commences business operations upon the Premises or any part thereof Early Occupancy Period ("Lease Commencement Date"as said term is defined in Section 5 of Exhibit “A”); or (, b) the date on which Tenant commences full scale business operations within the 503B Space, having received all of the Approvals; and, c) the date Tenant advises Landlord's Work (, in writing, of its waiver of the right to terminate the portion of this Lease applicable to the 503B Space, as described in Section 14 below) said right of termination is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in Section 6 of Exhibit “A”. The “Pharmacy Commencement Date” will be deemed to have occurred upon the Basic Lease Provisionsearlier of: a) two hundred twenty-five (225) days after the Delivery Date of the NCO Space; and, b) the date Tenant commences full scale business operations within the Pharmacy Space. Landlord acknowledges that Tenant will not be deemed to have commenced full scale business operations within the Pharmacy Space as a result of the use thereof by up to fifty-five (55) employees of Tenant working in its call center. However, if more than fifty-five (55) employees of Tenant are working in any portion of the Pharmacy Space, but Tenant is not then utilizing at least seventy-five percent (75%) of the Pharmacy space for any reason Landlord cannot deliver possession the conduct of its business, then Tenant will pay Annual Base Rent for that portion of the Premises to Tenant on that is occupied by said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect employees at the validity rate of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case$15.75/RSF/year. Upon determination, Tenant shall not be obligated to pay rent or perform any shall, upon Landlord’s request, execute and deliver a written statement specifying the Commencement Date, Expiration Date and other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession pertinent dates of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays Term as defined in the Work Letter form that is attached hereto as Exhibit "D," Tenant may, at Tenant's option, “G” and is by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectreference incorporated herein. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date shall be the earliest of (a) As herein used, the date on which phrase “commencement date” shall mean the earlier of: (i) the day Tenant takes possession of or commences opens for business operations upon in the Premises or any part thereof ("Lease Commencement Date"); demised premises or (bii) the date on which Landlord's Work one hundred fifty (as described in Section 14 below150) is substantially completed as determined by days after Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver has delivered possession of the Premises demised premises to Tenant in the condition required by the terms of Section 3(b) of this Lease (the “Required Condition”). Landlord agrees to deliver the demised premises to Tenant in the Required Condition within thirty (30) days after the Effective Date (the “Delivery Date”). If Landlord does not deliver the demised premises to Tenant as required herein within three (3) days after the Delivery Date, Tenant may terminate this Lease or defer delivery until January 2, 2007. If Tenant defers delivery and Landlord does not thereafter deliver the demised premises to Tenant on said dateor before January 2, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case2007, Tenant may terminate this Lease. In the event that the demised premises are not delivered to Tenant in the Required Condition on or before the Delivery Date, the minimum rent due hereunder shall not be obligated adjusted so that, after the Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord equal to pay one (1) day of minimum rent or perform any other obligations for each day after the Delivery Date until delivery of the demised premises is made to Tenant under consistent with the terms of this Lease, except as may be otherwise provided . Time is of the essence regarding all dates set forth in this LeaseSection 3. (b) Possession of the demised premises shall not be deemed to have been given to Tenant until Landlord has, until at its sole cost and expense, delivered actual possession of the Premises premises to Tenant (i) in a water-tight, structurally sound condition, (ii) free of all Hazardous Substances, except those to be removed/abated by Tenant as set forth in Section 3(e) below, (iii) with a new roof, roof decking and roof system for the entire Building and (iv) free of any violation of laws, ordinances, regulations and building restrictions (collectively, the “Required Condition”). All work performed by Landlord to put the demised premises in the Required Condition and all Tenant’s Work shall be performed in compliance with all applicable federal, state and local laws, rules, regulations and code requirements. (c) Subject to the provisions of Section 53 hereof, Tenant shall, at its sole cost and expense, (i) promptly after the demised premises has been delivered to Tenant in the Required Condition, commence performance of the work described on Exhibit “C”, attached hereto and made a part hereof (“Tenant’s Work”) and (ii) within one hundred fifty (150) days after such delivery, cause Tenant’s Work to be completed. Landlord represents that all approvals of the Master Landlord required under the Master Lease have been obtained and that all building and other governmental permits necessary to perform Tenant’s Work can be obtained in the ordinary course of business from the applicable governmental authority. In the event that Master Landlord takes any action, or fails to take any necessary action, and as a result, necessary approvals/permits for the performance of Tenant’s Work cannot be obtained, or additional costs are incurred as a result thereof, or in the event that necessary governmental permits and approvals for Tenant’s Work cannot be obtained, Tenant shall have the right to terminate this Lease by written notice to Landlord, in which event Tenant shall have no further liability hereunder and Landlord shall reimburse Tenant for all costs incurred by Tenant in connection therewith. Tenant’s Work shall be performed lien free by Tenant, in a good and workmanlike manner (employing materials of good quality) in compliance with all governmental requirements. In the event a mechanic’s lien is filed against the demised premises or the Shopping Center on account of Tenant’s Work, Tenant shall discharge or bond off same within thirty (30) days from the filing thereof. If Tenant fails to discharge said lien, Landlord may bond off or pay same without inquiring into the validity or merits of such lien, and all sums so advanced shall be paid on demand by Tenant as additional rent. Prior to the date on which possession of the demised premises is delivered to Tenant as aforesaid, Tenant shall have the right to enter the demised premises at its own risk rent-free for the purpose of preparing for its occupancy, provided that it does not unreasonably interfere with Landlord’s efforts to put the demised premises in the Required Condition. (d) From the date upon which the demised premises are delivered to Tenant for its work or such earlier time that Tenant enters the demised premises to prepare for its occupancy until the commencement date of the lease term, Tenant shall observe and perform all of its obligations under this Lease (except Tenant. If’s obligation to operate and pay minimum rent, however, Landlord shall not have delivered percentage rent and additional rent.) In the event Tenant fails to open for business within one hundred eighty (180) days after the date possession of the Premises within ninety demised premises has been delivered to Tenant, Landlord, in addition to any and all other available remedies, may require Tenant to pay to Landlord, in addition to all other rent and charges herein, as liquidated damages and not as a penalty, an amount equal to one day’s minimum rent for each day such failure to open continues. (90e) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined The parties acknowledge that asbestos is present in the Work Letter premises, as revealed in that certain Pre-Demolition Asbestos Survey Report more fully described in Section 43(b) hereof. Based thereon, Tenant has entered into a contract for the abatement of asbestos at the premises, as more fully set forth on Exhibit C-1, attached hereto hereto. At such time as Exhibit "D," Tenant mayis invoiced for such Report and/or for such abatement work, at Tenant's option, by notice in writing Tenant shall submits copies thereof to Landlord and Landlord shall pay to Tenant the amount of such invoice(s) within ten (10) days thereafter. Such payments by Landlord shall be in addition to payment of the Tenant Allowance as set forth in Section 58 hereof. Notwithstanding anything to the contrary contained herein, advise including Section 36 hereof, in the event Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt does not timely pay the amount of such noticeinvoice(s) to Tenant, (a) Landlord shall submit pay to Tenant a statement of all costs interest on such unpaid amounts at eighteen percent (18%) per annum and expenses incurred or irrevocably committed by Landlord for non-standard improvements (b) Tenant shall have the right to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, deduct any and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs amounts owed Tenant against all minimum rent and expenses all percentage rental (but no other additional rent components) thereafter due Landlord until such time as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession has been credited the full amount of the premises shall be deemed delivered to Tenant when (1invoice(s) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premisesplus applicable interest. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Notwithstanding anything to the contrary contained in the Lease, the Commencement Date shall be the earliest of date which is thirty-eight (a38) days prior to the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which substantial completion of Landlord's Work (other than the "punchlist" items as described set forth in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"1.6 of Exhibit D to the Lease). 2.2.1. Notwithstanding For purposes of determining the Scheduled Commencement Date as set forth in the Basic Lease Provisionsimmediately preceding sentence, if the date of substantial completion of Landlord's Work shall be deemed to be the date that substantial completion of Landlord's Work would have occurred but for any reason Landlord cannot deliver possession of Tenant Delay that occurs after the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity date of this Lease or First Amendment (i.e., for each day of such Tenant Delay the obligations date of substantial completion of Landlord's Work shall be moved forward by one (1) day and specifically excluding any claim of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up Delay arising prior to the date of this First Amendment pursuant to the releases provided in Section 4 of this First Amendment below). Landlord shall provide written notice to Tenant promptly upon the occurrence of substantial completion of Landlord's Work as set forth above (the "Landlord's Work Completion Notice") and upon receipt of such Landlord's Work Completion Notice, the Parties' shall promptly schedule and perform a walk-through inspection of Landlord's Work in the Premises to identify any "punchlist" items all in accordance with and pursuant to Section 1.6 of Exhibit D to the Lease. All Basic Rental and ▇▇▇▇▇▇'s Proportionate Share of the Estimate of the Direct Costs for the period commencing on the Commencement Date through the last day of the first (1st) full month following the Commencement Date (less any amounts of Basic Rental and Direct Costs already received by Landlord including pursuant to Article 1(J) of the Lease) shall be due and payable by Tenant to Landlord within five (5) business days after ▇▇▇▇▇▇'s receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectWork Completion Notice. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. (Section 3.1): The Commencement Date shall be the earliest of earlier to occur of: (ai) the date on upon which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work Substantial Completion (as described in Section 14 belowherein defined) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety Improvements (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Tenant Work Letter attached hereto as Exhibit B (the "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10Work Letter")) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use has occurred in the entire Premises, and (3ii) August 1, 2012 (which August 1, 2012 will be extended by one (1) day for each day Tenant has reasonable access is actually delayed in designing, permitting and constructing the Improvements as a result of an event of Force Majeure (as defined in Section 25.25 hereof) and/or a Landlord Delay (as defined in Section 3.5 of the Tenant Work Letter), but no such extension will continue beyond the date upon which Tenant actually begins to the Premises. 2.2.3. If Tenant occupies conduct its business in the Premises prior to said for the permitted use set forth in Section 1.17 of this Lease. For purposes of determining the Commencement Date, such "Substantial Completion" of the Improvements in the Premises shall occur upon completion of the following: (i) a final certificate of occupancy shall be subject (or its equivalent) has been obtained from the City of Farmers Branch, Texas, and (ii) substantial completion of construction of the Improvements in the Premises in substantial conformance with the Approved Working Drawings (as defined in Section 3.4 of the Tenant Work Letter) has occurred. Notwithstanding the foregoing or anything to all provisions of the contrary contained in this Lease, Landlord and Tenant hereby acknowledge and agree that Tenant will at Tenant's sole election construct the Improvements in the Premises pursuant to a phased construction schedule and in connection with such phased construction, Tenant shall have the right to commence business from portions of the Premises (the "Early Occupancy Space") during the period (the "Early Occupancy Period") from date of substantial completion of the Improvements (if any) relating to such Early Occupancy Space until the Commencement Date, provided that (a) a temporary certificate of occupancy (or its equivalent or other governmental action (e.g,. a final sign-off by the Building Inspector for the portion of the Improvements) shall not change have been issued by the termination dateappropriate governmental authorities for the Early Occupancy Space (or portion thereof), and Tenant (ii) all of the terms and conditions of this Lease shall apply, including Tenant's obligation to pay rent separately for such occupancyreserved parking fees pursuant to the Parking Addendum attached as Exhibit C to this Lease, during the Early Occupancy Period (if any), except that Tenant's obligation to pay monthly Base Rent shall be proportionately reduced to equal an amount equal to the monthly installment of annual rate per rentable square foot (i.e., $1.83) times the rentable area (based upon the BOMA Standard) within the Early Occupancy Space (as the same may exist from time to time during the Early Occupancy Period) as mutually and reasonably agreed upon in good faith by Landlord and Tenant.

Commencement Date. The Commencement Date shall be the earliest term of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof this Lease ("Lease Term") shall be for the period specified in Paragraph 1.5 above, commencing on the date set forth in Paragraph 1.6 ("Commencement Date"); or provided, however, in the event the ADA Work and any UBC Work to be performed by Landlord as to which Landlord has been advised prior to the Execution Date, if any (b) "Landlord's Work"), is not completed by the aforesaid Commencement Date, then the Commencement Date shall be the date on which Landlord's Work (as described in Section 14 below) is substantially completed. Landlord's Work shall be deemed to be substantially completed as determined upon the occurrence of the earlier of the following: (a) The date on which all improvements to be constructed by Landlord have been substantially completed except for punch list items which do not prevent Tenant from using the Premises for its intended use, and the appropriate governmental approvals for occupancy of the Premises have been issued; or (b) The date on which all improvements to be constructed by Landlord would have been substantially completed except for such work as Landlord is required to perform but which is delayed because of any of the following (each, a "Rental Tenant Delay"): (i) fault or neglect of Tenant, acts of Tenant or Tenant's agents (including without limitation delays caused by work done on the Premises by Tenant or Tenant's agents or by acts of Tenant's contractors or subcontractors); (ii) delays caused by change orders requested by Tenant or required because of any errors or omissions in plans submitted by Tenant: and (iii) such work as Landlord is required to perform but cannot complete until Tenant performs necessary portions of construction work it has elected or is required to do; or (c) The date Tenant opens for business in the Premises. If the improvements to be constructed by Landlord are deemed to be substantially completed pursuant to Paragraph 3.1(b) above, Tenant acknowledges that the Commencement Date"). 2.2.1Date shall occur, and therefore Tenant's obligation to pay Rentals shall commence, earlier than the date of actual completion of Landlord's Work. Notwithstanding Landlord's Work shall be deemed to be substantially completed one day earlier than the Scheduled date of actual completion for each day that actual completion is delayed by reason of a Tenant Delay. If the Commencement Date is a date other than the date set forth in Paragraph 1.6, then the Ending Date set forth in Paragraph 1.7, the Basic Lease Provisionsrental adjustment dates set forth in Paragraph 1.8 and any other certain dates specified herein shall be adjusted accordingly. When the Commencement Date, if for any reason Ending Date, rental adjustment dates, and such other dates become ascertainable, Landlord cannot deliver possession and Tenant shall specify the same in writing, in the form of the Premises to Tenant on said dateattached Exhibit D, Landlord which writing shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenantdeemed incorporated herein. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in failure to execute and deliver the Work Letter letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord D within ten thirty (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (1030) days after its receipt of such noticeTenant receives written request from Landlord to do so (subject to any legitimate disagreement by Tenant with the terms thereof, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the which both parties shall use reasonable efforts to resolve) shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel a Default by Tenant is not timely received by Landlord, hereunder. The expiration of the Lease Term or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel sooner termination of this Lease hereunder shall terminate and be of no further force or effectis referred to herein as the "Lease Termination. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy."

Commencement Date. The Upon the Effective Date, the terms and ----------------- provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date (as hereinafter defined). The Term of this Lease shall be commence on that date (the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); ) which is the later of the (i) "Scheduled Commencement Date" specified in Article 1, or (bii) date any portion of the date on which Landlord's Work Premises comprising at least a full floor is deemed Ready for Occupancy (as described such term is defined in Section 14 belowthe Workletter Agreement (as hereinafter defined)). Unless sooner terminated as hereinafter provided, the Term shall end on the "Expiration Date" specified in Article 1. Landlord shall use its commercially reasonable efforts to tender all four (4) is substantially completed as determined by Landlord of the floors comprising the Premises within thirty ("Rental 30) days following the Term Commencement Date"). 2.2.1. Notwithstanding Tenant's obligation to pay Fixed Rent and Operating Expenses and Taxes shall commence on a Floor by Floor basis as each such Floor is tendered to Tenant in its Ready for Occupancy condition. If Landlord does not tender possession of all or any portion of the Premises to Tenant on or before the Scheduled Commencement Date in its Ready for Occupancy condition for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and Tenant shall not be liable for any Rent or any other sums payable by Tenant hereunder with respect to any nontendered portion of the Premises (except for (1) any special services provided by Landlord at Tenant's request with the understanding that Tenant's obligation to pay therefor is not conditioned upon delivery of the Premises and which are not customarily provided to tenants of buildings comparable to the Building except at additional cost and (2) any damages or claims under any indemnities by Tenant set forth in this Lease) until Landlord tenders possession of such portion of the Basic Lease ProvisionsPremises to Tenant in its Ready for Occupancy condition, if unless the delay in tendering possession of the Premises to Tenant is caused by "Tenant Delays" as defined in the Workletter Agreement. If any such delay in Landlord's tendering possession of the Premises to Tenant is caused by Tenant Delays, then Tenant shall be liable for any reason Rent commencing on the date Landlord canwould have been able to tender possession of the Premises to Tenant with the Premises in its Ready for Occupancy condition had there not deliver occurred Tenant Delays. No failure to tender possession of the Premises to Tenant on said dateor before the Scheduled Commencement Date shall in any way affect any other obligations of Tenant hereunder; provided, however, that if Landlord fails to tender possession of the Premises in their Ready for Occupancy condition by December 31, 2000 (the "Termination Date"), which Termination Date shall be extended one (1) day for each day of Tenant Delays, then Tenant shall have the right, upon prior written notice to Landlord, to terminate this Lease, unless, prior to the Termination Date specified in Tenant's Termination Notice, Landlord tenders possession of the Premises to Tenant in their Ready for Occupancy condition. If Tenant elects to so terminate this Lease, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent reimburse Tenant for the costs of the planning, design or perform any other obligations construction of the Improvements (as hereinafter defined) paid for by Tenant under prior to the terms effective date of this Lease, except as may be otherwise provided in this Lease, until possession termination. Once all four (4) floors of the Premises is have been delivered to Tenant. If, howeverand the Commencement Date has been determined, Landlord and Tenant shall execute an amendment to this Lease stating the Commencement Date, the Expiration Date and the dates Fixed Rent commenced for each of the four (4) floors comprising the Premises, but any failure to execute such an amendment shall not affect the determination of such dates hereunder. Tenant shall have delivered possession of the right, prior to the Commencement Date, to enter the Premises within ninety (90) days following said Scheduled Commencement Date for any reasonpurposes of planning, other than constructing and installing Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs furnishings and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use equipment in the Premises, including, without limitation, Tenant's installation of telecommunications and computer cables, provided that in connection with any such early entry (a) Landlord reasonably determines that such entry would not unreasonably impede or interfere with Landlord's construction of the Improvements and (3b) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy Tenant's entry shall be subject to all provisions such safety procedures and restrictions as Landlord's contractor may reasonably impose. To the fullest extent permitted by law but excluding the gross negligence or willful misconduct of this LeaseLandlord or its employees, such occupancy shall not change agents or contractors, Tenant hereby assumes the termination dateentire risk of damage of, and or injury to, any of Tenant's furniture, furniture systems or equipment installed or placed in any portion of the Premises by Tenant shall pay rent for such occupancyprior to the Commencement Date.

Commencement Date. The Commencement Date shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in Article 1 shall be delayed and Base Rent shall be abated to the Basic Lease Provisions, if for any reason extent that Landlord cannot fails to deliver possession of the Premises for any reason on the intended Commencement Date, including but not limited to Tenant on said dateholding over by prior occupants, except to the extent that Tenant, its contractors, agents or employees in any way contribute to such failure. If Landlord shall not so fails for a sixty (60) day initial grace period, or such additional time as may be subject necessary due to any liability thereforfire or other casualty, nor shall such failure affect the validity strikes, lock-outs or other labor troubles, shortages of this Lease equipment or the obligations materials, governmental requirements, power shortages or outages, acts or omissions of Tenant hereunder or extend the term hereof; but in such caseother Persons, or other causes beyond Landlord’s reasonable control, Tenant shall have the right to terminate this Lease by written notice to Landlord any time thereafter up until Landlord delivers the Premises to Tenant. Any such delay in the Commencement Date shall not subject Landlord to liability for loss or damage resulting therefrom, and Tenant’s sole recourse with respect thereto shall be obligated the abatement of Base Rent and right to pay rent terminate this Lease described above. Upon any such termination, Landlord and Tenant shall be entirely relieved of their obligations hereunder, and any Security Deposit and Rent payments shall be returned to Tenant. If the Commencement Date is delayed, the Expiration Date shall be similarly extended (in which case, the parties shall confirm the same in writing). Tenant may enter the Premises during the seven (7) day period prior to the intended Commencement Date (“Early Entry Period”) only for purposes of installing its furniture, fixtures and equipment (including telecommunications and computer equipment) and for purposes of moving into the Premises, (but not for occupancy or perform any other obligations the operation of Tenant’s business). During the Early Entry Period, Tenant under the shall comply with all terms and provisions of this Lease, except as may those provisions requiring the payment of Rent. If Tenant shall be otherwise provided permitted by Landlord in this Lease, until possession of writing to enter the Premises is delivered prior to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled intended Commencement Date for any reasonthe purpose of occupying the same, then the Commencement Date shall be deemed to be such date of occupancy. Landlord shall permit early entry other than Tenant's Delays as defined the Early Occupancy Period in its sole and absolute discretion and only by giving Tenant prior written notice thereof. At any time during the Work Letter attached hereto as Exhibit "D," Term, Landlord may deliver to Tenant maya written notice setting forth the Commencement Date and other reasonable dates and information relating to this Lease (“Notice of Lease Dates”), at Tenant's option, by which notice in writing Tenant shall execute and return to Landlord within ten five (105) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord thereafter the dates set forth on such notice shall thereupon return any money previously deposited by be conclusive and binding; Tenant. If such written notice ’s failure to timely execute and deliver the Notice of intent to cancel Lease Dates shall constitute an acknowledgment by Tenant is not timely received by Landlordthat the statements included in such notice are true and correct, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectwithout exception. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date shall be the earliest of (a) As herein used, the date on which phrase "commencement date" shall mean the earlier of: (i) the day Tenant takes opens for business in the demised premises, or (ii) ninety (90) days after Landlord has delivered to Tenant possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or demised premises as same are to be substantially completed by Landlord and ready for occupancy, as in (b) below. Landlord agrees to deliver the demised premises to Tenant with Landlord's work completed between November 15, 2003 and December 15, 2003 (the "Delivery Period"). Landlord shall give Tenant notice no later than October 15, 2003 (the "Final Delivery Notice") of a firm delivery date on (the "Final Delivery Date") upon which date the Landlord's Work (as described in Section 14 below) is shall be substantially completed as determined by and the Leased Premises delivered to Tenant. Upon the sending of the Final Delivery Notice, Landlord shall have no further right to modify the Final Delivery Date. The Final Delivery Date shall not be earlier than ("Rental Commencement Date"). 2.2.1i) thirty (30) days after the date Tenant receives the Final Delivery Notice, or (ii) the first day of the Delivery Period. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason If Landlord candoes not deliver possession of the Premises demised premises to Tenant as required herein by December 15, 2003, Tenant may defer delivery until February 1, 2004. If Landlord does not deliver the demised premises to Tenant thereafter on or before April 15, 2004, Tenant may terminate this Lease or defer delivery until June 1, 2004. In the event that the demised premises and Landlord's Work are not substantially completed and delivered to Tenant on said dateor before the Final Delivery Date, the minimum rent due hereunder shall be adjusted so that, after the Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord shall not be subject equal to any liability therefor, nor shall such failure affect one (1) day of minimum rent for each day after the validity Final Delivery Date until delivery of the demised premises is made to Tenant consistent with the terms of this Lease or Lease, including substantial completion of the obligations of Tenant hereunder or extend the term hereof; but in such case, Landlord's Work. Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until accept possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements demised premises prior to the Premises up to the date later of (a) substantial completion of Landlord's receipt Work, (b) the first day of Tenant's notice the Delivery Period and (c) the Final Delivery Date. Time is of intent to cancelthe essence regarding all dates set forth in this Section 3(a). This Lease Landlord shall thereafter be canceled, and obtain a certificate of occupancy for the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses demised premises as stated in part of Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectWork. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date Term (defined below) and Tenant’s obligation to pay Rent shall commence on the date that is the day Tenant takes actual possession, which date will be the earliest of no more than ten (a10) business days after the date on which the Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Improvement Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter Letter) has been Substantially Completed (as defined below) (the “Commencement Date. Landlord shall cause the Tenant Improvement Work to be completed pursuant to the work letter attached hereto as Exhibit "D," C (the “Work Letter”), and shall use best efforts to cause the completion of the Final Plans and the Tenant mayImprovement Work to be done in a timely manner, as contemplated in the Work Letter, including, without limitation, Substantial Completion of the Tenant Improvement Work within eight weeks of the completion of the Final Plans (as defined in the Work Letter). “Substantially Complete” or “Substantial Completion” or “Substantially Completed” mean the date that the Parties agree in writing that the Tenant Improvement Work is all but complete, except that final permits may not have been signed by the city, whereby Tenant may take possession and use the Premises as contemplated herein. If, at any time after the Parties agree that the Tenant Improvement Work is Substantially Complete and the date that the final permits are signed by the city, Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord ’s use of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to is encumbered in any manner that prevents Tenant from the date normal operation of Landlord's receipt its business within the Premises as contemplated herein as a result of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received work performed by Landlord, its agents, employees or contractors, Tenant shall be entitled to an equitable abatement of Rent during such period until such time when the Premises are suitable for Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2unimpeded use. Possession During the first twelve (12) months of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions Term of this Lease, such occupancy shall not change Landlord shall, at Landlord's sole cost and expense, repair any defects in the termination date, and construction of the Tenant shall pay rent for such occupancyImprovement Work.

Commencement Date. The Commencement (a) As herein used, the phrase “commencement date” shall mean the earlier of: (i) the day Tenant opens for business in the demised premises, or (ii) one hundred twenty (120) days after Landlord has delivered to Tenant possession of the demised premises as same are to be substantially completed by Landlord and ready for occupancy, as in (b) below. Landlord agrees to deliver the demised premises to Tenant with Landlord’s Work (as set forth on Exhibit “B”, attached hereto and made a part hereof) completed between July 1, 2006 and October 15, 2006 (the “Delivery Period”). Landlord shall give Tenant notice (the “Estimated Delivery Notice”) no later than July 1, 2006 of the status of Landlord’s construction and the estimated date that Landlord shall deliver the Premises to Tenant with Landlord’s Work substantially completed (the “Estimated Delivery Date”). Landlord may, but is under no obligation, to revise the Estimated Delivery Date any time prior to thirty (30) days prior to the Estimated Delivery Date (the “Final Delivery Notice Date”), by which time Landlord shall have given Tenant a final notice (the “Final Delivery Notice”) of a firm delivery date (the “Final Delivery Date”) upon which the Landlord’s Work shall be substantially completed and the demised premises delivered to Tenant. Upon the sending of the Final Delivery Notice, Landlord shall have no further right to modify the Final Delivery Date. However, if Landlord has not delivered a Final Delivery Notice by the Final Delivery Notice Date, then the Estimated Delivery Notice shall be the Final Delivery Notice and the Estimated Delivery Date shall be the earliest of Final Delivery Date. The Final Delivery Date shall not be earlier than (ai) thirty (30) days after the date Tenant receives the Final Delivery Notice, or (ii) the date first day of the Delivery Period. If Landlord does not deliver the demised premises to Tenant as required herein by October 15, 2006, Tenant may defer delivery until January 2, 2007. If Landlord does not deliver the demised premises to Tenant thereafter on which or before July 1, 2007, Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1may terminate this Lease. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisionsforegoing, if for any reason Landlord cannot Landlord’s failure to deliver possession of the Premises demised premises to Tenant on said dateor before July 1, 2007 is due to an event of force majeure which occurs on or after May 1, 2007, Tenant may not exercise its right to terminate the Lease pursuant to this Section 3(a) for an additional ninety (90) day period. In the event that the demised premises and Landlord’s Work are not substantially completed and delivered to Tenant on or before the Final Delivery Date, the minimum rent due hereunder shall be adjusted so that, after the Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord equal to one (1) day of minimum rent for each day after the Final Delivery Date until delivery of the demised premises is made to Tenant consistent with the terms of this Lease, including substantial completion of the Landlord’s Work (“Late Delivery Credit”). In the event Landlord does not provide to Tenant a Final Delivery Notice as required herein and the demised premises and Landlord’s Work is not substantially completed and delivered to Tenant on or before the Final Delivery Date, the Late Delivery Credit shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, exceed One Hundred Fifty Thousand Dollars and 0/00 ($150,000.00). Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until accept possession of the demised premises prior to the later of (a) substantial completion of Landlord’s Work, (b) the first day of the Delivery Period and (c) the Final Delivery Date. Time is of the essence regarding all dates set forth in this Section 3(a). Landlord shall obtain a certificate of occupancy or completion, permit or the local equivalent that is required for Landlord’s Work at the demised premises so that Tenant may obtain a building permit for Tenant’s Work and commence performance of the same. (b) Possession of the demised premises shall not be deemed to have been given to Tenant unless the demised premises are ready for the installation of Tenant’s fixtures and finishing work by Tenant, and are free of any violation of laws, ordinances, regulations and building restrictions relating to the possession or use of or construction upon the demised premises, and until Landlord has substantially completed Landlord’s Work. Tenant shall supply Landlord with Tenant’s prototypical plans and specifications, and Landlord shall prepare plans and specifications for the Premises at Landlord’s expense, for Tenant’s approval. All such Landlord’s Work shall be done at Landlord’s expense and in compliance with all applicable federal, state and local laws, rules, regulations and code requirements. Landlord shall obtain a certificate of occupancy or completion, permit or the local equivalent that is required for Landlord’s Work at the demised premises as part of Landlord’s Work. (c) Prior to the date on which possession is delivered to TenantTenant as aforesaid, Tenant shall have the right to enter the demised premises at its own risk rent-free for the purpose of preparing for its occupancy, installing fixtures and equipment, and receiving merchandise and other property, provided that it does not unreasonably interfere with Landlord’s construction activities. If, however, All work other than that to be performed by Landlord shall not have delivered possession of the Premises is to be done by Tenant within ninety (90) days following said Scheduled Commencement Date for any reasonafter the date possession of the demised premises has been delivered to Tenant, other than at Tenant's Delays ’s expense in accordance with the provisions of this Lease and as defined set forth in the schedule entitled Description of Tenant’s Work Letter and attached hereto as Exhibit "D," “C” and made a part hereof. All Tenant’s Work shall be performed lien free by Tenant, in a good and workmanlike manner (employing materials of good quality) in compliance with all governmental requirements. In the event a mechanic’s lien is filed against the demised premises or the Shopping Center on account of Tenant’s Work, Tenant may, at Tenant's option, by notice in writing to Landlord shall discharge or bond off same within ten (10) days thereafterfrom the filing thereof. If Tenant fails to discharge said lien, advise Landlord may bond off or pay same without inquiring into the validity or merits of such lien, and all sums so advanced shall be paid on demand by Tenant as additional rent. (d) From the date upon which the demised premises are delivered to Tenant for its work until the commencement date of the lease term, Tenant shall observe and perform all of its obligations under this Lease (except Tenant's intent ’s obligation to cancel this Leaseoperate and pay minimum rent, percentage rent and “Tenant’s Proportionate Share” (defined in Section 16(c) below) of “Maintenance Costs” (defined and provided for in Section 16(b) hereof) “real estate taxes” (defined and provided for in Section 28(b) hereof) and insurance (provided for in Section 28 hereof). Within ten In the event Tenant fails to open for business within one hundred twenty (10120) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date possession of Landlord's receipt of the demised premises has been delivered to Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs in addition to any and expenses is not timely received by all other available remedies, may require Tenant to pay to Landlord, in addition to all other rent and charges herein, as aforesaidliquidated damages and not as a penalty, then in either such event Tenant's right an amount equal to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession one-three hundred sixty five thousandths (1/365) of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay annual minimum rent for each day such occupancyfailure to open continues.

Commencement Date. The commencement date for the Landlord Build Premises (the “Landlord Build Premises Commencement Date Date”) shall be occur on the earliest later of (a) December 1, 2018, or (b) subject to the terms of Exhibit D hereto, sixty (60) days following the Substantial Completion of the Landlord’s Work (as such terms are defined in the Work Letter attached as Exhibit D hereto), such sixty (60) day period being referred to herein as the “Tenant Build Out Period”) . The commencement date for the First Floor South Wing Premises (the “First Floor South Wing Premises Commencement Date”) shall occur on the earlier of (a) the date on which Tenant takes possession of or commences occupies the First Floor South Wing Premises and begins conducting business operations upon the Premises or any part thereof ("Lease Commencement Date"); therein, or (b) December 1, 2018. The phrase “begins conducting business” (and other phrases of similar import) shall not include use of the applicable portion of the Premises by Tenant solely for the storage, construction, staging or the construction or installation of Tenant’s Work by Tenant pursuant to Exhibit D of this Lease. As used herein, the term “Commencement Date” shall mean the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by both the First Floor South Wing Premises Commencement Date and the Landlord ("Rental Build Premises Commencement Date"). 2.2.1Date have occurred. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisionsforegoing, if Tenant desires to begin conducting business in all or any part of the First Floor South Wing Premises, the First Floor North Wing Premises, the Fifth Floor Premises, or the Sixth Floor Premises after the same are ready for any reason Landlord cannot deliver possession occupancy but prior to December 1, 2018 (the applicable portion of the Premises being referred to Tenant on said dateherein as the “Early Occupancy Space”), Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, then Tenant shall not have the right to commence such business operations therein by providing written notice to Landlord prior to such use; provided, however, that (1) Tenant shall commence paying Rent hereunder; provided, however, that the Rent due hereunder shall be obligated to pay rent or perform any other obligations prorated based on a fraction the numerator of Tenant under which is the Rentable Area of the Early Occupancy Space and the denominator of which is the Rentable Area of the Premises; (2) such use shall otherwise be in strict accordance with all of the terms and conditions of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, ; and (3) such use shall not accelerate the Commencement Date hereunder. For the avoidance of doubt, Tenant has reasonable access acknowledges and agrees that if Tenant exercises its right to commence business in the First Floor South Wing Premises. 2.2.3. If Tenant occupies , the First Floor North Wing Premises, the Fifth Floor Premises or the Sixth Floor Premises, whether concurrently or serially, prior to said December 1, 2018, then the first date on which Tenant so operates within the entire Premises shall constitute the Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancyDate hereunder.

Commencement Date. This Lease, and the obligation to pay Minimum Annual Rent and additional Rent hereunder (subject to any rent-free period as provided under Section 4(c) above), shall commence on the date (the “Commencement Date”) that is the earlier to occur of: (i) The Monday following Tenant’s occupancy of substantially all of the Premises for the purpose of conducting Tenant’s business in and from the Premises (Tenant plans to move into and occupy the Building in phases over several weeks and the fact that Tenant occupies and opens for business in a part, but less than substantially all, of the Premises shall not in itself trigger Lease Commencement); (ii) If Tenant uses a contractor other than Landlord’s Base Building general contractor for the construction of the Initial Tenant Improvements, the later of (1) 120 days after the Tenant Access Date, or (2) 60 days after the substantial completion of the Base Building and Site Improvements, it being the intent of the parties that if Tenant uses a contractor other than Landlord’s general contractor, Tenant shall have nonexclusive and unrestricted (subject to the provisions of Section 5(a) above) access to the Premises for the 60-day period from 120 days to 60 days prior to the Commencement Date and exclusive access to the Premises (other than access on the part of Landlord or its Agents to complete punchlist items, conduct inspections, or complete any items of unfinished work provided such access does not interfere with or delay Tenant’s work) for the 60-days preceding the Commencement Date. (iii) If Tenant uses Landlord’s general contractor for the construction of the Initial Tenant Improvements, the later of (i) the first Monday following the date that is 60 days after the date of substantial completion of the Initial Tenant Improvements (exclusive of the installation of the Tenant’s equipment, furniture and personal property; this work is contemplated to occur during the 60-day period following the substantial completion of the Initial Tenant Improvements), or (ii) the date of substantial completion by Landlord of the Base Building and Site Improvements. Tenant shall use all reasonable diligence to cause substantial completion of the Initial Tenant Improvements (exclusive of the installation of the Tenant’s equipment, furniture and personal property; this work is contemplated to occur during the 60-day period following the substantial completion of the Initial Tenant Improvements) to occur within 60 days of the Tenant Access Date. Without limiting the foregoing, If Tenant uses Landlord’s general contractor for the construction of the Initial Tenant Improvements, Tenant shall contract with Landlord’s general contractor, and provide Landlord’s general contractor with construction plans and specifications, material selections and other appropriate information sufficiently in advance of the Tenant Access Date so that such general contractor can commence construction of the Initial Tenant Improvements as of the Tenant Access Date and proceed with construction without delay resulting from failure of Tenant to timely approve plans or select materials. Tenant’s construction contract shall obligate such general contractor to substantially complete the Initial Tenant Improvements within 60 days of the Tenant Access Date. If construction of the Initial Tenant Improvements is delayed as a result of any such delay caused by Tenant, the Commencement Date shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("this Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1would have commenced but for such delay. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if The 60-day period for any reason Landlord cannot deliver possession completion of the Premises Initial Tenant Improvements contemplated in subsections (ii) and (iii) above shall be extended for delay resulting from Force Majeure events, applying to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity same definition of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing “Force Majeure” applicable to Landlord within ten (10under Section 4(c) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectabove. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date shall be the earliest of (a) As herein used, the phrase “commencement date” shall mean the earlier of: (i) the day Sublessee opens for business in the demised premises, or (ii) ninety (90) days after Sublessor has delivered to Sublessee possession of the demised premises as same are to be substantially completed by Sublessor and ready for occupancy, as in (b) below. The anticipated delivery date is within six (6) months of a fully executed sublease agreement. Sublessee shall not be required to accept delivery between 11-01-00 and 01-31-01. Should Sublessee not receive possession by 01-31-01, Sublessee at its option may terminate this sublease agreement by notice to Sublessor at any time prior to delivery of possession of the demised premises to Sublessee. Notwithstanding the above, Sublessor shall give Sublessee at least sixty (60) days advance written notice of its anticipated delivery date, so that Sublessee might plan accordingly. (b) Possession of the demised premises shall not be deemed to have been given to Sublessee unless the demised premises are ready for the installation of Sublessee’s fixtures and finishing work by Sublessee, and are free of any violation of laws, ordinances, regulations and building restrictions relating to the possession or use of or construction upon the demised premises. Sublessor’s work is listed on Exhibit “B”, attached hereto and made a part hereof. (c) Prior to the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to TenantSublessee as aforesaid, Sublessee shall have the right to enter the demised premises at its own risk rent-free for the purpose of preparing for its occupancy, installing fixtures and equipment, and receiving merchandise and other property, provided that it does not unreasonably interfere with Sublessor’s construction activities. If, however, Landlord shall not have delivered possession of the Premises All work other than that to be performed by Sublessor is to be done by Sublessee within ninety (90) days following said Scheduled Commencement Date for any reasonafter the date possession of the demised premises has been delivered to Sublessee, other than Tenant's Delays at Sublessee’s expense in accordance with the provisions of this Sublease and as defined set forth in the schedule entitled Description of Sublessee’s Work Letter and attached hereto as Exhibit "D," Tenant may“C” and made a part hereof. (d) From the date upon which the demised premises are delivered to Sublessee for its work until the commencement date of the sublease term, at Tenant's optionSublessee shall observe and perform all of its obligations under this Sublease (except its obligation to operate and to pay minimum rent, by notice percentage rent, its pro rata share of maintenance costs, provided for in writing Section 16 hereof, its pro rata share of real estate taxes provided for in Section 28 hereof and its prorata share of insurance provided for in Section 29 hereof). In the event Sublessee fails to Landlord open for business within ten ninety (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (1090) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date possession of Landlord's receipt of Tenant's notice of intent the demised premises has been delivered to cancel. This Lease shall thereafter be canceledSublessee, Sublessor, in addition to any and the parties shall be discharged from all obligations hereunderother available remedies, if may require Sublessee to pay to Sublessor, in addition to all other rent and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlordcharges herein, as aforesaidliquidated damages and not as a penalty, then in either such event Tenant's right an amount equal to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession one-one hundred eightieth (1/180) of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay annual minimum rent for each day such occupancyfailure to open continues.

Commencement Date. The "Space A Commencement Date" shall be one hundred twenty (120) days after the date possession of Space A (exclusive of the 189 s.f. storage closet which constitutes a portion thereof) is tendered to Tenant, except as may otherwise be provided in Exhibit C, including with regard to delay in Substantial Completion of Tenant's Work due to Landlord Delays (as defined in Exhibit C). If possession of Space A is tendered to Tenant on December 1, 1998, then the Space A Commencement Date shall, subject to Landlord Delays, be April 1, 1999. The "Space B Commencement Date" shall be the earliest of one hundred twenty (a120) days after the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which LandlordSpace B is tendered to Tenant, except as may otherwise be provided in Exhibit C, including with regard to delay in Substantial Completion of Tenant's Work due to Landlord Delays (as described defined in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"Exhibit C). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for Occupancy of any reason Landlord cannot deliver possession portion of the Premises by Tenant prior to the Commencement Date for such portion shall be at Tenant's sole risk and deemed pursuant to, and subject to, all of the terms and provisions of this Lease, except those involving the payment of Base Rent, and Tenant's Share of Expense Increases and Tax Increases (as such terms are hereinafter defined), except as may otherwise be expressly set forth herein; provided, however, that in no event shall Tenant on said datebe entitled to take occupancy thereof prior to the date it receives notice from Landlord that Landlord is ready to tender possession thereof to Tenant. Promptly after the Space A Commencement Date, Landlord and Tenant hereby agree to execute a Declaration, in the form attached hereto as Exhibit B, to confirm the Space A Commencement Date. Promptly after the Space B Commencement Date, Landlord and Tenant hereby agree to execute a Declaration, in the form attached hereto as Exhibit B, to confirm the Space B Commencement Date. Tenant's failure to execute either Declaration shall not be subject to any liability thereforaffect either Commencement Date nor the Lease Expiration Date, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under as same are determined by the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date of the Lease shall be the earliest earlier of (a) the date on which which: (i) Tenant takes possession of or commences business operations upon any portion of the Premises or any part thereof in order to conduct business thereon; ("Lease Commencement Date"ii) the Premises would have been Ready for Occupancy but for Tenant Delays (as defined in the Improvement Agreement attached hereto as Exhibit B); or (biii) the Premises are Ready for Occupancy, but, in the case of (ii) and (iii), in no event before the Estimated Commencement Date. The Premises shall be deemed “Ready” or “Occupancy” on the date on which Landlord's Work of substantial completion (as described in Section 14 belowdefined herein) is substantially completed as determined of all Landlord’s Work to be constructed by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease ProvisionsPremises (but not the Cafeteria and Fitness Center, if for any reason Landlord cannot deliver possession of the Premises to which Tenant on said date, Landlord acknowledges shall not be subject to any liability therefor, nor shall such failure affect substantially completed until after the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this LeaseCommencement Date), except as may be otherwise provided in this Lease, until possession of for punchlist items which do not prevent Tenant from using the Premises is delivered to Tenantfor the Permitted Uses. IfTenant shall, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after receipt of demand, execute and deliver to Landlord a Commencement Date Memorandum in the form attached hereto as Exhibit C acknowledging the actual Commencement Date of this Lease. For purposes of this Lease, “substantial completion’ shall mean the date by which all of the following have occurred: (i) Landlord has substantially completed the Landlord’s Work (other than the Cafeteria and the Fitness Center) in accordance with Exhibit B of this Lease; (ii) Landlord has delivered possession of the Premises and the Landlord’s Work (other than the Cafeteria and the Fitness Center) to Tenant's receipt thereof, ; and (iii) Landlord shall thereupon return any money previously deposited has obtained a temporary certificate of occupancy from the appropriate governmental authorities required for the legal occupancy of the Premises by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access Notwithstanding anything to the Premises. 2.2.3. If Tenant occupies contrary contained in this Lease, if the Premises prior to said Commencement DateCafeteria and Fitness Center are not Ready for Occupancy by October 1, such occupancy 2002 (which date shall be subject to all provisions extension for Tenant Delays and up to ninety (90) days of this LeaseForce Majeure Delays (as defined in Exhibit B, such occupancy shall for each day thereafter that either the Cafeteria or the Fitness Center are not change the termination dateReady for Occupancy, and Tenant shall pay rent for such occupancyreceive as a credit against Base Rent (as defined in Section 3.1 below) liquidated damages in the amount of Five Hundred Dollars ($500.00) per day.

Commencement Date. The Term of the Lease shall commence ("Commencement Date shall be Date") on the earliest first day of (a) the first full month following the date on which the Premises are Substantially Complete (as hereinafter defined) except that if Substantial Completion occurs on the first day of a month, that date shall be the Commencement Date, and the Lease shall continue in full force and effect for the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Premises shall be deemed to be "Substantially Complete" on the earliest of the date on which: (1) Landlord files or causes to be filed with the City in which the Premises are located (if required) and delivers to Tenant takes possession an architect's notice of substantial completion, or similar written notice that the Premises are substantially complete, (2) Tenant commences business operations upon in the Premises or any part thereof ("Lease Commencement Date"); Premises, or (b3) a certificate of occupancy is issued for the date on which Landlord's Work Premises. Landlord shall arrange for the construction of certain Tenant Improvements (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth defined in the Basic Lease ProvisionsWork Letter), if for any reason Landlord cannot deliver possession any, in accordance with and subject to the terms of the Work Letter attached hereto as Exhibit "B". Tenant shall, upon demand after delivery of the Premises to Tenant Tenant, execute and deliver to Landlord a Commencement Date Memorandum in the form attached hereto as Exhibit "C" acknowledging (i) the Commencement Date, (ii) the final square footage of the Premises, and (iii) Tenant's acceptance of the Premises. If the Premises are not Substantially Complete on said datethe Estimated Commencement Date, this Lease shall remain in effect, Landlord shall not be subject to any liability thereforliability, nor and the Commencement Date shall such failure affect be delayed until the validity of this Lease or date the obligations of Premises are Substantially Complete. Tenant hereunder or extend has determined that the term hereof; but in such case, Premises are acceptable for Tenant's use and Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Leaseacknowledges that, except as may be otherwise provided set forth in this Leasethe Work Letter, until possession neither Landlord nor any broker or agent has made any representations or warranties in connection with the physical condition of the Premises or their fitness for Tenant's use upon which Tenant has relied directly or indirectly for any purpose. Notwithstanding the foregoing, if Landlord has not delivered the Premises to Tenant with Substantial Completion of the Tenant Improvements by the date which is delivered six (6) months after Tenant's approval of the Construction Drawings pursuant to Tenant. IfSection 1 of the Work Letter, subject to any delays caused by Force Majeure and Tenant Delays, then Tenant shall have the right to terminate this Lease upon thirty (30) days' notice to Landlord; provided, however, that if upon such 30-day notice Landlord shall not have delivered possession of can substantially complete the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord Improvements within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to notify Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent ability to cancel. This Lease shall thereafter be canceled, and so complete the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, Improvement work and Tenant shall pay rent for such occupancyhave no right to terminate this Lease.

Commencement Date. This Lease, and the obligation to pay Minimum Annual Rent and additional Rent hereunder (subject to any rent-free period as provided under Section 4(c) above), shall commence on the date (the "Commencement Date") that is the earlier to occur of: (i) The Monday following Tenant's occupancy of substantially all of the Premises for the purpose of conducting Tenant's business in and from the Premises (Tenant plans to move into and occupy the Building in phases over several weeks and the fact that Tenant occupies and opens for business in a part, but less than substantially all, of the Premises shall not in itself trigger Lease Commencement); (ii) If Tenant uses a contractor other than Landlord's Base Building general contractor for the construction of the Initial Tenant Improvements, the later of (1) 120 days after the Tenant Access Date, or (2) 60 days after the substantial completion of the Base Building and Site Improvements, it being the intent of the parties that if Tenant uses a contractor other than Landlord's general contractor, Tenant shall have nonexclusive and unrestricted (subject to the provisions of Section 5(a) above) access to the Premises for the 60-day period from 120 days to 60 days prior to the Commencement Date and exclusive access to the Premises (other than access on the part of Landlord or its Agents to complete punchlist items, conduct inspections, or complete any items of unfinished work provided such access does not interfere with or delay Tenant's work) for the 60-days preceding the Commencement Date. (iii) If Tenant uses Landlord's general contractor for the construction of the Initial Tenant Improvements, the later of (i) the first Monday following the date that is 60 days after the date of substantial completion of the Initial Tenant Improvements (exclusive of the installation of the Tenant's equipment, furniture and personal property; this work is contemplated to occur during the 60-day period following the substantial completion of the Initial Tenant Improvements), or (ii) the date of substantial completion by Landlord of the Base Building and Site Improvements. Tenant shall use all reasonable diligence to cause substantial completion of the Initial Tenant Improvements (exclusive of the installation of the Tenant's equipment, furniture and personal property; this work is contemplated to occur during the 60-day period following the substantial completion of the Initial Tenant Improvements) to occur within 60 days of the Tenant Access Date. Without limiting the foregoing, If Tenant uses Landlord's general contractor for the construction of the Initial Tenant Improvements, Tenant shall contract with Landlord's general contractor, and provide Landlord's general contractor with construction plans and specifications, material selections and other appropriate information sufficiently in advance of the Tenant Access Date so that such general contractor can commence construction of the Initial Tenant Improvements as of the Tenant Access Date and proceed with construction without delay resulting from failure of Tenant to timely approve plans or select materials. Tenant's construction contract shall obligate such general contractor to substantially complete the Initial Tenant Improvements within 60 days of the Tenant Access Date. If construction of the Initial Tenant Improvements is delayed as a result of any such delay caused by Tenant, the Commencement Date shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; would have commenced but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectdelay. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date shall be the earliest of (a) Landlord, at its cost and expense, will complete the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as defined and described in Section 14 belowExhibit C) is substantially and obtain a Certificate of Occupancy for the Building, prior to the commencement of construction of the Improvements (as defined and described in Exhibit C) in the Premises [except for that portion of Landlord's Work related to the installation of certain variable air volume boxes in the Premises ("Landlord VAV Work, " as defined in Paragraph A.2 of Exhibit C), which the parties acknowledge will be completed as determined by Landlord after Landlord's delivery of possession of the Premises to Tenant but prior to: (i) January 31, 2000, with respect to the third and fifth floor portions of the Premises, and (ii) with respect to the remaining portions of the Premises, within forty - five (45) days following the Tenant's commencement of construction with respect to each portion of the Premises [which commencement of construction shall be no earlier than the date by which Tenant has received written approval from Landlord of Final Plans (as defined in Exhibit C) for the Improvements (as defined in Exhibit C) for such portion of the Premises (which Final Plans shall contain all necessary details and specifications regarding such Landlord VAV Work)] (collectively, "Rental Commencement DateVAV Completion Dates"). Following Landlord's delivery of possession of the Premises in accordance with the terms hereof, the Improvements will be constructed in the Premises at Tenant's expense (subject to contribution from Landlord in the form of the Tenant Allowance, as defined and provided in Exhibit C). Tenant will act as construction manager with respect to the performance of the Improvements. Landlord and Tenant will cooperate in order to allow Tenant to timely complete the Improvements and Landlord to timely complete the Landlord VAV Work following the delivery of possession of the Premises to Tenant. 2.2.1(b) Landlord shall substantially complete Landlord's Work (other than the Landlord VAV Work), obtain a Certificate of Occupancy for the Building and deliver possession of the Premises to Tenant in order to allow Tenant to complete the Improvements therein. Notwithstanding On the Scheduled Commencement Date set forth in date that Landlord substantially completes Landlord's Work (except for the Basic Landlord VAV Work) and obtains such Certificate of Occupancy, Landlord shall deliver possession of the Premises to Tenant, and such date shall be deemed the "Delivery Date," as such term is used herein. The parties shall both execute and deliver (which delivery may be made initially by delivery of executed signature pages via facsimile to the parties' respective counsel) this Lease Provisionson such Delivery Date, which date is targeted to be January 7, 2000. However, if for the Delivery Date is delayed beyond such targeted Delivery Date or any reason other date scheduled or targeted as the Delivery Date by mutual agreement of Landlord canand Tenant, Landlord shall not have any liability whatsoever to Tenant on account of such failure to deliver possession of the applicable portion of the Premises to Tenant (except as expressly provided in this subparagraph (b)) and this Lease shall not be rendered void or voidable as a result of such delay. However, notwithstanding the foregoing, if Landlord does not deliver possession of the Premises to Tenant in accordance with the foregoing terms on said datethe targeted Delivery Date, Landlord shall provided that such delay is not be subject to any liability therefor, nor shall such failure affect the validity of this Lease caused solely by an act or the obligations omission of Tenant or Tenant's employees, agents or contractors, Tenant shall receive a credit against its first occurring Base Rent obligations hereunder beginning on the Commencement Date in an amount equal to one (1) days' Base Rent (which amount will be determined by pro-rating one full monthly installment of Base Rent payable with respect to the Initial Portion of the Premises beginning on the Commencement Date on a per diem basis based upon a thirty-one (31) day month) for each day that Landlord's delivery of the Premises in accordance with the foregoing terms is delayed beyond such targeted Delivery Date. In addition, if Landlord fails to complete the Landlord VAV Work by the targeted VAV Completion Dates set forth in subparagraph (a) above, provided that such delay is not caused solely by an act or extend omission of Tenant or Tenant's employees, agents or contractors, Tenant shall receive a credit against its first occurring Base Rent obligations hereunder with respect to that portion of the term hereof; but Premises for which such Landlord VAV Work is not completed beginning on the Commencement Date applicable to such portion of the Premises (the Commencement Date, Interim Commencement Date or Final Commencement Date, as set forth in greater detail below) in an amount equal to one (1) days' Base Rent (which amount will be determined by pro-rating one full monthly installment of Base Rent payable with respect to the applicable Portion of the Premises beginning on the applicable Commencement Date on a per diem basis based upon a thirty-one (31) day month) for each day that Landlord's completion of such case, Landlord VAV Work is delayed beyond such targeted VAV Completion Date. The parties acknowledge that Tenant shall not be obligated to pay rent or perform any Base Rent during such period of early occupancy between the Delivery Date and the Commencement Date . However, Tenant covenants and agrees that such occupancy shall be deemed to be under all of the other obligations terms, covenants, conditions and provisions of this Lease (except that Tenant under shall not be obligated to pay for temporary electric service to the terms Premises prior to the Commencement Date). (c) Upon the full execution and delivery of this Lease, except as may be otherwise provided in this Lease, until Tenant shall take possession of the Premises is delivered and shall have the right to Tenantenter upon the same to construct the Improvements therein. IfThe Improvements shall be completed by Tenant in a safe manner and in conformity and compliance with: (i) the requirements and specifications set forth in this subparagraph (c), however(ii) all applicable laws, Landlord shall not have delivered possession statutes, rules, regulations, orders, ordinances, codes, approvals, permits, interpretations, directives and requirements, of all federal, state, county, municipal and city legislatures, executive offices, courts, departments, bureaus, boards, agencies, offices, commissions and other sub-divisions thereof, or of any official thereof, or of any other governmental, judicial, public, quasi-public or quasi-judicial authority (collectively, "governmental authorities"), and the Premises within ninety National Board of Fire Underwriters or any other body exercising similar functions (90collectively, "Requirements") days following said Scheduled Commencement Date for any reasonapplicable thereto, other than Tenant's Delays and (iii) the Final Plans (as defined in Exhibit C) (and any additional or modified plans and specifications) approved therefor in writing by Landlord. All Improvements shall be completed in a first class workmanlike manner, using only new materials, fixtures and equipment, and shall be performed by reputable contractors and subcontractors who are licensed to conduct business in the Work Letter attached hereto as Exhibit "D," Commonwealth of Virginia, and such contractors and subcontractors shall be subject to Landlord's prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed). At all times during performance of the Improvements, Landlord and its representatives shall have the right to enter upon the Premises for the purpose of inspecting construction and progress of the same and compliance with the foregoing (provided that in exercising such right, Landlord will not materially interfere with performance of the Improvements). Prior to commencing any work with respect to the Improvements, and thereafter until the same are completed, Tenant may, at shall obtain and maintain and/or cause Tenant's optioncontractor to obtain and maintain insurance against: claims under workmen's compensation and other employee benefit acts, by notice in writing with limits not less than $500,000.00; claims for damages because of bodily injury, including death, to Landlord within ten (10) days thereaftersaid contractor's employees and all others, advise Landlord with a single limit of $5,000,000.00 per person and per occurrence; and damages to property with limits of $5,000,000.00. Throughout the period during which the Improvements are being performed, Tenant and Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs contractors and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when subcontractors shall: (1) keep the improvements Building, the Land and all areas adjacent thereto free to be provided by Landlord under this Lease are substantially completeddebris, refuse, equipment, materials and personal property, (2) initiate, maintain and supervise all necessary safety precautions and programs in connection with the Building Utilities are ready work and take all reasonable precautions for use in the safety of, and provide all reasonable protection to prevent damage, injury or loss to all employees on the work site and other persons who may be affected thereby, all the work and all the materials and equipment to be incorporated therein, and other property at the work site or adjacent thereto, such precautions to include without limitations the furnishings of guard rails and barricades and the securing of the Premises. Immediately upon the completion of the Improvements: (i) Tenant shall remove and cause Tenant's contractors and any subcontractors to remove any and all debris, refuse, equipment, materials and personal property left on the Premises, in the Building, on the Land or any area adjacent thereto, and (3ii) Tenant has reasonable access shall deliver to Landlord full and complete lien releases executed by all of Tenant's contractors and subcontractors and any other party providing services or materials with respect to the Improvements or the Premises. During Tenant's performance of the Improvements and Tenant's initial "move-in" into the Premises, Tenant will have exclusive use, at no additional cost to Tenant, of one (1) freight elevator or hoist and one (1) passenger elevator. 2.2.3. If (1) The Commencement Date shall be the earlier to occur of (i) March 1, 2000, and (ii) the date on which Tenant occupies substantially completes the Improvements in the Initial Portion (as defined below) of the Premises prior to said and such Initial Portion can be occupied for business operations (including the completion of other work and installations beyond the Improvements necessary for Tenant's business operations); (2) the Interim Commencement Date, such occupancy Date shall be the earlier to occur of: (i) June 1, 2000, and (ii) the date on which Tenant substantially completes the Improvements with respect to an additional (over and above the Initial Portion) full floor of the Premises (the "Interim Portion" of the Premises) and such Interim Portion can be occupied for business operations (including the completion of other work and installations beyond the Improvements necessary for Tenant's business operations) (subject to all provisions of further adjustment as set forth below in this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.subparagraph (d)); and

Commencement Date. The (a) As used in this Lease, "Commencement Date" shall mean the ----------------- earlier of (i) the first date of use or occupancy of all or any portion of the Initial Leased Premises by Tenant for the purpose of conducting its business, or (ii) the Completion Date (defined below) for the Initial Leased Premises provided that the Completion Date shall be accelerated by the earliest number of (a) days the date on which achievement of the Completion Date is delayed as the result of Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1Delays. Notwithstanding anything to the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such casecontrary contained herein, Tenant shall not be obligated permitted to pay rent occupy the Initial Leased Premises prior to the date of Substantial Completion of the Tenant Improvements if Landlord determines in its sole discretion that such occupancy may cause undue interference or perform any other obligations delay in the completion of the Tenant under Improvements. As used in this Exhibit C-1, "Completion Date" with respect to ----------- --------------- the terms Initial Leased Premises shall mean the date on which there is Substantial Completion of the Tenant Improvements for the Initial Leased Premises as described in Paragraph 2(e) of this LeaseExhibit C-1. Landlord and Tenant estimate ----------- that the Completion Date will be February 1, except as may 1999; however in no event shall such estimate be otherwise provided binding on Landlord or Tenant. As used in this Exhibit C-1, "Tenant Delay," shall mean the ----------- ------------ number of days that the occurrence or achievement of the particular event or date identified in this Lease, until possession including without limitation the Completion Date, is delayed as a result of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90i) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as failure to meet the dates established in this Exhibit C-1, (ii) Long Lead Time Items (defined in below), (iii) any changes ----------- to the Work Letter attached hereto as Exhibit "D," Tenant mayImprovements requested to be made by Tenant (and approved by Landlord), at (iv) Tenant's optionfailure to sufficiently respond to Landlord's inquiries pursuant to Paragraph 1(c), (v) any breach by notice in writing to Landlord within ten (10) days thereafter, advise Landlord Tenant of Tenant's intent to cancel its obligations under this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit including without limitation, the failure to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceledcomply with this Exhibit C-1, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10vi) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel other delays caused by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs engineers, ----------- architects (including Tenant Architect), consultants, employees, agents, contractors and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectsubcontractors. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. Landlord and Tenant shall use their best ----------------- efforts to complete the Building and the Initial Tenant Improvements in accordance with Exhibit B hereto on the date specified in Section 1(f) or as soon thereafter as practicable. The "Commencement Date" shall mean the date that the initial portion of the Premises described in Exhibit C, Section 2 (the "Initial Premises") are substantially completed and made available for Tenant's occupancy. It is presently estimated that the term of this Lease shall commence on July 1, 2000. The determination of the Commencement Date with respect to the Initial Premises shall depend on which contractor is selected to construct the Initial Tenant Improvements. If Tenant selects Landlord's shell and core contractor ("Landlord's Contractor"), Landlord shall cause the Commencement Date to occur by July 1, 2000. If Landlord's Contractor is the low bidder for construction of the Initial Tenant Improvements, in accordance with the terms of Exhibit B, but Tenant chooses another contractor, the Commencement Date shall be deemed to occur on the date that it otherwise would have occurred had Landlord's Contractor been chosen to construct the Initial Tenant Improvements. If Landlord's Contractor is not the low bidder and Tenant selects the contractor that is the low bidder, Landlord shall cause the Commencement Date to occur by September 1, 2000. All of the foregoing dates are subject to the delay provisions contained in Section 3(d) below. The contractor so selected to construct the Tenant Improvements shall be hereinafter referred to as the "Tenant Improvement Contractor." The Commencement Date with respect to the Initial Premises shall be deemed to occur on (A) the later of(I) the completion date specified in the notice ("30 Day Notice") delivered to Tenant at least thirty (30) days prior to the date that the Initial Premises will be completed for occupancy or (II) the date the entirety of the Initial Premises is in fact delivered to Tenant with all of Landlord's Work and the Initial Tenant Improvements substantially completed, or (B) such earlier date as Landlord would have been able to so deliver the entire Premises to Tenant but for Tenant Delay (defined below). Subject to Tenant Delay or other causes beyond Landlord's control, Landlord shall use its best efforts to deliver the Premises to Tenant no later than the completion date specified in the 30 Day Notice. Notwithstanding the foregoing, the Commencement Date shall be deemed to have occurred with respect to the Initial Premises on the date Tenant first occupies the Initial Premises for normal business operations, if such date is earlier than the dates described above, provided that so long as Tenant is not in occupancy of the Initial Premises the Commencement Date shall not occur earlier than July 1, 2000. The Commencement Date shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject deemed to any liability therefor, nor occur until the following conditions shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received been satisfied by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.:

Commencement Date. This Lease shall be effective and in full force upon execution by the parties hereto. The Lease Term begins and the first Rent is due on the "Commencement Date Date" which shall be the earliest of earlier of: (ai) one hundred twenty (120) days after written notice to Tenant by Landlord in accordance with this Lease that Landlord's Work is substantially complete in accordance with the Handbook (as hereinafter defined) and the Premises are available to Tenant ready for Tenant's Work, or (ii) the date on which Tenant takes possession opens for business in the Premises; however, Tenant shall otherwise comply with the terms hereof as of or commences business operations upon the date the Premises or any part thereof are available to Tenant ready for Tenant's Work and Tenant covenants and agrees to commence Tenant's Work within thirty ("Lease Commencement Date"); or (b30) days after Landlord gives such notice to Tenant that the date on which LandlordPremises are available to Tenant for Tenant's Work (as described in Section 14 below) is substantially completed as determined but not prior to receipt by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession Tenant of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord approval of Tenant's intent Working Drawings as provided in the Handbook). Tenant's failure to cancel this Lease. Within ten commence the Tenant's Work by the date which is thirty (1030) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt notice to Tenant as set forth in clause (i) of this subsection 1.1(i), Tenant's cessation of the Tenant's Work for a period in excess of thirty (30) days after commencement thereof, or Tenant's failure to open for business by the date which is sixty (60) days after the Commencement Date shall, upon the occurrence of any of such events, constitute a default for which Tenant shall receive written notice from Landlord and thirty (30) days within which to cure such default and no other or further notice and cure period shall be applicable (notwithstanding any other provision of intent this Lease to cancelthe contrary); provided further, however, Tenant agrees that Tenant shall cooperate with Landlord to effect a joint opening of the Shopping Center, and in connection therewith, Landlord shall give notice to Tenant of the "Grand Opening Date" of the Shopping Center on the date upon which the Premises are delivered by Landlord to Tenant and, if such Grand Opening Date shall be a date subsequent to the date set forth in clause (i) of this subsection (i.e., later than the date which is 120 days after the date the Premises are delivered to Tenant), Tenant shall delay the opening of its business from the date Tenant otherwise would have been ready to open for business or required to open for business under the provisions of this subsection, and Tenant shall open for business on such Grand Opening Date designated by Landlord, and such Grand Opening Date in such circumstances shall be the Commencement Date under this Lease (including for the purposes of commencement of payment of Rent); provided further, however, in the event the date set for the Grand Opening Date is later than the date which is one hundred twenty (120) days after the date upon which the Premises are delivered by Landlord to Tenant, Tenant shall be permitted to delay commencement of the Tenant's Work, at Tenant's sole option, to the date which is one hundred twenty (120) days prior to the scheduled Grand Opening Date. Landlord shall not be responsible or liable to Tenant or those claiming by, through or under Tenant for loss or damage caused by or resulting from a delayed Commencement Date and opening for business by reason of Landlord's efforts to effect a joint opening of the Shopping Center. In no event shall Tenant open for business before Landlord opens the Shopping Center to the public. This Lease shall thereafter be canceled, and automatically terminate in the parties shall be discharged from all obligations hereunder, if and only if event the Premises are not available to Tenant reimburses Landlord ready for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereofWork within three (3) years after the date of this Lease. In the event Landlord fails to so deliver the Premises and this Lease is terminated, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel reimburse Tenant for the actual, reasonable costs incurred by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel connection with the preparation of this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access not to the Premises. 2.2.3exceed $100,000.00. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, Landlord and Tenant shall pay rent for such occupancyagree to execute that certain "Delivery of Possession Date Certificate" and "Opening and Termination Date Declaration" included in the Handbook of Tenant Information.

Commencement Date. (A) The term of this Lease shall commence on the later to occur of (x) October 1, 2022 and (y) the date on which Landlord delivers vacant and exclusive possession of the Premises to Tenant with Landlord's Pre-Delivery Work having been Substantially Completed (the later of the dates that are described in clause (x) and clause (y) above being referred to herein as the "Commencement Date"). Subject to the terms of this Section 1.2, Landlord shall deliver to Tenant vacant and exclusive possession of the Premises on the Commencement Date. If Landlord does not deliver vacant and exclusive possession of the Premises to Tenant on or prior to October 1, 2022 with Landlord's Pre-Delivery Work having been Substantially Completed for any reason whatsoever, then Landlord shall have no liability to Tenant, and, subject to Section 6.2(B) hereof, Tenant shall have no right to terminate or rescind this Lease or reduce the Rental, in each case deriving from Landlord's failure to deliver vacant and exclusive possession of the Premises to Tenant on or prior to October 1, 2022. Landlord and Tenant intend that this Section 1.2 constitutes an "express provision to the contrary" for purposes of Section 223-a of the New York Real Property Law. (B) The term "Pre-Delivery Work Substantial Completion Date" shall mean the date that Landlord's Pre-Delivery Work is Substantially Completed. Landlord shall give Tenant not less than ten (10) days' prior notice of the date on which Landlord estimates that the Pre-Delivery Work Substantial Completion Date will occur, with the understanding, however, that (x) Landlord shall not be in default if the Pre-Delivery Work Substantial Completion Date occurs later than the date that Landlord specifies in such notice to Tenant, provided that Landlord gives such notice to Tenant in good faith and (y) the Pre-Delivery Work Substantial Completion Date shall occur as otherwise provided in this Lease notwithstanding that the Pre-Delivery Work Substantial Completion Date occurs earlier or later than the date that Landlord specifies in any such notice, provided that Landlord gives such notice to Tenant in good faith. (1) Tenant shall prepare and deliver plans for the Initial Alterations (the "Work Plans") suitable for bidding to a reputable general contractor or a reputable construction manager that is acceptable to Tenant (the "Work Contractor") in accordance with the terms of Article 7 hereof. The Work Plans shall be subject to Landlord's prior approval as provided in Section 7.3 hereof, and the earliest Work Contractor shall be on the list of contractors designated by Landlord or subject to Landlord's approval, in each case as provided in Section 7.9(B) hereof. Landlord shall enter into a construction contract with the Work Contractor in form reasonably acceptable to Landlord and Tenant for the performance of the Initial Alterations, provided that the Work Contractor agrees to (x) enter into such a contract with Landlord in form reasonably acceptable to Landlord and Tenant and (y) commence and diligently perform the Initial Alterations in a timely manner (herein called an "Acceptable Construction Contract"). If (x) Tenant delivers to Landlord a request for Landlord's approval of a construction contract with the Work Contractor for the performance of the Initial Alterations as aforesaid, together with a copy of such construction contract, and (y) Landlord fails to respond to Tenant's aforesaid request on or prior to the fifteenth (15th) Business Day after the date that Tenant gives such request to Landlord, then Landlord shall be deemed to have approved such request, provided that such construction contract otherwise constitutes an Acceptable Construction Contract. Landlord acknowledges and agrees that the Work Contractor may act as a general contractor and/or a construction manager and the Acceptable Construction Contract may be a construction contract and/or a construction management contract. Tenant acknowledges that the Work Contractor's failure to perform the Initial Alterations in a manner that conforms with the terms of the Acceptable Construction Contract shall not impair the occurrence of the Commencement Date. Landlord shall bear all of the initial costs and expenses incurred by Landlord and/or billed by the Work Contractor pursuant to the terms and conditions of the Acceptable Construction Contract (herein called the "Work Costs"), including, but not limited to, the cost of labor, materials and filing plans for the Initial Alterations, provided, however, that in no event shall Landlord have any obligation to fund Work Costs in an amount that is greater than Eighteen Million Two Hundred Ninety-Seven Thousand Seven Hundred Seventy and 00/100 Dollars ($18,297,770.00) in the aggregate (such amount, the "Landlord Work Costs Contribution") under the Acceptable Construction Contract. Landlord makes no representation or warranty that the Landlord Work Costs Contribution is sufficient to pay the cost of the Initial Alterations. Tenant shall fund Work Costs due under the Acceptable Construction Contract after Landlord's payment of the Landlord Work Costs Contribution. If Landlord exercises Landlord's rights to consummate a Recapture Termination for Recapture Space that does not constitute the entire Premises in accordance with the terms of Section 17.3 hereof, then the Landlord Work Costs Contribution shall be adjusted to an amount equal to the product obtained by multiplying (x) One Hundred Fifty-Three and 47/100 Dollars ($153.47), by (y) the number of square feet of Rentable Area comprising the Premises initially demised hereunder (i.e., the ninth (9th) floor of the Building and the tenth (10th) floor of the Building) (other than such Recapture Space); provided, however, that (i) in no event shall Tenant have any obligation to make any repayment to Landlord to the extent that the amount of the Landlord Work Costs Contribution that Landlord has theretofore disbursed exceeds the amount of the Landlord Work Costs Contribution, as so redetermined and (ii) Landlord shall pay to the Work Contractor any outstanding amount that is the subject of an invoice that is due and payable to the Work Contractor at the time Landlord delivers a Recapture Sublease Notice or a Recapture Termination Notice to Tenant. (2) Subject to the terms of Article 7 hereof, any material modification in the Work Plans (as approved pursuant to Section 7.3 hereof) requested by Tenant shall be made by means of a written authorization executed by Tenant (herein called a "Change Order"). Each Change Order will specify the scope of the work to be performed and authorization to proceed. Any proposed material modification of the Work Plans shall be submitted by Tenant simultaneously to Landlord and the Work Contractor, which modification shall be subject to Landlord's approval in accordance with Article 7 hereof. Tenant shall prepare and deliver a form of Change Order for such proposed modification to both Landlord and the Work Contractor. Unless a Change Order is authorized as prescribed above, such work shall not be performed. Tenant acknowledges that Tenant's submission of a Change Order shall not impair in any manner the occurrence of the Commencement Date, and in no event shall the incorporation of any Change Orders into the Initial Alterations (or the applicable portion thereof that is within the scope of the Acceptable Construction Contract) require Landlord to fund more than the Landlord Work Costs Contribution. (3) Landlord shall cause the Work Contractor to commence the Initial Alterations with reasonable promptness following the date which is the later to occur of (x) the date on which Landlord has approved the Work Plans pursuant to the terms of this Section 1.2(C) and Article 7 hereof and (y) the Pre-Delivery Work Substantial Completion Date, and shall thereafter cause the Work Contractor to diligently perform the Initial Alterations until the Assignment Date (it being agreed that notwithstanding anything to the contrary stated herein, Landlord's aggregate liability to the Work Contractor under the Acceptable Construction Contract shall not exceed the amount of the Landlord Work Costs Contribution); provided, however, that Landlord shall not have any liability to Tenant under this Lease arising from any delays or deficiencies in the Work Contractor’s performance of the Initial Alterations, except to the extent arising from Landlord's willful misconduct or Landlord's failure to timely pay the Work Contractor the Work Costs that Landlord is required to pay pursuant to this Section 1.2(C). Tenant has advised Landlord that VVA Project Managers ("VVA") will act as project manager for the Initial Alterations. Landlord hereby agrees to reasonably cooperate with VVA and the Work Contractor to coordinate the performance of the Initial Alterations, and Landlord shall defer to VVA's instructions on matters relating to the Initial Alterations, except to the extent such instructions conflict with the rights or obligations of Landlord or Tenant under this Lease or under the Work Contract or applicable Requirements. (4) Landlord and Tenant acknowledge that the portion of the Initial Alterations paid for by Landlord pursuant to this Section 1.2(C) shall constitute the property of Landlord, subject, nevertheless, to Tenant's rights to use such portion of the Initial Alterations as part of the Premises during the Term in accordance with the terms of this Lease. Tenant, during the Term, shall not remove such portion of the Initial Alterations that were paid for by Landlord pursuant to this Section 1.2(C) (or Alterations that replace such portion of the Initial Alterations) unless Tenant replaces such portion of the Initial Alterations, or such other Alterations, as the case may be, with Alterations that have a fair value that is equal to or greater than such portion of the Initial Alterations that were paid for by Landlord pursuant to this Section 1.2(C) (it being understood that such Alterations that Tenant performs to replace such portion of the Initial Alterations, or such other Alterations, as the case may be, shall constitute the property of Landlord as contemplated by this Section 1.2(C)(4)). Nothing contained in this Section 1.2(C)(4) limits Landlord's right to require Tenant to remove Specialty Alterations as provided in Section 7.8 hereof. (5) Effective as of the date (the "Assignment Date") which is the earlier to occur of (x) the date which is the later of (a) the date on which Tenant takes possession of or commences business operations upon Landlord has paid to the Premises or any part thereof ("Lease Commencement Date"); or Work Contractor an aggregate amount equal to the Landlord Work Costs Contribution and (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in or (y) the Basic Lease Provisionsdate, if for any reason any, that Tenant requests that Landlord cannot deliver possession of assign the Premises Acceptable Construction Contract to Tenant, Landlord hereby assigns the Acceptable Construction Contract to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the and Tenant hereby assumes all obligations of Tenant hereunder or extend Landlord thereunder (the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled after the date that the Landlord's Work [as defined in Subparagraph 1(a) of the Work Letter Agreement attached hereto as Exhibit "C" ("Work Letter Agreement")] has been substantially completed (as defined below); provided, however, the Commencement Date for may be advanced or extended as follows: (i) if substantial completion of the Landlord's Work is delayed as a result of any reason, other than Tenant's Tenant Delays (as defined in the Work Letter attached hereto Agreement), then the Commencement Date, as Exhibit "D," would otherwise have been established as set forth in this sentence, shall be advanced by the number of days of such Tenant mayDelays; and (ii) if Tenant is delayed in the substantial completion of the Tenant Improvements beyond the ninety (90) day period set forth in this sentence as a result of Landlord Delays (as defined in the Work Letter Agreement), at Tenant's option, then for each day of such delay the Commencement Date shall be extended by notice in writing to Landlord within ten one (101) days thereafter, advise Landlord day. For purposes of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises Work shall be deemed delivered to Tenant when (1) the improvements to be provided "substantially completed" when Landlord's contractor certifies in writing ("Landlord's Work Substantial Completion Certificate") to Landlord and Tenant that Landlord has substantially performed all of the Landlord's Work required to be performed by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, Work Letter Agreement other than minor "punch-list" type items and (3) Tenant has reasonable adjustments which do not materially interfere with Tenant's access to the Premises. 2.2.3. Within seven (7) days after Tenant receives the Landlord's Work Substantial Completion Certificate, Tenant shall be entitled to have its architect inspect the Landlord's Work for purposes of confirming the matters set forth in the Landlord's Work Substantial Completion Certificate, provided Tenant shall give Landlord at least forty-eight (48) hours' prior written notice of such inspection. Landlord shall be entitled to have its contractor, architect and/or other representatives present during such inspection by Tenant's architect. If Tenant occupies fails to have its architect inspect the Premises prior to said Commencement DateLandlord's Work within the aforesaid seven (7) day period, such occupancy it shall be subject deemed that Tenant has waived its right to all provisions make such inspection. For purposes of this Lease, such occupancy substantial completion of the Tenant Improvements shall occur on the date that the Tenant Improvements have been substantially completed in accordance with the Final Tenant Improvement Plans and Specifications (hereafter defined in Subparagraph 3(b) of the Work Letter Agreement) other than decoration and minor "punch-list" type items and adjustments which do not change materially interfere with Tenant's use of the termination date, and Tenant shall pay rent for such occupancyBuilding.

Commencement Date. The Notwithstanding anything to the contrary contained in the Lease, Tenant shall have an ongoing option (the "Acceleration Option") to accelerate the Commencement Date of all or any portion of Increment 4 that is not then subject to a lease or any right of first offer, right of first refusal, renewal or extension option, or any other right or option in favor of any other party. Tenant shall exercise the Acceleration Option by providing Landlord with notice thereof (each, an "Acceleration Notice"), in which Tenant shall designate the location and rentable square footage of the Increment 4 space requested by Tenant (the "Accelerated Increment 4 Space") and the commencement date with respect to Tenant's lease thereof (which shall not be the earliest of (a) less than 90 days from the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) Tenant's notice nor more than 120 days from the date of Tenant's notice). Tenant shall have no right to designate any Accelerated Increment 4 Space that is not then separately demised as a leaseable unit of space, nor may Tenant designate as Accelerated Increment 4 Space less than the entire rentable area of any floor of the Building (or less than the entire rentable area on which the north or south wing of any floor) if such floor (or wing) is not then constituted as a multi-tenant floor (or wing) (i.e., if the entire rentable area of any floor or wing is available for lease, Tenant's Acceleration Notice shall apply to all, and not less than all, of the entire rentable area of such floor or wing), unless in each such case Tenant, at Tenant's sole cost and expense, performs all work necessary to separately demise the Accelerated Increment 4 Space and to create entrances to the remaining leasable units of space on such floor or wing, and, to the extent not then existing, to create a multi-tenant corridor on such floor or wing so that the entrances to the remaining leasable units of space are accessible. In addition, if Tenant shall designate as Accelerated Increment 4 Space less than the entire rentable area of any floor of the Building (or less than the entire rentable area on the north or south wing of any floor), by notice to Tenant given within ten (10) Business Days after Landlord's Work (receipt of tenant Acceleration Notice, Landlord shall have the right to nullity Tenant's exercise of its Acceleration Option if the remaining space on such floor or wing, as described in Section 14 below) is substantially completed applicable, would be of such size or configuration as not to be reasonably leasable by Landlord, as reasonably determined by Landlord. If Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver is delayed delivering possession of the Premises Accelerated Increment 4 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, and the commencement of the term for the Accelerated Increment 4 Space shall be postponed until the date Landlord delivers possession of the Accelerated Increment 4 Space to Tenant free from occupancy by any party. If Tenant exercises the Acceleration Option granted herein, Landlord shall use reasonable efforts to deliver the Accelerated Increment 4 Space to Tenant on said datethe stated availability date for the lease thereof. Tenant acknowledges that Landlord does not guarantee that the Accelerated Increment 4 Space will be available on the stated availability date for the lease thereof, if the then existing occupants of the Accelerated Increment 4 Space shall hold over, or delivery is delayed for any other reason beyond Landlord's reasonable control, and in such event, as Tenant's sole recourse, the term of the Lease as respects the Accelerated Increment 4 Space shall not commence until Landlord delivers the same to Tenant; provided, however, that if Landlord shall not be subject deliver the Accelerated Increment 4 Space to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date of the stated availability date for the lease thereof, as such ninety (90) day period shall be extended for any reason, other than Tenant's Delays delay due to Limited Force Majeure (as defined in Section 4 of the Work Letter attached hereto as Exhibit "D," Lease), Tenant may, at Tenant's option, shall have the right to terminate its lease of the Accelerated Increment 4 Space by notice in writing thereof to Landlord given within ten (10) days thereafter, advise Landlord Business Days after the expiration of such ninety (90) day period as so extended. Upon Tenant's intent election to cancel this lease the Accelerated Increment 4 Space, Landlord and Tenant shall promptly enter into an amendment to the Lease (including modification of the Premises Table set forth in Section 1.02 of the Lease. Within ten , and Schedule 1 and Section 1.04 of the Lease, as appropriate in each case), adding such Accelerated Increment 4 Space to the Premises at the Rent and on the other terms and conditions applicable to Increment 4 as set forth in the Lease, except as expressly provided above, and except further that (10i) the Rent Commencement Date shall be ninety (90) days after its receipt the Commencement Date of such noticeAccelerated Increment 4 Space, (ii) the Allowance for the Accelerated Increment 4 Space shall be pro-rated to reflect the Lease Term with respect to the Accelerated Increment 4 Space as set forth on Schedule 3 attached hereto, and (iii) pursuant to clause (ii) of Section I.F. of the Work Letter, in addition to the Allowance, and not as a deduction therefrom, Landlord shall submit to reimburse Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, Two and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten 5011 00 Dollars (10$2.50) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession per rentable square foot of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the PremisesAccelerated Increment 4 Space. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Term of this Lease shall commence ("Commencement Date shall be Date") on the earliest first day of (a) the first full month following the date on which Tenant takes possession the Improvements are Substantially Complete (as hereinafter defined) except that if Substantial Completion occurs on the first day of or commences business operations upon a month, that date shall be the Premises or any part thereof ("Lease Commencement Date, and the Lease shall continue in full force and effect for the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Improvements shall be deemed to be "); or (b) Substantially Complete" on the earliest of the date on which Landlordwhich: (1) Landlord files or causes to be filed with the City of El Segundo (if required) and delivers to Tenant an architect's Work notice of substantial completion, or similar written notice that the Improvements are substantially complete and a certificate of occupancy (or a reasonably substantial equivalent such as described a sign- off from a building inspector or a temporary certificate of occupancy) (the "C of O") is issued for the Improvements or (2) Tenant commences substantial business operations in the Premises. On the Commencement Date, Tenant shall execute and deliver to Landlord a Commencement Date Memorandum in the form attached hereto as Exhibit D acknowledging (i) the Commencement Date, (ii) the final rentable square footage of the Improvements, (iii) the final square footage of the Land, (iv) the initial "Base Rent," as that term is defined in Section 14 3.1.1, below, and (v) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1Tenant's acceptance of the Premises. Notwithstanding If the Scheduled Improvements are not Substantially Complete on the Estimated Commencement Date set forth as extended by "Force Majeure Delay" and "Tenant Delay," as those terms are defined in the Basic Work Letter, then this Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said dateshall remain in effect, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceledliability, and the parties Commencement Date shall be discharged from all obligations hereunderdelayed until the date the Improvements are Substantially Complete. Notwithstanding anything to the contrary contained herein, if and only if Tenant reimburses Landlord for all such costs and expenses as stated there is any delay in Landlord's notice within ten (10) days after Tenant's receipt thereofthe Substantial Completion of the Improvements or in the occurrence of any of the other conditions precedent to the Commencement Date, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice delay is a result of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaidDelay, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession regardless of the premises actual date of Substantial Completion of the Improvements, the Commencement Date shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completedthe date the Commencement Date would have occurred if no Tenant Delay had occurred, (2) as determined in accordance with Section 12 of the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the PremisesWork Letter. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date term of this Lease shall be the earliest of for ninety-six (a96) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof months ("Lease Term"), unless sooner terminated as hereinafter provided. The Lease Term shall commence on January 1, 2003 (the "Scheduled Commencement Date"); provided, however, that if either the first or (b) second floors of the date on which Landlord's Work Premises are not Substantially Complete (as described in Section 14 belowhereinafter defined) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth Date, and such a delay is due solely to a Landlord Delay (as defined in the Basic Work Letter), or Force Majeure (as defined in Article 52), the Commencement Date of the Lease Provisions, if shall be extended on a day for any reason Landlord cannot deliver possession day basis for each day of such a delay. In the event the Tenant Improvements (as defined in the Work Letter) on either the first or second floors of the Premises are Substantially Complete prior to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such caseScheduled Commencement Date, Tenant shall not be obligated have the right to pay rent or perform any other obligations early occupancy of Tenant under such floor of the Premises, subject to all the terms and conditions of this Lease, except for Tenant's obligation to pay Rent (as may defined below). Tenant hereby acknowledges and agrees that the installation of the elevator and the demising of the lobby of the Premises shall be otherwise provided in this completed by Tenant, at Landlord's cost and expense, pursuant to the terms of the Work Letter; provided, however, that the completion of such work shall not be a condition to the commencement of the Lease. The first and second floors of the Premises shall be deemed to be "Substantially Complete" with respect to such floor on the earliest of the date on which: (1) Landlord or Tenant files or causes to be filed with the City of Milpitas (the "City"), until possession if required, an architect's notice of substantial completion, with respect to such floor of the Premises, or similar written notice that such floor of the Premises is delivered to Tenant. Ifsubstantially complete, however, Landlord shall not have delivered possession (2) Tenant first occupies such floor of the Premises within ninety for the operation of Tenant's business, or (903) days following said Scheduled a certificate of occupancy (or a reasonably substantial equivalent such as a signoff from a building inspector or a temporary certificate of occupancy) is issued for such floor of the Premises. 1.1.1 The date that the Lease commences in accordance with this Article 1 shall be referred to herein as the "Commencement Date." 1.1.2 On and after the Commencement Date, the Lease shall continue in full force and effect for the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. As soon as the Commencement Date for any reasonis determined, other than Tenant's Delays as defined Tenant shall execute a Commencement Date Memorandum in the Work Letter form attached hereto as Exhibit "D," Tenant mayF acknowledging, at Tenant's optionamong other things, by notice in writing to Landlord within ten the (10a) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions (b) scheduled termination date of this Lease, such occupancy Lease and (c) Tenant's acceptance of the Premises. The Tenant's failure to execute the Commencement Date Memorandum shall not change affect Tenant's liability hereunder. 1.1.3 Reference in this Lease to a "Lease Year" shall mean each successive twelve month period commencing with the termination date, and Tenant shall pay rent for such occupancyCommencement Date.

Commencement Date. The Commencement Date shall be the earliest of (a) As herein used, the date on which phrase "commencement date" shall mean the earlier of: (i) the day Tenant takes opens for business in the demised premises, or (ii) ninety (90) days after Landlord has delivered to Tenant possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or demised premises as same are to be substantially completed by Landlord and ready for occupancy, as in (b) below. Landlord agrees to deliver the date on which demised premises to Tenant with Landlord's Work (as described in Section 14 belowset forth on Exhibit "B", attached hereto and made a part hereof) is substantially completed as determined by Landlord between July 1, 2005 and August 15, 2005 (the "Rental Commencement DateDelivery Period"). 2.2.1. Notwithstanding Landlord shall give Tenant notice (the Scheduled Commencement Date set forth in "Estimated Delivery Notice") no later than May 1, 2005 of the Basic Lease Provisions, if for any reason status of Landlord's construction and the estimated date that Landlord cannot shall deliver possession of the Premises to Tenant on said datewith Landlord's Work substantially completed (the "Estimated Delivery Date"). Landlord may, but is under no obligation, to revise the Estimated Delivery Date any time prior to thirty (30) days prior to the Estimated Delivery Date (the "Final Delivery Notice Date"), by which time Landlord shall have given Tenant a final notice (the "Final Delivery Notice") of a firm delivery date (the "Final Delivery Date") upon which the Landlord's Work shall be substantially completed and the Leased Premises delivered to Tenant. Upon the sending of the Final Delivery Notice, Landlord shall have no further right to modify the Final Delivery Date. However, if Landlord has not delivered a Final Delivery Notice by the Final Delivery Notice Date, then the Estimated Delivery Notice shall be the Final Delivery Notice and the Estimated Delivery Date shall be the Final Delivery Date. The Final Delivery Date shall not be subject earlier than (i) thirty (30) days after the date Tenant receives the Final Delivery Notice, or (ii) the first day of the Delivery Period. If Landlord does not deliver the demised premises to any liability thereforTenant as required herein by August 15, nor shall such failure affect 2005, Tenant may defer delivery until January 2, 2006. If Landlord does not deliver the validity of demised premises to Tenant thereafter on or before July 1, 2006, Tenant may terminate this Lease or defer delivery until December 1, 2006. In the obligations event that the demised premises and Landlord's Work are not substantially completed and delivered to Tenant on or before the Final Delivery Date, the minimum rent due hereunder shall be adjusted so that, after the Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord equal to one (1) day of minimum rent for each day after the Final Delivery Date until delivery of the demised premises is made to Tenant hereunder or extend consistent with the term hereof; but in such caseterms of this Lease, including substantial completion of the Landlord's Work. Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until accept possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements demised premises prior to the Premises up to the date later of (a) substantial completion of Landlord's receipt Work, (b) the first day of the Delivery Period and (c) the Final Delivery Date. Time is of the essence regarding all dates set forth in this Section 3(a). Landlord shall obtain a certificate of occupancy or completion, permit or the local equivalent that is required for Landlord's Work at the demised premises so that Tenant may obtain a building permit for Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, Work and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession commence performance of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premisessame. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. (A) The Commencement Date term of this Lease shall be the earliest of (a) commence on the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by that Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver delivers vacant and exclusive possession of the Premises to Tenant on said date, with Landlord’s Premises Work Substantially Complete (such date that Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until delivers vacant and exclusive possession of the Premises is delivered to TenantTenant with Landlord’s Premises Work Substantially Complete being referred to herein as the “Commencement Date”). If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," give Tenant may, at Tenant's option, by notice in writing to Landlord within least ten (10) days thereafteradvance notice of the occurrence of the Commencement Date (it being understood that Landlord shall have the right to give more than one (1) such notice as hereinafter provided), advise with the understanding, however, that (x) Landlord of shall not be in default if the Commencement Date occurs earlier or later than the date that Landlord specifies in any such notice to Tenant's intent , provided that Landlord gives such notice to cancel Tenant in good faith, and (y) the Commencement Date shall occur as otherwise provided in this Lease. Within ten (10) days after its receipt of Lease notwithstanding that the Commencement Date occurs earlier or later than the date that Landlord specifies in any such notice, provided that Landlord gives such notice to Tenant in good faith. (B) Landlord shall submit use commercially reasonable efforts to Substantially Complete Landlord’s Premises Work on or prior October 1, 2021. If Landlord’s Premises Work is not Substantially Complete on or prior to January 1, 2022, as such date may be adjourned by periods of Unavoidable Delays (including, without limitation, Epidemic/Pandemic Unavoidable Delays) (but not to exceed sixty (60) days in the aggregate for any Unavoidable Delays other than Epidemic/Pandemic Unavoidable Delays), Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements Work Delays and/or Long Lead Work (such date, as the same may be so adjourned, the “First Outside Date”), then each Applicable Rent Commencement Date shall be adjourned, as Tenant’s sole remedy, subject to the other remedy in this Section 1.2(B), by one (1) day for each day occurring during the period commencing on the First Outside Date until the earlier to occur of (i) day immediately preceding the date Landlord’s Premises up Work is Substantially Complete, and (ii) the Second Outside Date. If Landlord’s Premises Work is not Substantially Complete on or prior to April 1, 2022, as such date may be adjourned by periods of Unavoidable Delays (including, without limitation, Epidemic/Pandemic Unavoidable Delays) (but not to exceed sixty (60) days in the aggregate for any Unavoidable Delays other than Epidemic/Pandemic Unavoidable Delays), Tenant Work Delays and/or Long Lead Work (such date, as the same may be so adjourned, the “Second Outside Date”), then each Applicable Rent Commencement Date shall be adjourned, as Tenant’s sole remedy, subject to the other remedy in this Section 1.2(B), by two (2) days for each day occurring during the period commencing on the Second Outside Date until the day immediately preceding the date Landlord’s Premises Work is Substantially Complete. If Landlord’s Premises Work is not Substantially Complete on or prior to the date that a Successor succeeds to Landlord’s interest in the Real Property as provided in Article 13 hereof, as such date may be adjourned by periods of Unavoidable Delays (including, without limitation, Epidemic/Pandemic Unavoidable Delays) (but not to exceed sixty (60) days in the aggregate for any Unavoidable Delays other than Epidemic/Pandemic Unavoidable Delays), Tenant Work Delays and/or Long Lead Work (such date, as the same may be so extended, the “Third Outside Date”) then Tenant, as Tenant’s sole remedy, subject to the other remedies expressly set forth in this Section 1.2(B), shall have the right to terminate this Lease by giving notice thereof (a “Termination Notice”) to Landlord no later than the thirtieth (30th) day after the Third Outside Date (as to which thirtieth (30th) day time shall be of the essence). If Tenant delivers the Termination Notice to Landlord and Landlord's receipt ’s Premises Work is not Substantially Complete on or prior to the fifth (5th) day after Tenant’s delivery of Tenant's notice of intent to cancel. This the Termination Notice, then this Lease shall thereafter be canceledautomatically terminate on such fifth (5th) day; it being understood, and the parties shall be discharged from all obligations hereunderhowever, that if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited deliver the Premises to Tenant with Landlord’s Premises Work Substantially Complete by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaidfifth (5th) day, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises Termination Notice shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under null and void and this Lease are substantially completed, (2) the Building Utilities are ready for use shall remain in the Premises, full force and (3) effect and Tenant has reasonable access shall have no further right to the Premises. 2.2.3terminate this Lease pursuant to this Section 1.2(B). If Tenant occupies the Premises prior effectively exercises such aforesaid right to said Commencement Date, such occupancy shall be subject to all provisions of terminate this Lease, such occupancy then, subject to the terms hereof, from and after the Third Outside Date, neither party shall not change have any further rights or obligations hereunder except for those obligations which expressly survive the termination dateExpiration Date. For purposes of clarity, Landlord and Tenant agree that there shall pay rent for such occupancybe no cap on the number of days that the First Outside Date, the Second Outside Date and the Third Outside Date are each adjourned as a result of Epidemic/Pandemic Unavoidable Delays.

Commencement Date. The Commencement Date of the Lease shall be thirty (30) days after the earliest of Premises are substantially complete. Substantial Completion shall be evidenced when (a) final inspection is approved by the date on which City of Carlsbad and Tenant takes possession of or commences business operations upon is legally permitted to occupy the Premises or any part thereof ("Lease Commencement Date")for the conduct of its business; or (b) all Building systems are in good working order to support the date on which Landlord's Work operation of the Premises; and (as described in Section 14 belowc) is substantially completed as determined by Landlord ("Rental Commencement Date")the Tenant Improvements are complete excepting industry-standard punch-list items. 2.2.1. 2.2.1 Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; , but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety sixty (9060) days following said Scheduled Commencement Date for any reason, other than Tenant's Tenants Delays as defined in the Work Letter attached hereto as Exhibit "D," and delays beyond the reasonable control of Landlord, Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceledcancelled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. 2.2.2 Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. 2.2.3 If Tenant occupies the Premises prior to said Commencement DateDate (other than to install and/or store furniture and equipment), such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease “Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1” shall mean May 1, 2021. Notwithstanding the Scheduled Commencement Date set forth foregoing, in the Basic Lease Provisions, if for any reason event that Landlord candoes not deliver possession of the Leased Premises to Tenant in broom clean condition with a temporary occupancy certificate allowing Tenant to occupy the office and biology lab portions of the Leased Premises on said or prior to May 15, 2021 (such date, which shall be extended for Tenant Delays to the extent Tenant’s actions causing such Tenant Delays occur after the Effective Date, the “Estimated Interim Turnover Date”), then Tenant shall be entitled to an abatement of Base Rent equal to the daily Annual Base Rent previously paid for each day in the period beginning on the day following the Estimated Interim Turnover Date and ending on the date that Landlord delivers possession of the Leased Premises to Tenant in broom clean condition with a temporary occupancy certificate allowing Tenant to occupy the office and biology lab portions of the Leased Premises, which abatement shall be in addition to any other abatement, free rent periods or other rental concessions to which Tenant may be entitled under the Lease (as amended hereby). Tenant acknowledges that, following the Commencement Date, Landlord will still be performing work within the Leased Premises during normal business hours to achieve Substantial Completion, and that such work shall not constitute a constructive eviction or otherwise be in violation of the Lease. Landlord shall cause the Landlord’s Work and the Tenant Improvements to be Substantially Complete on or prior to June 15, 2021 (such date, which shall be extended for Tenant Delays to the extent Tenant’s actions causing such Tenant Delays occur after the Effective Date, the “Estimated Final Turnover Date”). In the event that Landlord fails to cause Substantial Completion of the Landlord’s Work and the Tenant Improvements on or prior to the Estimated Final Turnover Date, then Tenant shall be entitled to an abatement of Base Rent equal to the daily Annual Base Rent previously paid for each day in the period beginning on the day following the Estimated Final Turnover Date and ending on the date that the Landlord’s Work and the Tenant Improvements are Substantially Completed, which abatement shall be in addition to any other abatement, free rent periods or other rental concessions to which Tenant may be entitled under the Lease (as amended hereby). Notwithstanding the foregoing, Tenant shall have the right to enter the Leased Premises as of the Effective Date for the purposes of installing cabling, wiring, telephone equipment, fixtures, furniture, and equipment to facilitate Tenant’s move-in and start-up of business operations, so long as any such entry is coordinated with Landlord and Landlord’s contractors and such entry and installations do not unreasonably interfere with the work being performed by Landlord’s workmen or contractors in the Leased Premises. No such entry shall be deemed Tenant’s possession of the Leased Premises, or otherwise affect the occurrence of the Commencement Date. In any such event, the Tenant’s workmen and contractors shall take reasonable steps to minimize interference with any work being simultaneously performed by the Landlord’s workmen or contractors in the Leased Premises. In the event of any unreasonable interference prior to Substantial Completion, Landlord shall not be subject have the right to provide written notice to Tenant of such interference, and Tenant shall cause its workmen and contractors to cease such interference or cease performing such work until Landlord’s workmen and contractors have completed their work. Any such early entry into and occupancy of the Leased Premises by Tenant or any liability therefor, nor shall such failure affect the validity of this Lease person or the obligations entity working for or on behalf of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all of the terms, covenants, conditions and provisions of the Lease, including, without limitation, providing certificate(s) of insurance required under this Lease, such occupancy shall not change excluding only the termination date, and Tenant shall covenant to pay rent for such occupancyRent (defined herein).

Commencement Date. The "Commencement Date shall Date" will be the earliest earlier to occur of (ai) the date on which Tenant takes possession occupancy of or commences business operations upon the Phase 1 Premises or any part thereof for the purposes of conducting its business, and ("Lease Commencement Date"); or ii) five (b5) days after Landlord has Substantially Completed (as hereinafter defined) the date Tenant Finish Work for the Phase 1 Premises. Landlord shall use all reasonable and good faith efforts to have the Tenant Finish Work with respect to the Phase 1 Premises Substantially Completed on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1or before September 1, 2008. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease ProvisionsSubject to a Tenant Delay or an Excusable Delay, if for any reason Landlord canTenant Finish Work with respect to the Phase 1 Premises is not deliver possession of the Premises to Tenant Substantially Completed on said dateor before September 1, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case2008, Tenant shall be entitled to a one day abatement of Basic Rent with respect to the Phase 1 Premises for each day thereafter that Tenant Finish Work is not be obligated Substantially Completed up to pay rent October 31, 2008. Subject to a Tenant Delay or perform any other obligations of an Excusable Delay, if Tenant under Finish Work with respect to the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Phase 1 Premises is delivered to Tenant. Ifnot Substantially Completed on or before November 1, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid2008, then in either such event addition to the abatement in Basic Rent provided in the immediately preceding sentence, Tenant shall be entitled to a two (2) day abatement of Basic Rent with respect to the Phase 1 Premises for each day thereafter that Tenant Finish Work is not Substantially Completed up to December 31, 2008. Subject to a Tenant Delay or an Excusable Delay, if Tenant's right Finish Work with respect to cancel this Lease hereunder shall terminate and be of no further force the Phase 1 Premises is not Substantially Completed on or effect. 2.2.2. Possession of before January 1, 2009, then in addition to the premises abatement in Basic Rent provided in the two immediately preceding sentences, Tenant shall be deemed delivered entitled to a four (4) day abatement of Basic Rent with respect to the Phase 1 Premises for each day thereafter that Tenant when (1) Finish Work is not Substantially Completed. Any such accrued abated amounts shall be credited against the improvements to be provided by Landlord first and subsequent installments of Basic Rent coming due under this Lease are substantially completedfor Premises until the entire abated amount has been fully credited. Landlord shall use all reasonable and good faith efforts to have the Tenant Finish Work with respect to the Phase 2 Premises Substantially Completed on or before September 1, 2009. Subject to a Tenant Delay or an Excusable Delay, if Tenant Finish Work with respect to the Phase 2 Premises is not Substantially Completed on or before September 1, 2009, Tenant shall be entitled to a one day abatement of Basic Rent with respect to the Phase 2 Premises for each day thereafter that Tenant Finish Work is not Substantially Completed up to October 31, 2009. Subject to a Tenant Delay or an Excusable Delay, if Tenant Finish Work with respect to the Phase 2 Premises is not Substantially Completed on or before November 1, 2009, then in addition to the abatement in Basic Rent provided in the immediately preceding sentence, Tenant shall be entitled to a two (2) day abatement of Basic Rent with respect to the Building Utilities are ready Phase 2 Premises for use each day thereafter that Tenant Finish Work is not Substantially Completed up to December 31, 2009. Subject to a Tenant Delay or an Excusable Delay, if Tenant's Finish Work with respect to the Phase 2 Premises is not Substantially Completed on or before January 1, 2010, then in addition to the abatement in Basic Rent provided in the Premisestwo immediately preceding sentences, and Tenant shall be entitled to a four (34) Tenant has reasonable access day abatement of Basic Rent with respect to the Premises. 2.2.3Phase 2 Premises for each day thereafter that Tenant Finish Work is not Substantially Completed. If Tenant occupies the Premises prior to said Commencement Date, Any such occupancy accrued abated amounts shall be subject credited against the first and subsequent installments of Basic Rent coming due under this Lease for Premises until the entire abated amount has been fully credited. Landlord shall use all reasonable and good faith efforts to all provisions of this Leasehave the Tenant Finish Work with respect to the Phase 3 Premises Substantially Completed on or before September 1, such occupancy shall 2010. Subject to a Tenant Delay or an Excusable Delay, if Tenant Finish Work with respect to the Phase 3 Premises is not change the termination dateSubstantially Completed on or before September 1, and 2010, Tenant shall pay rent be entitled to a one day abatement of Basic Rent with respect to the Phase 3 Premises for each day thereafter that Tenant Finish Work is not Substantially Completed up to October 31, 2010. Subject to a Tenant Delay or an Excusable Delay, if Tenant Finish Work with respect to the Phase 3 Premises is not Substantially Completed on or before November 1, 2010, then in addition to the abatement in Basic Rent provided in the immediately preceding sentence, Tenant shall be entitled to a two (2) day abatement of Basic Rent with respect to the Phase 3 Premises for each day thereafter that Tenant Finish Work is not Substantially Completed up to December 31, 2010. Subject to a Tenant Delay or an Excusable Delay, if Tenant's Finish Work with respect to the Phase 3 Premises is not Substantially Completed on or before January 1, 2011, then in addition to the abatement in Basic Rent provided in the two immediately preceding sentences, Tenant shall be entitled to a four (4) day abatement of Basic Rent with respect to the Phase 3 Premises for each day thereafter that Tenant Finish Work is not Substantially Completed. Any such occupancyaccrued abated amounts shall be credited against the first and subsequent installments of Basic Rent coming due under this Lease for Premises until the entire abated amount has been fully credited.

Commencement Date. (a) The Commencement Date of this Lease is the date set forth in the Schedule; provided, however, that if the Substantial Completion Date (as defined in the Tenant Improvement Agreement attached hereto as Exhibit C) does not occur on or before July 1, 2005 for any reason, then (a) this Lease shall not be void or voidable by either party, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Commencement Date shall be revised to mean the earliest of (a) Substantial Completion Date. If and only if the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth is adjusted pursuant to the foregoing, then Landlord shall prepare and deliver to Tenant a Commencement Date Confirmation substantially in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter form attached hereto as Exhibit "D," D that sets forth both the Commencement Date and Termination Date for this Lease. Tenant may, at Tenant's option, by notice in writing shall execute the Commencement Date Confirmation and deliver the executed original of the same to Landlord within ten three (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (103) days after its Tenant’s receipt of such notice, thereof. Tenant’s failure to timely execute and return the Commencement Date Confirmation document to Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt be conclusive evidence of Tenant's notice of intent to cancel’s agreement with the information as set forth therein. This Lease shall thereafter be canceleda binding contractual obligation effective upon execution and delivery hereof by Landlord and Tenant, and notwithstanding the parties shall be discharged from all obligations hereunderlater commencement of the Lease Term. (b) Notwithstanding the provisions of Section 1.1(a) above, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten the Premises Delivery Date does not occur on or before July 31, 2005 (10) days after the “Premises Delivery Deadline”), Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaidits sole remedy, then in either such event Tenant's shall have the right to cancel this Lease hereunder by giving written notice of such cancellation to Landlord at any time after the Premises Delivery Deadline and prior to the Premises Delivery Date, in which case this Lease shall terminate and be cancelled effective five (5) business days after Landlord’s receipt of no further force Tenant’s cancellation notice, unless the Premises Delivery Date occurs within said five (5) business day period; provided, however, that the Premises Delivery Deadline shall be extended by the number of days that the Premises Delivery Date is delayed due to any Force Majeure Delay (as defined below) or effect. 2.2.2. Possession any delay in receiving any required permits to construct the Tenant Improvements or any Tenant Delay (as defined in Section 3.3 of the premises Tenant Improvement Agreement). In the event of such cancellation by Tenant, neither party shall be deemed delivered have any obligations to Tenant when (1) the improvements to be provided by Landlord other under this Lease are substantially completedLease, (2) except for obligations that survive the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions expiration or earlier termination of this Lease, such occupancy and Landlord shall not change promptly return to Tenant the termination dateLease Deposit. For purposes of this Lease, and Tenant shall pay rent for such occupancythe term “Force Majeure Delay” means any delay attributable to Force Majeure (as defined in Section 12.3 below).

Commencement Date. The Commencement Date shall be the earliest term of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof this Lease ("Lease Term") shall be for the period specified in Paragraph 1.5 above, commencing on the date set forth in Paragraph 1.6 above ("Commencement Date"); or (b) provided, however, in the event any improvements to be constructed by Landlord, as set forth on Exhibit "C", are not completed by the aforesaid Commencement Date, then the Commencement Date shall be deemed to be the date on which Landlord's Work (as described in Section 14 below) is the improvements to be constructed by Landlord are substantially completed. Such improvements shall be deemed to be substantially completed as determined upon the occurrence of the earlier of the following: (a) The date on which all improvements to be constructed by Landlord have been substantially completed except for: ("Rental i) punch list items which do not prevent Tenant from using the Premises for its intended use; (if) such work as Landlord is required to perform but which is delayed because of fault or neglect of Tenant, acts of Tenant or Tenant's agents (including without limitation delays caused by work done on the Premises by Tenant or Tenant's agents or by acts of Tenant's contractors or subcontractors) or delays caused by change orders requested by Tenant or required because of any errors or omissions in plans submitted by Tenant; and (iii) such work as Landlord is required to perform but cannot complete until Tenant performs necessary portions of construction work it has elected or is required to do; or (b) The issuance of appropriate governmental approvals for occupancy of the Premises; or (c) The date Tenant opens for business in the Premises. If the Commencement Date"). 2.2.1. Notwithstanding Date is a date other than the Scheduled Commencement date set forth in Paragraph 1.6, then the Ending Date set forth in Paragraph 1.7, the Basic Lease Provisionsrental adjustment dates set forth in Paragraph 1.8 and any other dates certain specified herein shall be adjusted accordingly. When the Commencement Date, if for any reason Ending Date, rental adjustment dates, and such other dates become ascertainable, Landlord cannot deliver possession and Tenant shall specify the same in writing, in the form of the Premises to Tenant on said dateattached Exhibit "D", Landlord which writing shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenantdeemed incorporated herein. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in failure to execute and deliver the Work Letter letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel a Default by Tenant is not timely received by Landlord, hereunder. The expiration of the Lease Term or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel sooner termination of this Lease hereunder shall terminate and be of no further force or effectis referred to herein as the "Lease Termination". 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date shall be the earliest of (a) As herein used, the date on which phrase "commencement date" shall mean the earlier of: (i) the day Tenant takes opens for business in the demised premises, or (ii) ninety (90) days after Landlord has delivered to Tenant possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or demised premises as same are to be substantially completed by Landlord and ready for occupancy, as in (b) below. Landlord agrees to deliver the date on which demised premises to Tenant with Landlord's Work work completed between March 1, 2004 and June 1, 2004 (as described in Section 14 below) is substantially completed as determined by Landlord (the "Rental Commencement DateDelivery Period"). 2.2.1. Notwithstanding Landlord shall give Tenant notice (the Scheduled Commencement Date set forth in "Estimated Delivery Notice") no later than January 1, 2004 of the Basic Lease Provisions, if for any reason status of Landlord's construction and the estimated date that Landlord cannot shall deliver possession of the Premises to Tenant on said datewith Landlord's Work substantially completed (the "Estimated Delivery Date"). Landlord may revise the Estimated Delivery Date any time prior to February 1, 2004 (the "Final Delivery Notice Date"), by which time Landlord shall have given Tenant a final notice (the "Final Delivery Notice") of a firm delivery date (the "Final Delivery Date") upon which the Landlord's Work shall be substantially completed and the Leased Premises delivered to Tenant. Upon the sending of the Final Delivery Notice, Landlord shall have no further right to modify the Final Delivery Date. The Final Delivery Date shall not be subject earlier than (i) thirty (30) days after the date Tenant receives the Final Delivery Notice, or (ii) the first day of the Delivery Period. The parties agree that they shall conduct a joint walk-through of the premises approximately two (2) weeks prior to any liability therefordelivery to ascertain the status of Landlord's construction and identify incomplete matters. If Landlord does not deliver the demised premises to Tenant as required herein by September 1, nor shall such failure affect 2004, Tenant may defer delivery until January 1, 2005. If Landlord does not deliver the validity of demised premises to Tenant thereafter on or before February 1, 2005, Tenant may terminate this Lease or defer delivery until June 1, 2005. In the obligations event that the demised premises and Landlord's Work are not substantially completed and delivered to Tenant on or before the Final Delivery Date, the minimum rent due hereunder shall be adjusted so that, after the Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord equal to one (1) day of minimum rent for each day after the Final Delivery Date until delivery of the demised premises is made to Tenant hereunder or extend consistent with the term hereof; but in such caseterms of this Lease, including substantial completion of the Landlord's Work. Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until accept possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements demised premises prior to the Premises up to the date later of (a) substantial completion of Landlord's receipt Work, (b) the first day of Tenant's notice the Delivery Period and (c) the Final Delivery Date. Time is of intent to cancelthe essence regarding all dates set forth in this Section 3(a). This Lease Landlord shall thereafter be canceled, and obtain a certificate of occupancy for the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses demised premises as stated in part of Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectWork. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The commencement date of this Sublease (the “Commencement Date Date”) shall be the earliest date on which all of the following conditions have occurred: (a) the date on which Tenant takes possession full execution and delivery of this Sublease or commences business operations upon the Premises a copy thereof to Sublandlord and Subtenant or any part thereof ("Lease Commencement Date")their respective attorneys; or (b) the date on which Landlord's Master Landlord consents in writing to this Sublease substantially in the form attached hereto and made a part hereof as Exhibit F (“Master Landlord Consent”) (or is deemed to have consented to this Sublease as hereinafter provided) as described in Article 3 below; (c) Sublandlord delivers the Sublease Premises to Subtenant vacant (subject to the provisions of Section 10.5 hereof) and in broom-clean condition; and (d) item (i) of Sublandlord’s Work (as described defined in Section 14 9.2 below) is substantially completed as determined by Landlord complete ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled “Commencement Date Conditions”). Possession of the Sublease Premises shall be delivered to Subtenant upon execution of this Sublease and receipt of the executed Master Landlord’s Consent, in vacant (subject to the provisions of Section 10.5 hereof), broom-clean and “AS-IS and WITH ALL FAULTS” condition as provided in Article 9 below (subject to all of the terms and conditions set forth in this Sublease except for Subtenant’s obligation to pay Base Rent and Additional Rent) for the Basic Lease Provisionssole and limited purpose of allowing Subtenant to install its fixtures, if furnishings, equipment and personal property in the Sublease Premises pursuant to Section 14 below, and not for the conduct of Subtenant’s business therein, provided Subtenant shall not interfere with Sublandlord’s Work during such access. The date on which the Sublease Premises is delivered to Subtenant as described above is referred to herein as the “Delivery Date.” Sublandlord and Subtenant shall enter into a Commencement Date Agreement substantially in the form of Exhibit C attached hereto confirming the Commencement Date promptly following the Commencement Date, provided that any reason Landlord cannot deliver possession failure of the Premises parties to Tenant on said date, Landlord execute such written agreement shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, established as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. (a) The “Commencement Date Date” of this Lease shall be established as of the earliest later to occur of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) that is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled the date of Substantial Completion of all of the Improvements, including the Building and Tenant Improvements; or (b) January 1, 2011. Upon the determination of the date of Substantial Completion and the Commencement Date, at either party’s request, Landlord and Tenant shall sign an agreement setting forth the Commencement Date for and the expiration date of the Initial Term; provided, however, that the failure of the parties to do so shall not affect the determination of such dates, nor Landlord’s or Tenant’s respective rights and obligations hereunder from and after the Commencement Date. (b) Landlord shall construct and complete all the Improvements, including the Building and all the Tenant Improvements, in accordance with the Improvements Plans and Specifications and the Tenant Improvements Plans and Specifications and the terms and provisions of the Work Letter. (c) Landlord shall use commercially reasonable efforts to Substantially Complete the Improvements, including the Building and the Tenant Improvements, as follows: the Building, certain of the parking areas (subject to the terms and provisions of Section 43 below) and all Tenant Improvements on the First Floor of the Building shall be Substantially Completed on or before October 1, 2010; all Tenant Improvements on the Second Floor of the Building, together with certain of the parking areas (subject to the terms and provisions of Section 43 below) shall be Substantially Completed on or before October 15, 2010; and all Tenant Improvements on the Third Floor of the Building, together with certain of the parking areas (subject to the terms and provisions of Section 43 below) shall be Substantially Completed on or before November 1, 2010. If Landlord is unable to Substantially Complete all of the Building and other Improvements, including all Tenant Improvement Work on the respective floors in accordance with the above Schedule (each a “Target Completion Date”), and such delay is not due to any reasonact, other than Tenant's Delays omission of Tenant or its agents, representatives, contractors or employees, or to a Tenant Change Order as defined in Section 2.2 of the Work Letter attached hereto (in which event each of the Target Completion Dates shall be adjusted as Exhibit "D," set forth therein), or to any Force Majeure Event (as hereinafter defined at Section 42), or, subject to the terms of Section 2.2(b) above, to the failure of Tenant mayto assign the Option Agreement to Landlord on or before September 30, 2009 as set forth at Section 2.2(e) above (in which event, subject to the limitations set forth at Section 2.2(e) above, each of the Target Completion Dates shall be adjusted as set forth therein), or to the failure of Landlord to acquire the Land pursuant to the Option Agreement on or before September 30, 2009 as set forth at Section 2.2(e) above (in which event, subject to the limitations set forth at Section 2.2(e) above, each of the Target Completion Dates shall be adjusted as set forth therein), Tenant shall: (i) accrue one (1) day of free Rent for each of the first thirty (30) days beyond such Target Completion Date that such Substantial Completion is delayed by Landlord; (ii) accrue two (2) days of free Rent for each of the second successive thirty (30) days beyond the applicable Target Completion Date(s) that such applicable Substantial Completion is delayed by Landlord; (iii) accrue three (3) days of free Rent for each day beyond the sixtieth (60th) day after the applicable Target Completion Date that such applicable Substantial Completion(s) is delayed by Landlord. In the event that Substantial Completion of all the Improvements and all the Tenant Improvements is delayed by Landlord for more than ninety (90) days following the November 1, 2010 Target Completion Date, Tenant shall have the right, upon thirty (30) days additional written notice to Landlord, and as its sole and exclusive remedies as a result of such failure by Landlord, to: (x) terminate this Lease, whereupon neither party shall have any further liability under this Lease except that Landlord shall be liable to Tenant for the value of all free rent accrued to the date of termination of this Lease and Tenant shall have the right, at Tenant's its option, to acquire the Premises (the “Liquidated Damages Purchase Option”) pursuant to the terms set forth in Section 3.2(d) by notice notifying Landlord in writing that Tenant is exercising the Liquidated Damages Purchase Option; or (y) perform any incomplete work to Landlord within ten complete the Building, other Improvements and/or the Tenant Improvement(s), as applicable, on behalf of Landlord. In the event that Tenant elects to perform any such incomplete work pursuant to subsection (10y) days thereafterof this Section 3.2(b), advise Landlord Tenant shall, as of the Commencement Date, be entitled to a credit against Rent in the amount of (A) all reasonable costs and expenses incurred by Tenant as a result of said work and (B) Tenant shall be entitled to free Rent for each day after each applicable Target Completion Date until Substantial Completion of each applicable portion of the Building, Improvements and/or Tenant Improvements; provided that the parties shall, prior to Tenant's intent ’s commencement of any such work, attempt to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant agree in writing upon a statement of budget for any and all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date associated with any such incomplete Base Building Work and Tenant Improvement Work, but failure of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties to so agree shall be discharged not delay or prevent Tenant from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, exercising its remedies hereunder and Landlord shall thereupon return reserve its rights to contest the reasonableness of any money previously deposited by Tenant. If such written notice claim of intent to cancel Tenant for costs incurred by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs to complete the Improvements and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectthe Tenant Improvements. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Notwithstanding the date the Aggregate Improvements for the 10th Floor Space (as described in Paragraph 6 below) are substantially completed by Tenant or the date Tenant receives a TCO or its equivalent for the 10th Floor Space, the Commencement Date for the 10th Floor space shall be the same as the Commencement Date for the remainder of the Premises (excluding the Additional Space) and such Commencement Date shall continue to be determined pursuant to Section 1 (p) of the earliest Lease without any reference or regard to the 10th Floor Space or the status of the Aggregate Improvements therefor, it being acknowledged by Tenant that: (a) the date on which Tenant takes possession 10th Floor Space and the remainder of or commences business operations upon the Premises or any part thereof ("excluding the Additional Space) have previously been delivered by Landlord to Tenant in the condition described on Attachment 1 to the Work Letter Agreement attached to the Lease Commencement Date")as Exhibit C; or (b) the date on which Landlord's Work (as 10th Floor Space is not part of any Package described in Section 14 below1(p) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord canand thus will not deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder delay or extend the term Commencement Date or the Final Period described therein, notwithstanding any subsequently occurring Force Majeure Delays or Landlord Delays which actually delay substantial completion of the Aggregate Improvements for the 10th Floor Space; and (c) Package 4 was deemed delivered pursuant to Section 1(p) of the Lease on March 30, 1990, and thus the Commencement Date for the Premises and 10th Floor Space is scheduled to occur on August 27, 1990, which is 150 days after such deemed delivery date. Notwithstanding subclause (b) above, Landlord agrees that for each day that Tenant is actually delayed beyond the Commencement Date in substantially completing the Aggregate Improvements for the 10th Floor Space as a result of Force Majeure Delays occurring after the date hereof; but in such case, and/or as a result of Landlord Delays occurring after the date hereof for which Tenant has provided Landlord requisite notice and opportunity to cure as set forth on Pages 15 and 16 of Section 1(p), Tenant shall not be obligated entitled to pay rent or perform any other obligations a corresponding abatement of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when one (1) day’s Base Rent otherwise payable for the improvements to 10th Floor Space. Such abatement shall be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access addition to the Premises6-month abatement provided in Paragraph 4(a) below. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Second Additional Premises Commencement Date and Tenant's obligation to pay rent under the Seventh Amendment shall be governed by Paragraphs 3 and 5 of the Seventh Amendment. However, if there shall be a delay beyond the scheduled Second Additional Premises Commencement Date in the substantial completion of the Improvements as a result of: 7.1 Tenant's failure to submit or revise the Space Plan within the time limits provided herein; 7.2 Tenant's failure to submit or revise the Plans within the time limits provided herein; 7.3 Tenant's failure to approve the Cost Breakdown or to pay the sum specified in Section 5.2 above within the time limits provided herein; 7.4 Tenant's request for Non-Standards, whether as to materials or installation, that extends the time it takes to obtain necessary building permits or other governmental authorizations or extends the time for the construction period; 7.5 Insufficiency of the Plans that extends the time it takes to obtain necessary building permits or other governmental authorizations or changes in the Plans required by the applicable governmental regulatory agencies reviewing the Plans; 7.6 Tenant's changes in the Plans after the approval by Landlord; 7.7 Any other act or omission of Tenant constituting a delay; then the Second Additional Premises Commencement Date shall be not occur until such time as the earliest of Improvements are substantially complete, however, Tenant shall pay to Landlord an amount equal to one thirtieth (a1/3olh) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Base Rent due with respect to the Second Additional Premises to for the first full calendar month of the Second Additional Premises Term for each day of Tenant on said dateDelay. Upon substantial completion of the Improvements, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of notify Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, reasonable estimate of the date Landlord shall not could have delivered possession of the Second Additional Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord but for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, Delays and Tenant shall immediately pay rent to Landlord the amount described above for such occupancythe period of Tenant Delay.

Commencement Date. The Subject to the terms and conditions set forth herein, Landlord hereby leases and demises to Tenant and Tenant hereby takes and leases from Landlord that certain space identified in Article 1 and shown on a plan attached hereto as Exhibit A (“Premises”) for a term (“Term”) commencing on the Commencement Date shall be and ending on the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (Expiration Date set forth in Article 1, unless sooner terminated as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1provided herein. Notwithstanding the Scheduled The Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession Article 1 shall be advanced to such earlier date as Tenant commences substantial occupancy of the Premises to (as defined in Article 1) for the conduct of its business (it being understood that interim, phased occupancy of less than a substantial portion of the Premises during the construction of the Tenant on said dateImprovements shall not trigger the Commencement Date). Upon the earlier of (i) substantial completion of the Tenant Improvements, the date of which shall be established by Landlord’s construction supervisor, or (ii) the date by which Tenant has substantially occupied the Premises as provided in Article 1.H set forth above, Landlord shall not be subject execute and deliver to any liability thereforTenant the Commencement Date Confirmation in the form as set forth in Exhibit E, nor which Tenant shall such execute and return to Landlord within 5 days after receipt thereof. Tenant’s failure affect to timely execute and deliver the validity of this Lease or Commencement Date Confirmation shall constitute an acknowledgment by Tenant that the obligations of Tenant hereunder or extend the term hereof; but statements included in such casenotice are true and correct, without exception. If Tenant disagrees with any matters set forth in the Commencement Date Confirmation, it shall set forth in a written notice to Landlord within such five-day period the matters which it disagrees with, the reasons for such disagreement, and the Commencement Date which Tenant contends should be established. Landlord shall have five days thereafter to accept or reject Tenant’s proposed Commencement Date. If Landlord rejects such date, then the date set forth in the initial Commence Date Confirmation executed and delivered by Landlord shall be used for the purposes hereof until the matter is resolved by legal proceedings or further agreement of the Parties. To the extent the Premises includes an entire floor of the Building, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession have exclusive use of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises Common Areas located within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectfloor. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Notwithstanding anything contained herein to the ----------------- contrary, the Commencement Date shall be deemed to be the earliest of earlier of: (a) the date on which Tenant takes possession Tenant, or any person occupying any portion of or the Premises with Tenant's permission, commences business operations upon from the Premises or any part thereof ("Lease Commencement Date"); Premises, or (b) the first (1st) business day following the date on which of Landlord's Work delivery of the Premises to Tenant upfitted in accordance with the Plans (as described hereinafter defined) or the date upon which Landlord would have delivered the Premises to Tenant upfitted in Section 14 belowaccordance with the Plans but for Tenant Delays (as hereinafter defined). Landlord shall act in good faith and use diligent efforts to (i) is substantially completed commence the Tenant Improvements (as determined by Landlord hereinafter defined) as soon as reasonably practical under the circumstances following the completion of the Plans), and ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot ii) deliver exclusive possession of the Premises to Tenant with Landlord's Work and the Tenant Improvements all Substantially Completed in accordance with the Plans to Tenant on said dateor before that date (the "Target Date") which is twelve (12) full weeks following the issuance of a building permit by the applicable governmental authority for the Tenant Improvements (Landlord agreeing to use diligent efforts to obtain a building permit). Prior to Tenant's occupancy of the Premises, the parties shall agree on certain "punchlist" items to be completed after Tenant's occupancy, and Landlord shall not be subject agrees to any liability therefor, nor shall complete such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; punchlist items promptly after occupancy but in such case, no event more than sixty (60) days after the date Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until takes possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date except for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of delays beyond Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectreasonable control. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date 2.4.1 Landlord shall complete the Tenant Improvements in accordance with the Plans and Specifications. Landlord's completion of the Tenant Improvements shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which performed by Landlord's Work (contractors, and the Tenant Improvement Allowance shall be applied against the cost thereof as described provided in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1paragraph 2.5 hereof. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such caseoccurred, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, notify Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord of its objections within ten five (105) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days Business Days after its receipt of such notice, the Landlord's notice described in the preceding sentence. Landlord shall submit to Tenant have a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's reasonable time after its receipt of Tenant's notice of intent in which to cancel. This Lease shall thereafter take such action as may be cancelednecessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been achieved. Taking of possession by Tenant shall establish the parties Commencement Date as specified in the definition of that term even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Taking of possession shall further establish that the Premises are in good and satisfactory condition on the Commencement Date and, except as expressly provided below with respect to latent defects in the Tenant Improvements, any alleged defects or deficiencies are waived by the Tenant except for any incomplete Punch List Work. Tenant shall notify the Landlord in writing within three (3) months after Substantial Completion of the existence of any latent defects pertaining to the Tenant Improvements. If Tenant fails to notify the Landlord of any latent defects pertaining to the Tenant Improvements within such period, Tenant shall be discharged from deemed to have waived any rights on account thereof. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. With the exception of the Tenant Improvements to be made by Landlord, Tenant acknowledges that the Premises shall be delivered AS IS and that no representations as to the condition of the Premises have been made by Landlord. In the event of any dispute as to whether Substantial Completion has occurred, the receipt of a temporary certificate of occupancy shall be conclusive unless a temporary certificate of occupancy is unavailable or delayed due to causes which are Tenant's responsibility. If on the Commencement Date, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of Landlord, which consent shall not be unreasonably withheld. 2.4.2 Tenant shall be permitted entry into the Premises before Substantial Completion for the limited purpose of installing such wiring and cabling in the Premises as are approved by Landlord in accordance with the paragraph entitled "Tenant Alterations". Approved wiring and cabling will be in addition to the Tenant Improvements and shall be governed by the paragraphs entitled "Tenant Alterations" and "Tenants Work Performance." Tenant, its contractors and designees may enter into the Premises for the purposes described in this subparagraph twenty-eight (28) days in advance of the scheduled date for Substantial Completion, but any such entry shall be at the Tenant's risk and subject to all obligations hereunderthe terms of the Lease, if except the obligation to pay Base Rent. If installation and only if Tenant reimburses Landlord for all such costs and expenses as stated in work performed during the period of Tenant's early entry delay Substantial Completion or interfere with or damage the Landlord's notice work, Tenant shall be responsible for the damage caused Landlord. Further, any such delay in Substantial Completion shall be deemed "Tenant Delay" and the Commencement Date shall be deemed to have occurred on the date that Substantial Completion would have been achieved absent such Tenant Delay. 2.4.3 Notwithstanding anything to the contrary contained herein, in the event that Landlord has not achieved Substantial Completion of the Tenant Improvements within ten one hundred twenty (10120) days after Tenant's receipt thereof, the date of this Lease (subject to extension for Tenant Delay and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice for events of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, force majeure as aforesaidprovided in Paragraph 6.8), then in either such event Tenant's Tenant shall have the right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of upon not less than fifteen (15) days written notice given to the premises Landlord prior to the date that the Landlord has achieved Substantial Completion, provided such cancellation shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under void and this Lease are substantially completed, (2) the Building Utilities are ready for use shall continue in full force and effect in the Premises, and event that the Landlord achieves Substantial Completion within such fifteen (315) Tenant has reasonable access to the Premisesday period. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date Term shall be for the earliest period of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth time specified in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of Information unless sooner terminated as hereinafter provided. The Term shall commence on the date the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is are delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety Tenant in “substantially completed” condition (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto Agreement), subject to adjustment for “Tenant Delays” as Exhibit "D," provided in the Work Letter Agreement and shall continue thereafter in full force and effect for the period specified as the Term or until this Lease is terminated as otherwise provided herein; provided, Tenant mayshall have the option, to be exercised by written notice (“Commencement Date Delay Notice”) to Landlord delivered no later than two (2) days after Tenant has received notice of the date that the Premises will be substantially complete, to delay the commencement of the Term for a period not to exceed thirty (30) days after the date that the Premises are substantially complete (as such date of substantial completion may be adjusted for Tenant Delays as provided in the Work Letter). The date of substantial completion or, if Tenant delivers a Commencement Date Delay Notice, such delayed date, shall be the “Commencement Date”. If the Premises are not substantially completed by September 1, 2008 (the “Outside Date”), Landlord shall use commercially reasonable efforts to make other space in the Building or in other buildings owned by Landlord in the vicinity of the Building, available for Tenant’s use on a temporary basis pending substantial completion of the Premises, at Tenant's option, the same base rental rate per rentable square foot as would be payable by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel Tenant under this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties The Outside Date shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited extended by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when one (1) the improvements to be provided by Landlord under this Lease are substantially completed, day for each day of Tenant Delay or Force Majeure delay (2) the Building Utilities are ready for use as defined in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3Section 22.15 below). If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions For purposes of this Lease, such occupancy the first “Lease Year” shall not change mean the termination dateperiod commencing on the Commencement Date and ending twelve (12) months thereafter, except that if the Commencement Date is other than the first day of a calendar month, the first “Lease Year” shall mean the period commencing on the Commencement Date and Tenant ending on the last day of the twelfth (12th) full calendar month after the Commencement Date. Thereafter, the term “Lease Year” shall pay rent for such occupancymean a period equal to twelve (12) full calendar months.

Commencement Date. The Commencement Date This Lease Agreement shall be for an initial term of ten (10) years (the earliest “Initial Term”) commencing on the “Commencement Date” (as hereinafter defined). The term “Commencement Date” shall mean the earlier of the date of (ai) Substantial Completion, as hereinafter defined in Section 1.1(b) below, and delivery of an SNDA, as hereinafter defined, pursuant to the terms and conditions set forth in this Lease Agreement or (ii) the occupancy of the Demised Premises and commencement of business operations by Tenant or (iii) the date on which that Substantial Completion would have occurred but for the delay caused or contributed to by any act or neglect of Tenant takes possession or those acting for or under Tenant (including Tenant Change Orders, Tenant Installation Work, Tenant Installation Contractor and Tenant Installation Contracts) (calculated in whole days for the actual number of days of delay), including delays attributable to Tenant’s responses to or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (delivery of plans and specifications as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity Article 2 of this Lease or the obligations Tenant’s selection of special or long lead time items beyond Landlord’s control (provided Landlord notifies Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing of any long lead items and the actual number of days it will take to Landlord receive such items within ten (10) business days thereafterafter Landlord’s initial receipt of plans or specifications including such item, advise and then only to the extent that such delay could not be avoided or reduced by Landlord’s timely ordering of such item, allowing for such long lead time.) (collectively “Tenant Delay”). If Landlord of Tenant's intent desires to cancel this Lease. Within allege that Tenant Delay has occurred, no later than ten (10) business days after its receipt the occurrence of such noticea Tenant Delay, Landlord shall submit deliver Tenant written notice that an alleged Tenant Delay has occurred; provided, however, that with respect to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements subparagraph (iii) hereof, to the Premises up extent any other Force Majeure Event coincides with an event of Tenant Delay, the date that Substantial Completion would have occurred but for such other Force Majeure Event will be extended “day for day” to the date extent of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectother Force Majeure Event. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The term of this Lease (“Term”) shall be sixty (60) months commencing on the Commencement Date (as defined below), unless sooner terminated and subject to any extensions granted hereunder. The “Commencement Date” of this Lease shall be the earliest earlier of (ai) substantial completion of the Tenant Improvements (as defined below) and the Additional Work (as defined below), and (ii) the date on which that Tenant takes possession commences occupancy and use of or commences the Premises for the purpose of conducting Tenant’s business operations upon therein (the commencement of such occupancy and use shall be deemed to constitute “possession” for purposes of this Lease and Tenant shall not be deemed to be “in possession” of the Premises or any part thereof prior to the commencement of such occupancy and use). For purposes of this Lease, the date of “substantial completion” of the Tenant Improvements and Additional Work shall be the date that all of the following has occurred: ("Lease Commencement Date"); or (bi) the Tenant Improvements and Additional Work are complete except for minor items of adjustment or repair of the type commonly found on an architect’s punchlist which would not materially interfere with Tenant’s use and enjoyment of the Premises for their intended purpose; (ii) the City of Sunnyvale has approved the Tenant Improvements and Additional Work in accordance with its building code, evidenced by its completion of a final inspection and written approval of such improvements as so completed in accordance with the building permit(s) issued for the Tenant Improvements and/or Additional Work. If the Commencement Date is other than the first day of a calendar month and/or if the expiration date on which Landlord's Work of this Lease is other than the last day of a calendar month, Rent (as described in Section 14 defined below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding shall be prorated for the Scheduled month in which the Commencement Date set forth in or expiration date, as applicable, occurs on the Basic Lease Provisions, if for any reason Landlord cannot deliver basis of the number of days that Tenant had possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall during such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectcalendar month. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The term of this Lease (“Lease Term”) shall be for the period specified in Paragraph 1.5 above, commencing on the date set forth in Paragraph 1.6 (“Commencement Date”); provided, however, the Commencement Date shall be delayed until such time as the Interior Work is Substantially Completed (as defined below) and at least three (3) weeks have elapsed in the Early Access Period (as defined below). (a) The Interior Work shall be deemed to be “Substantially Completed” upon the occurrence of the earliest of the following: (ai) The date on which all improvements to be constructed by Landlord have been substantially completed except for punch list items which do not prevent Tenant from using the Premises for its intended use, and the appropriate governmental approvals for occupancy of the Premises have been issued; or (ii) the date on which all improvements to be constructed by Landlord would have been substantially completed except for such work as Landlord is required to perform but which is delayed because of any of the following (each, a “Tenant takes possession Delay”): (A) delays in Tenant’s architect completing the Preliminary Interior Improvement Plans or the Final Interior Improvement Plans; (B) fault or neglect of Tenant, acts of Tenant or commences business operations upon Tenant’s agents (including without limitation delays caused by work done on the Premises by Tenant or any part thereof ("Lease Commencement Date"Tenant’s agents or by acts of Tenant’s contractors or subcontractors); (C) delays caused by change orders requested by Tenant or required because of any errors or omissions in plans submitted by Tenant; and (bD) such work as Landlord is required to perform but cannot complete until Tenant performs necessary portions of construction work it has elected or is required to do; provided, however, Tenant Delays shall not include any delays caused by Landlord or Landlord’s architect or contractor in performing work relating to the Exterior Work; or (iii) the date on which Landlord's Work (as described Tenant opens for business in Section 14 below) the Premises. If the Commencement Date is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding a date other than the Scheduled Commencement date set forth in Paragraph 1.6, then the Ending Date set forth in Paragraph 1.7, the Basic Lease Provisionsrental adjustment dates set forth in Paragraph 1.8 and any other certain dates specified herein shall be adjusted accordingly. When the Commencement Date, if for any reason Ending Date, rental adjustment dates, and such other dates become ascertainable, Landlord cannot deliver possession and Tenant shall specify the same in writing, in the form of the Premises attached Exhibit C, which writing shall be deemed incorporated herein. Tenant’s failure to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect execute and deliver the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord C within ten thirty (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (1030) days after its receipt of such noticeTenant receives written request from Landlord to do so (subject to any legitimate disagreement by Tenant with the terms thereof, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the which both parties shall use reasonable efforts to resolve) shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel a Default by Tenant is not timely received by Landlord, hereunder. The expiration of the Lease Term or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel sooner termination of this Lease hereunder shall terminate and be of no further force or effectis referred to herein as the “Lease Termination. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.”

Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall be end on the earliest of (a) the date on which Tenant takes Expiration Date. If Landlord does not tender possession of the Additional Second Floor Space or commences business operations upon the Premises Additional Third Floor Space to Tenant on or before any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisionsspecified date, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said datewhatsoever, Landlord shall not be subject to liable for any liability therefordamage thereby caused, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Additional Second Floor Space or the Additional Third Floor Space, as applicable, to pay rent Tenant. Landlord shall be deemed to have tendered possession of the Additional Second Floor Space or perform the Additional Third Floor Space, as applicable, to Tenant upon the giving of notice by Landlord to Tenant stating that such space is vacant, in the condition required by this Lease and available for Tenant's occupancy. No failure to tender possession of the Additional Second Floor Space or the Additional Third Floor Space to Tenant on or before any specified date shall affect any other obligations of Tenant under hereunder. There shall be no postponement of the terms Additional Second Floor Space or the Additional Third Floor Space (or the corresponding Rent Commencement Date with respect to the Additional Second Floor Space or the Additional Third Floor Space, as applicable) for (i) any delay in the tender of this Leasepossession to Tenant which results from any Tenant Delay or (ii) any delays by Landlord in the performance of any Punch List Items related to the Additional Second Floor Space Improvements or the Additional Third Floor Space Improvements (as each such term is defined in Rider R1-B), except as may be otherwise provided applicable (Tenant shall have available to it the remedy described below in this LeaseSection 2.2 in the case of any such delay by Landlord in performing any Punch List Items). Once the Additional Second Floor Space and the Additional Third Floor Space Commencement Date are determined, until possession Landlord and Tenant shall execute an agreement stating the Additional Second Floor Space Commencement Date, the Additional Third Floor Space Commencement Date, the respective Rent Commencement Dates and the Expiration Date, but the failure to do so will not affect the determination of such dates. If Landlord fails to perform and complete any Punch List Items within 30 days after the creation of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession list of the Premises within ninety (90) Punch List Items and such failure continues for more than 30 days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," after notice by Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such noticefailure, or if such failure is of a nature that it cannot be completely remedied within 30 days, failure by Landlord shall submit to commence to remedy such failure within said 30 days, and thereafter diligently prosecute to completion all steps necessary to completely remedy such failure within 90 days, Tenant a statement of all may perform and complete such Punch List Items at Landlord's expense. All costs and expenses reasonably incurred or irrevocably committed by Tenant in connection with any such performance and completion by Tenant shall be paid by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant within 30 days after Landlord receives an invoice therefor from Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties which shall be discharged from all obligations hereunder, if accompanied by true and only if Tenant reimburses Landlord complete copies of invoices and other reasonable support for all such the costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectinvoiced. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Commencement Date COMMENCEMENT DATE" shall be mean the earliest last to occur of (a) the date on which Tenant takes possession has received the certificate of or commences business operations upon Architect that the Building has been substantially completed in accordance with Paragraph 3.B; (b) sixty (60) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises or any part thereof have been substantially completed pursuant to the Tenant Improvement Plans; and ("Lease Commencement Date"); or (bc) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisionshas secured all necessary certificates, if authorizations, permits and approvals customarily given for any reason Landlord cannot deliver possession occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety Delay (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto Letter) shall be the sole cause of delay of the Commencement Date to a date subsequent to that on which the Commencement Date would have occurred had such Tenant Delay not occurred, then notwithstanding the foregoing definition of Commencement Date, the Commencement Date for all purposes of this Lease shall be deemed to be such earlier date as Exhibit "D," the Commencement Date would have occurred had such Tenant may, at TenantDelay not occurred. If the Landlord's option, by notice in writing Space Planner and Tena▇▇'▇ ▇pace Planner are unable to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up agree as to the date of Landlord's receipt such substantial completion of Tenant's notice of intent to cancel. This Lease shall thereafter be canceledthe entire Premises, and the parties such matter shall be discharged from all obligations hereunder, if and only if determined in accordance with Paragraph 3.E. hereof. Landlord shall provide Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten with at least sixty (1060) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such prior written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession the anticipated substantial completion of the premises entire Premises and Building as described in Paragraph 3.B. and a second written notice on the date which Landlord claims as the actual substantial completion date for the Premises which shall be deemed delivered sixty days prior to the Commencement Date. Landlord shall from time to time during construction on the Premises provide Tenant when with at least sixty (160) days prior written notice of the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in anticipated substantial completion date of each full floor portion of the Premises, and (3) Tenant has reasonable access to a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises. 2.2.3. If , upon five (5) business days prior written notice to Landlord, Tenant occupies shall be entitled to take possession of such floor and occupy it for Tenant's business without charge, except for Landlord's ascertainable out-of-pocket costs for those services specified in Paragraphs 8.A.(i) and (iii) and 8.A.(x) (if Tenant is the only tenant in the Building and additional security is required because of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancyin question.

Commencement Date. The Commencement Date shall be Term will begin on the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Actual Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord (. The "Rental Actual Commencement Date"). 2.2.1. Notwithstanding " is scheduled to be around the Scheduled Initial Commencement Date set forth in the Basic Lease ProvisionsData Section, if for or unless Landlord is delayed in completing any reason Landlord's "Initial Fit-Out Work" (defined in paragraph 3.04). In the case of any such delay, the Actual Commencement Date shall be the Initial Commencement Date extended to the date on which Landlord cannot deliver tenders possession of the Leased Premises to Tenant, in substantially the condition promised to Tenant on said date, Landlord shall not (for example - as-is & broom clean and/or with substantial completion of Landlord's Initial Fit-Out Work - as may be subject to any liability therefor, nor shall such failure affect the validity set forth in other provisions of this Lease or regarding the obligations condition of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated Leased Premises upon delivery to pay rent or perform any other obligations of Tenant under the terms Tenant). The Actual Commencement Date of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to the following conditions all provisions being satisfied. (1) Landlord shall have performed and made the Leased Premises available to Tenant or its occupancy for Tenant's exclusive use and possession; (2) Landlord has substantially completed the work pursuant to the work and drawings to be approved by Tenant pursuant to Exhibit C - Landlord's Initial Fit-Out Work; (3) A Certificate of this LeaseOccupancy permitting the occupancy by Tenant of the Leased Premises for its permitted use has been issued by the applicable governmental authority; (4) Landlord has provided that all building systems serving the Leased Premises are in good operating condition and (5) Landlord shall obtain and deliver to Tenant an executed Agreement in recordable form executed by the existing Mortgagee granting the subordination and non-disturbance agreement in form and content reasonably similar to the attached. Landlord shall use reasonably diligent efforts and proceed with due diligence to complete the construction of the Building and Leased Premises and obtain a Certificate of Occupancy for the Building and for the Leased Premises by the Initial Commencement Date of around December 20, such occupancy 2002. In the event that Landlord has not completed the Landlord's Initial Fit-Out Work by January 31, 2003, Tenant, at its sole option, shall not change have the right to terminate the Lease and be released from any further obligations by notifying Landlord within 15 days thereafter. This termination dateright is subject to Exhibit C, and Tenant shall pay rent for such occupancyspecifically regarding Tenant's obligation to deliver Landlord approved Initial Fit-Out Plans.

Commencement Date. The Commencement Date "Initial Term" shall be for a period of five (5) Lease Years (as such term is defined hereinbelow), unless sooner terminated as provided herein. The Initial Term shall begin on the earliest of date (the "Commencement Date") that is the earlier to occur of: (i) one hundred-eighty (180) days from: (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof Delivery Date ("Lease Commencement Date"as such term is defined hereinbelow); or (bB) the date Tenant opens for business to the public. As used herein, the term: (1) "Lease Term" shall include the Initial Term and any exercised Option pursuant to the terms of Section 2.B hereof; (2) "Lease Year" shall mean each successive twelve (12) month period occurring during the Lease Term or any extension or renewal thereof, provided if the Commencement Date is not the first day of a month, then the first Lease Year shall also include the balance of the month in which the Commencement Date occurs, so that the first "Lease Year" shall begin on which the Commencement Date and end on the last day of the twelfth (12th) full calendar month thereafter; and (3) the "Delivery Date" shall be the date of the later to occur of: (i) the full execution of the Lease by both parties (and ▇▇▇▇▇▇'s receipt of a copy of the same); (ii) Tenant's receipt of all keys required for ▇▇▇▇▇▇'s possession of the Premises; or (iii) Landlord's substantial completion of Landlord's Work (as described such term is defined in Section 14 below4 hereof). Within thirty (30) is substantially completed as determined by Landlord ("Rental days after the Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject provide to any liability thereforTenant, nor and Tenant and Landlord shall such failure affect execute, a Commencement Date Agreement setting the validity of this Lease or Commencement Date and the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession expiration date of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined Initial Term in the Work Letter form attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. D. If Tenant occupies the Premises prior to said the Commencement Date, such early occupancy shall be subject to all provisions of the terms and conditions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. The Term of the Lease shall commence ("Commencement Date shall be Date") on the earliest first day of (a) the first full month following the date on which the Premises are Substantially Complete (as hereinafter defined) except that if Substantial Completion occurs on the first day of a month, that date shall be the Commencement Date, and the Lease shall continue in full force and effect for the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Premises shall be deemed to be "Substantially Complete" on the earliest of the date on which: (1) Landlord files or causes to be filed with the City in which the Premises are located (if required) and delivers to Tenant takes possession an architect's notice of substantial completion, or similar written notice that the Premises are substantially complete, (2) Tenant commences business operations upon in the Premises or any part thereof ("Lease Commencement Date"); Premises, or (b3) a certificate of occupancy is issued for the date on which Landlord's Work Premises. Landlord shall arrange for the construction of certain Tenant Improvements (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth defined in the Basic Lease ProvisionsWork Letter), if for any reason Landlord cannot deliver possession any, in accordance with and subject to the terms of the Work Letter attached hereto as EXHIBIT B. Tenant shall, upon demand after delivery of the Premises to Tenant Tenant, execute and deliver to Landlord a Commencement Date Memorandum in the form attached hereto as EXHIBIT C acknowledging (i) the Commencement Date, (ii) the final square footage of the Premises and any necessary adjustments to Base Rent, rental adjustments, Tenant's Building Share or Tenant's Site Share as provided in Section 1.1 above, and (iii) Tenant's acceptance of the Premises. If the Premises are not Substantially Complete on said datethe Estimated Commencement Date, this Lease shall remain in effect, Landlord shall not be subject to any liability thereforliability, nor and the Commencement Date shall such failure affect be delayed until the validity of this Lease or date the obligations of Premises are Substantially Complete. Tenant hereunder or extend acknowledges that it has had an adequate opportunity to inspect and investigate all matters relevant to the term hereof; but in such casePremises, using experts and other qualified professionals, and that Tenant shall not be obligated to pay rent or perform any other obligations of has determined that the Premises are acceptable for Tenant's use. Tenant under the terms of this Leasefurther acknowledges that, except as may be otherwise to the limited extent, if any, specifically provided in this Lease, until possession neither Landlord nor any broker or agent has made any representations or warranties in connection with the physical condition of the Premises is delivered to or their fitness for Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date 's use upon which ▇▇▇▇▇▇ has relied directly or indirectly for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effectpurpose. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. (a) The term of this Lease and the estate hereby granted (the “Lease Term”) shall commence on (i) August 1, 2007 for the 20th Floor Premises and the 21st Floor Premises (the “20th and 21st Floor Commencement Date”), and (ii) September 1, 2007 for the 19th Floor Premises (the “19th Floor Commencement Date”), provided that the respective Premises shall have been delivered to Tenant on the applicable Commencement Date. The 19th Floor Commencement Date and the 20th and 21st Floor Commencement Date are sometimes each referred to herein as a “Commencement Date” and collectively as the “Commencement Dates”. Landlord shall use reasonable efforts to deliver possession of the applicable Premises to Tenant on the applicable Commencement Date (each an “Original Delivery Date”). If Landlord fails to deliver possession of the applicable Premises on the applicable Commencement Date for any reason beyond Landlord’s reasonable control, Landlord shall use reasonable efforts to deliver possession of the applicable Premises to Tenant as soon thereafter as shall be reasonably possible and such Commencement Date shall be deemed to be the earliest first (1st) day thereafter that actual possession is so delivered (provided that Landlord shall have given Tenant not less than ten (10) Operating Days prior notice of such revised delivery date) and, except as otherwise set forth in Section 3.1(b) through (af) below, the date on which postponement of the applicable Commencement Date shall be Tenant’s sole remedy at law or in equity (Tenant takes possession hereby waiving any right to rescind this Lease and/or to recover any damages for such delay, except as otherwise set forth in Section 3.1(b) through (f) below), but in no event shall the 20th and 21st Floor Commencement Date be later than the 19th Floor Commencement Date. The foregoing is intended to be “an express provision to the contrary” under Section 223-a of or commences business operations upon the Premises New York Real Property Law or any part thereof ("Lease Commencement Date"); or successor statute of similar import. (b) If the date on which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled 19th Floor Commencement Date set forth in shall occur more than thirty (30) days after the Basic Lease Provisions20th and 21st Floor Commencement Date (the “Outside Date”), if which Outside Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the 20th Floor Rent Concession Period (hereinafter defined) and the 21st Floor Rent Concession Period (hereinafter defined) shall be increased by one (1) day for any reason each day beyond the Outside Date that Landlord cannot fails to deliver possession of the Premises 19th Floor Premises. (c) If a Commencement Date shall occur more than thirty (30) but within sixty (60) days (the “First Penalty Period”) after the applicable Original Delivery Date, which Original Delivery Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the Rent Concession Period applicable to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession portion of the Premises is delivered shall be increased by one-half (1/2) day for each day during the First Penalty Period that Landlord fails to Tenant. If, however, Landlord shall not have delivered deliver possession of such portion of the Premises Premises. (d) If a Commencement Date shall occur more than sixty (60) but within ninety (90) days following said Scheduled Commencement (the “Second Penalty Period”) after the applicable Original Delivery Date, which Original Delivery Date for any reasonshall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing Rent Concession Period applicable to Landlord within ten (10) days thereafter, advise Landlord such portion of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited increased by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when one (1) day for each day during the improvements Second Penalty Period that Landlord fails to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to deliver possession of such portion of the Premises. 2.2.3. (e) If Tenant occupies a Commencement Date shall occur more than ninety (90) but within one hundred twenty (120) days (the “Third Penalty Period”) after the applicable Original Delivery Date, which Original Delivery Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the Rent Concession Period applicable to such portion of the Premises prior to said Commencement Date, such occupancy shall be subject increased by one and one-half (1 1/2) days for each day during the Third Penalty Period that Landlord fails to all provisions deliver possession of this Leasesuch portion of the Premises. (f) If a Commencement Date shall occur more than one hundred twenty (120) days after the applicable Original Delivery Date (the “Fourth Penalty Period”), which Original Delivery Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the Rent Concession Period applicable to such occupancy portion of the Premises shall not change be increased by two (2) days for each day during the termination date, and Tenant shall pay rent for Fourth Penalty Period that Landlord fails to deliver possession of such occupancyportion of the Premises.

Commencement Date. The Commencement Date of the Lease shall be the earliest earlier of (a) the date on which which: (i) Tenant takes possession of or commences business operations upon any portion of the Premises or any part thereof in order to conduct business thereon; ("Lease Commencement Date"ii) the Premises would have been Ready for Occupancy but for Tenant Delays (as defined in the Improvement Agreement attached hereto as Exhibit B); or (biii) the Premises are Ready for Occupancy, but, in the case of (ii) and (iii), in no event before the Estimated Commencement Date. The Premises shall be deemed “Ready for Occupancy” on the date on which Landlord's Work of substantial completion (as described in Section 14 belowdefined herein) is substantially completed as determined of all Landlord’s Work to be constructed by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease ProvisionsPremises (but not the Cafeteria and Fitness Center, if for any reason Landlord cannot deliver possession of the Premises to which Tenant on said date, Landlord acknowledges shall not be subject to any liability therefor, nor shall such failure affect substantially completed until after the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this LeaseCommencement Date), except as may be otherwise provided in this Lease, until possession of for punchlist items which do not prevent Tenant from using the Premises is delivered to Tenantfor the Permitted Uses. IfTenant shall, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after receipt of demand, execute and deliver to Landlord a Commencement Date Memorandum in the form attached hereto as Exhibit C acknowledging the actual Commencement Date of this Lease. For purposes of this Lease, “substantial completion’ shall mean the date by which all of the following have occurred: (i) Landlord has substantially completed the Landlord’s Work (other than the Cafeteria and the Fitness Center) in accordance with Exhibit B of this Lease; (ii) Landlord has delivered possession of the Premises and the Landlord’s Work (other than the Cafeteria and the Fitness Center) to Tenant's receipt thereof, ; and (iii) Landlord shall thereupon return any money previously deposited has obtained a temporary certificate of occupancy from the appropriate governmental authorities required for the legal occupancy of the Premises by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access Notwithstanding anything to the Premises. 2.2.3. If Tenant occupies contrary contained in this Lease, if the Premises prior to said Commencement DateCafeteria and Fitness Center are not Ready for Occupancy by October 1, such occupancy 2002 (which date shall be subject to all provisions extension for Tenant Delays and up to ninety (90) days of this LeaseForce Majeure Delays (as defined in Exhibit B), such occupancy shall for each day thereafter that either the Cafeteria or the Fitness Center are not change the termination dateReady for Occupancy, and Tenant shall pay rent for such occupancyreceive as a credit against Base Rent (as defined in Section 3.1 below) liquidated damages in the amount of Five Hundred Dollars ($500.00) per day.

Commencement Date. (a) Subject to Tenant's performance of its obligations hereunder, including, without limitation, its payment of the sums payable to Landlord under this Article 3, Landlord, on behalf of Tenant, shall cause the Initial Leasehold Improvements to be "substantially completed" (as defined below) in accordance with the Approved Plans and possession of the Premises to be delivered to Tenant on or before the date reasonably established by Landlord and announced to Tenant in writing as provided in Section 3.01(d) above (such date, the "Occupancy Date", currently estimated to be during November 1999), subject, however, to the effect of Section 3.03 hereof. The term of this Lease and the obligations of the parties hereto shall commence on a date (hereinafter referred to as the "Commencement Date Date") which shall be the earliest sooner of (a) the date on which Tenant takes possession commences operation of or commences its business operations upon the Premises in all or any part thereof ("Lease Commencement Date")portion of the Premises; or (b) the date that the Initial Leasehold Improvements have been "substantially completed". (b) For purposes of this Article 3, the Initial Leasehold Improvements shall be deemed substantially completed when the Architect certifies to Landlord and Tenant in writing that: (i) the Initial Leasehold Improvements have been completed in accordance with the Approved Plans, subject only to normal punchlist items; and (ii) Landlord, on which behalf of Tenant, has obtained a temporary certificate of occupancy from the Town of Wilton permitting the lawful use and occupancy of the Premises for the purposes specified in this Lease. Landlord shall cause such general contractor or subcontractors to complete any outstanding punchlist items reasonably promptly following the Commencement Date. (c) Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot obligation to deliver possession of the Premises to Tenant with the Leasehold Improvements substantially completed on said dateor before the Occupancy Date shall be extended by the number of days of delay resulting from any "Force Majeure Delay," "Tenant Delay" (as such terms are defined in Section 3.03) or Landlord delay, subject to the operation of Section 3.03. (d) Landlord agrees to provide Tenant with its estimate of the projected date for the Commencement Date approximately thirty (30) days prior to the Commencement Date (but such notice shall not be subject to any liability therefor, nor shall such failure affect a condition for establishing the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy).

Commencement Date. Landlord and Tenant shall use their best efforts to complete the Building and the Initial Tenant Improvements in accordance with Exhibit D hereto on the Target Commencement Date or as soon thereafter as practicable. The determination of the Commencement Date with respect to the Initial Premises shall depend on which contractor is selected to construct the Initial Tenant Improvements. If Tenant selects the contractor engaged by Landlord to construct the shell and core of the Building (the "Shell and Core Contractor"), Landlord shall use its commercially reasonable best efforts to cause the Commencement Date to occur by May 21, 1999. If the Shell and Core Contractor's bid is the lowest received by Tenant for the construction of the Tenant Improvements, or is within two percent (2%) of the lowest bid received, and Tenant chooses a contractor other than the Shell and Core Contractor, the Commencement Date shall be deemed to occur on the date that it otherwise would have occurred had the Shell and Core Contractor been chosen to construct the Initial Tenant Improvements (as reasonably determined based on the Shell and Core Contractor's proposed schedule included in its tenant work bid.) If the Shell and Core Contractor is not the lowest bidder or within two percent (2%) of the low bidder, and Tenant chooses such low bidder, the Commencement Date shall be deemed to occur on the earlier of (i) the date five (5) weeks after that date that it otherwise would have occurred had the Shell and Core Contractor been chosen to construct the Initial Tenant Improvements (as reasonably determined based on the Shell and Core Contractor's proposed schedule included in its tenant work bid), or (ii) the date the Commencement Date would otherwise occur pursuant to the following paragraph. All of the foregoing dates are subject to the delay provisions contained in Section 3(d) below. The contractor so selected to construct the Tenant Improvements shall be hereinafter referred to as the "Tenant Improvements Contractor." The Commencement Date with respect to the Initial Premises shall be deemed to occur on (A) the later of (I) the completion date specified in the notice ("30 Day Notice") delivered to Tenant at least thirty (30) days prior to the date that the Initial Premises will be completed for occupancy or (II) the date the entirety of the Initial Premises is in fact delivered to Tenant with all of Landlord's Work and the Initial Tenant Improvements substantially completed, or (B) such earlier date as Landlord would have been able to so deliver the entire Premises to Tenant but for Tenant Delay (defined below). Subject to Tenant Delay or other causes beyond Landlord's control, Landlord shall use its best efforts to deliver the Premises to Tenant no later than the completion date specified in the 30 Day Notice. Notwithstanding the foregoing, the Commencement Date shall be deemed to have occurred with respect to the Initial Premises on the date Tenant first occupies the Initial Premises for normal business operations, if such date is earlier than the dates described above. The Commencement Date shall not be deemed to occur until the earliest following conditions shall have been satisfied by Landlord: (1) The utility and other systems servicing the Building and necessary for the operation of the Building or Tenant's occupancy and full enjoyment of the Initial Premises (asuch as elevators, plumbing, heating, ventilating, air conditioning, electrical and security systems) shall be completed and in good order and operating condition except for (A) details of construction, decoration and mechanical adjustments which do not materially interfere with Tenant's use of the date on which Tenant takes possession of or commences business operations upon the Premises or Initial Premises, and (B) any part thereof ("Lease Commencement Date"); or (b) the date on non-completion of which Landlord's Work (as described in Section 14 below) is substantially completed as determined by Landlord ("Rental Commencement Date"). 2.2.1. Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises shall be due to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof; but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within ninety (90) days following said Scheduled Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect.Delay; 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) Landlord (A) shall have obtained a temporary Certificate of Occupancy for the Initial Premises, or (B) would have been entitled to the issuance of a temporary Certificate of Occupancy for the Initial Premises, but for Tenant Delay; (3) The lobby of the Building Utilities are ready and the entrances and public portions (including the garage), stairways, corridors and elevators (including freight elevators) of the Building, shall have been finished (except for details of construction, decoration and mechanical adjustments which do not materially detract from the appearance of such areas or materially interfere with their use for normal purposes) and shall be in a clean and orderly condition affording reasonable access to all portions of the Initial Premises, or would be in such condition but for Tenant Delay; and (4) The exterior of the Building (including the installation of glass therein) shall have been completed except for (A) minor portions thereof which in the aggregate do not materially affect Tenant's use of the Premises, and (3B) Tenant has reasonable access to any part thereof the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy non-completion of which shall be subject due to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancyDelay.

Commencement Date. (a) The Commencement Date term of this Lease shall be the earliest period specified in Section "1.2" hereof as the "Lease Term". The "Rent Commencement Date" of this Lease shall commence on the earlier of (a) the date on which Tenant takes possession of or commences opening for business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) six (6) months after the date when Landlord delivers the Building Pad to Tenant provided Landlord has substantially completed all other site work as set forth on Exhibit "L" by the end of such six (6) month period, unless Landlord is prevented by Tenant's failure to complete Tenant's Work as set forth on Exhibit "T", in which event Tenant shall commence paying rent at the end of such six (6) month period notwithstanding that Tenant may not have completed Tenant's Work or opened for business. Landlord will complete Landlord's Work when Tenant has completed such work to enable Landlord to complete its work. If Landlord's Work is not substantially complete by the end of the six (as described in Section 14 below6) month period, not due to Tenant's fault, the Rent Commencement Date, shall be extended until Landlord's Work is substantially completed as determined complete. If Tenant's building is not complete by Landlord ("Rental the Rent Commencement Date"). 2.2.1. Notwithstanding , Tenant shall commence paying rent and all other charges subject to the Scheduled Commencement Date set forth in provisions of this Section 3.1 (a) and the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of failure to have the Premises to Tenant on said date, Landlord building completed shall not be subject to any liability thereforan Event of Default, nor shall such failure affect unless the validity of this Lease or Tenant's building is not completed by the obligations of Tenant hereunder or extend date provided in Section 3.3(a) below, (b) Upon the term hereof; but in such caseRent Commencement Date, the Tenant shall not (i) be obligated to pay commence payment of Minimum Rent, Additional Rent and all other charges required to be paid by the Tenant under this Lease, all of which shall be deemed to be additional rent or and (ii) be required to perform any other all obligations of required to be performed by the Tenant under the terms of this Lease, except the Lease (in addition to the obligations required to be performed by the Tenant prior to the Rent Commencement Date).  (c) As soon as may be otherwise provided in this Lease, until possession of convenient after the Premises is delivered to Tenant. If, howeverRent Commencement Date has been determined, Landlord shall not have delivered possession and Tenant agree to join with each other in the execution of a Commencement Certificate, in the Premises within ninety (90) days following said Scheduled form set forth on Exhibit "C". The Rent Commencement Date for any reason, other than Tenant's Delays as defined in the Work Letter attached hereto as Exhibit "D," Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord and specified term of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be canceled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2. Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises. 2.2.3. If Tenant occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancyCertificate.