Common use of Completion and Occupancy Clause in Contracts

Completion and Occupancy. The Tenant has examined and shall accept the premises in their existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and to the vacating and surrendering of the premises by any present occupant thereof, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available for occupancy by the Tenant on the specific date hereinabove designated for the commencement of the term hereof for any reason, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the premises shall be available for occupancy by the Tenant, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific date. No part of the premises shall be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use of such part of the premises. Pursuant to Section 223-a of the Real Property Law of the State of New York and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant on the term commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of this paragraph, the Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the date of such occupancy, unless within 10 days after such date the Tenant shall give notice to the Landlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. The Tenant has examined and shall accept the premises in their existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject 2.3.1 Subject to delay by causes beyond its the reasonable control and of Landlord, or by the action or inaction of Tenant, Landlord shall endeavor to have the vacating and surrendering Premises ready for Tenant's occupancy on or before a reasonable period of the premises by any present occupant thereof, time following execution of this Lease but not to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereofexceed sixty (60) days. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of Demised Premises are not ready for the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to 's occupancy on such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available for occupancy by the Tenant on the specific date hereinabove designated for the commencement of the term hereof for any reason, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do in connection with the layout or finish of the premisesdate, then this Lease shall not be affected thereby but, in such case, said specific such date shall be deemed to be postponed until the date when the premises shall be available Demised Premises are ready for occupancy by the Tenant, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the 's occupancy. and Tenant shall not have no any claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said such specific date. No part Notwithstanding the foregoing, if the Demised Premises are not ready for the Tenant's occupancy within ninety (90) days of the premises date of Landlord and Tenant's execution of this Lease, Tenant shall have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed unavailable ready for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premises. The Fixed Minimum Rent and all additional rent to be paid under this Lease shall commence on the Commencement Date. Notwithstanding the aforesaid, Tenant shall pay the first monthly installment of Fixed Minimum Rent on the execution of this Lease. The Demised Premises shall not be deemed to be unready for Tenant's occupancy or incomplete, nor shall any work which the Landlord is obligated to perform in such part of the premises Commencement Date be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of delayed. if only minor or insubstantial details of construction, decoration or mechanical adjustments which are minor remain to be done in character the Premises, or if the delay in the availability of the Premises for occupancy shall be due to special work, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (including, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the noncompletion of which does not materially interfere with the Tenant's use of such part of Tenant. Notwithstanding the premises. Pursuant to Section 223foregoing, Landlord and Tenant shall approve the final punch-a list for the construction of the Real Property Law of the State of New York and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant on the term commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of this paragraph, the Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises shall be conclusively deemed to have agreed that the Landlord, up Demised Premises prior to the time of such that the Demised Premises shall be deemed to be ready for Tenant's occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the date of such occupancy, unless within 10 days after such date the Tenant shall give notice to the Landlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. The Section 2.01 Tenant acknowledges that it has examined inspected the Premises and shall agrees to accept possession of same in its “as-is” physical condition on the premises in their existing condition Term Commencement Date, it being understood and state of repair and understands agreed that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and to the vacating and surrendering of the premises by any present occupant thereof, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available for occupancy by obligated to perform any alterations, improvements or repairs to the Tenant Premises or furnish to or remove from the Premises any alterations, improvements, fixtures, materials or any other property whatsoever, except that Landlord shall, at its sole expense, construct a glass office with two (2) entry doors as shown on the specific date hereinabove designated for construction drawing attached hereto as Exhibit A-l (Landlord’s Work). In the commencement of the term hereof for event that Landlord is delayed in substantially completing Landlord’s Work and such delay was caused in any reasonway by Tenant, including noncompletion by the Landlord of such work as it then Landlord’s Work shall be required by deemed substantially complete on the terms hereof to do in connection with day it otherwise would have been substantially completed but for Tenant-caused delays, and the layout or finish of the premises, then this Lease shall not be affected thereby but, in such case, said specific date Term Commencement Date shall be deemed to be postponed until said date despite the date when the premises shall be available for occupancy by the Tenantfact that Landlord’s Work was not substantially complete on said date. For purposes of Sections 1.02 and 2.01, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood “substantially complete” shall mean that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific date. No part of the premises shall be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of only minor details of construction, mechanical adjustment or decoration remain to be performed, which will not prevent Tenant from performing the construction required to prepare the Premises for Tenant’s initial occupancy. Tenant further acknowledges that it shall not be entitled to any free rent (except as provided in Section 1.10 above), concessions, credits or mechanical adjustments which are minor in character and contributions of money from Landlord with respect to the noncompletion of which does not materially interfere with Premises. During the Tenant's use of such part term of the premisesLease, Tenant shall be entitled to use, without cost, all furniture, fixtures and equipment (FF&E) existing in the Premises on the Term Commencement Date. Pursuant Tenant shall accept the FF&E in its “as-is” condition and shall solely be responsible for all repairs, maintenance and replacements required to the FF&E. All FF&E shall remain within the Premises on the Expiration Date. Section 2.02 Tenant may, from and after the Term Commencement Date, occupy the Premises for wiring, cabling, installing furniture, fixtures and equipment and to operate its business as long as Tenant is not interfering with Landlord’s Work pursuant to Section 2.01 hereof. Landlord and Tenant agree that any failure to have the Premises available to Tenant for its occupancy on a date certain shall in no way affect the validity of this Lease or the obligations of Tenant hereunder nor shall the same be construed in any wise to extend the term of this Lease or impose any liability on Landlord. The provisions of this Section 2.02 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law of the State of New York and notwithstanding any other similar law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant . The Fixed Rent reserved and covenanted to be paid under this Lease shall commence on the term commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of this paragraph, the Rent Commencement Date. Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises Premises, shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, part was in satisfactory condition as of the date of such occupancy, occupancy unless within 10 fourteen (14) days after such date the Tenant shall give written notice to the Landlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. The SECTION 2.01. Tenant acknowledges that it has examined and shall accept inspected the premises and agrees to accept possession of same in their existing its "as-is" physical condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and to the vacating and surrendering of the premises by any present occupant thereof, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available for occupancy by the Tenant on the specific date hereinabove designated for the commencement of the term hereof for any reason(provided HVAC, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do plumbing, electrical and mechanical systems are in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until working order on the date when the premises shall be available for occupancy by the Tenant, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement datehereof), it being understood and agreed that Landlord shall not be obligated to perform any alterations, improvements or repairs to the premises, except that Landlord shall at Tenant s sole cost and expense, furnish Building standard venetian blinds to each window in the premises and Tenant shall have pay Landlord's charge for the same (provided Tenant may use any existing blinds at no claim against charge). In addition to the Landlordforegoing, and the Landlord shall have no liability provide: (a) two (2) alarm points on the 30th floor for Tenant's tie-in to the Landlord's Class-E system, and (b) a trimmed opening within a demising wall, no more than six (6) feet in width in a location mutually agreed to by Landlord and Tenant, by reason of any such postponement of said specific date. SECTION 2.02. No part of Tenant shall occupy the premises as soon as the same are available for occupancy. Landlord and Tenant agree that any failure to have the premises available to Tenant for its occupancy on a date certain shall be deemed unavailable for occupancy by in no way affect the Tenant, validity of this Lease or the obligations of Tenant hereunder nor shall the same be construed in any work which wise to extend the Landlord is obligated term of this Lease or impose any liability on Landlord. The provisions of this Section 2.02 are intended to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due constitute "an express provision to the noncompletion contrary" within the meaning of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use of such part of the premises. Pursuant to Section 223-a of the New York Real Property Law of the State of New York Law. The fixed rent reserved and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant covenanted to be paid under this Lease shall commence on the term rent commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of this paragraph, the date. Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises premises, shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, part was in satisfactory condition as of the date of such occupancy, occupancy unless within 10 thirty (30) days after such date (or with respect to latent defect(s), thirty (30) days after the same is/are discovered by Tenant) Tenant shall give written notice to the Landlord specifying the respects in which the same was not in such condition. SECTION 2.03. If, by reason of any of the provisions of this Lease, the fixed rent shall commence on any date other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated.

Completion and Occupancy. The 2.3.1 Subject to the performance of Landlord’s Work (as hereinafter defined) and as otherwise set forth herein, Tenant has examined acknowledges that it is leasing the Premises on an “as-is” basis and that all tenant improvement costs requested or desired shall accept be made by Tenant at its sole cost. Landlord hereby grants Tenant the premises in their right to demolish the existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof improvements in the layout or finish Premises, including but not limited to the dismantling and removal of the premisesdemountable wall systems. Landlord shall deliver the 30 ton Trane rooftop unit (the “Supplemental Unit”) to Tenant in good operating order and condition; it being understood that Tenant shall have no right to utilize the other existing rooftop HVAC equipment. Tenant shall endeavor to complete the Tenant’s Work set forth in Article III hereof and to have the Premises ready for occupancy on or before the specific date hereinbefore designated for the Rent Commencement Date. If the Landlord shall be required by Premises are not ready for the terms hereof to do any work in the layout or finish of the premisesTenant’s occupancy on said specific date, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with other than due dispatch, subject to delay by causes beyond its reasonable control and to the vacating and surrendering failure of the premises by any present occupant thereof, Landlord to do all of such work during regular working hours and will exercise all reasonable efforts to timely complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available for occupancy by the Tenant on the specific date hereinabove designated for the commencement of the term hereof for any reason, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do in connection with the layout or finish of the premisesLandlord’s Work, then this Lease shall not be affected thereby but, in such case, said specific date and Tenant shall be deemed to be postponed until the date when the premises not have any claim against Landlord or any claim that Fixed Minimum Rent shall be available for occupancy by the Tenant, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall not be due to (a) any act or omission of on the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall have no claim against the LandlordRent Commencement Date, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said such specific date. No part Landlord shall be responsible for (i) removing from the Premises all kitchen equipment and loose furniture and equipment located in the Premises (including but not limited to all free standing chairs, file cabinets, desks, credenzas and book cases) and (ii) in the Training Room located in the Premises, for dismantling and removing all fixtures, built-in and free standing desks, and the podium (collectively, the “Initial Work”). Landlord shall complete the Initial Work within thirty (30) days of the premises execution of this Lease. In addition to the Initial Work, Landlord shall be responsible to remove the vault from the Premises (the “Vault Removal”). Landlord shall use its best efforts to complete the Vault Removal within thirty (30) days of the execution of this Lease. The Building currently includes an internal stairwell between the second and third floors of the Building. In addition to the Initial Work and the Vault Removal, Landlord shall be responsible to (i) close off the internal stairwell so that the Premises shall be secure from the other floors of offices in the Building and (ii) ensure HVAC capacity in order to comply with the performance specifications set forth in Exhibit “D” attached hereto (collectively, the “Supplemental Work”). (The Initial Work, the Vault Removal and the Supplemental Work are hereinafter collectively referred to as the “Landlord’s Work.”) Within thirty (30) days of the execution of this Lease, Landlord shall provide Tenant with copies of all plans and drawings for the Supplemental Work for Tenant’s review and approval, which approval shall not be unreasonably withheld. Tenant shall complete its review and approval of said plans and drawings within seven (7) business days after receipt. In performing the Supplemental Work, Landlord shall comply with all applicable fire safety regulations related to the stairwell. Landlord shall complete the Supplemental Work no later than May 31, 2002. Landlord shall notify Tenant when the Initial Work, the Vault Removal and the Supplemental Work, respectively, is completed. Following each such notice of completion, Tenant shall have the right to inspect the work and notify Landlord of any objection or inadequacy of the work within fifteen (15) days after Landlord’s notice to Tenant of its completion. Following receipt of such notice, Landlord shall have a right to correct any objection contained in such notice from Tenant or other deficiency raised by Tenant as to the adequacy of such work. In the event Tenant fails to so notify Landlord within said fifteen (15) day period, Tenant shall be deemed unavailable to have accepted such work as complete. Following completion of the Initial Work, Tenant shall have access to the Premises for commencement of the Tenant’s Work and installation of Tenant’s furniture and other improvements. If Landlord fails to complete the Initial Work, the Vault Removal or the Supplemental Work, respectively, within the respective times set forth herein, Tenant shall have the right to complete such work at the expense of Landlord, and Landlord shall reimburse Tenant for all costs incurred in connection therewith promptly upon demand. 2.3.2 The Premises shall be conclusively deemed ready for Tenant’s occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Premises has been issued by the governmental authority having jurisdiction, and (ii) the work to be done by Tenant (referred to on Exhibit “C” annexed hereto and made a part hereof) in the Premises have been substantially completed by Tenant in accordance with the obligations assumed by Tenant hereunder. If not available as of the execution of this Lease, Exhibit “C” shall be supplemented following the execution of this Lease with the final plans and drawings for construction of the Premises. Landlord shall’ cooperate with Tenant in obtaining a certificate of occupancy for the Premises. Tenant acknowledges that other than (i) Landlord’s initial review of the Tenant’s final plans and drawings as set forth herein and (ii) completion of the Landlord’s Work, Landlord shall have no responsibility for completion of the construction or renovation of the Premises, or the compliance of the Tenant’s Work with all local, state and federal laws and regulations including without limitation the Americans with Disabilities Act (ADA). The Premises shall not be deemed to be unready for Tenant’s occupancy or incomplete, nor shall the Rent Commencement Date be delayed, for any work which the Landlord is obligated to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due reason related to the noncompletion of details of construction, decoration decorations or mechanical adjustments which are minor required to be done in character and the noncompletion Premises, or if the delay in the availability of which does not materially interfere with the Premises for occupancy shall be due to special work, changes, alterations or additions of Tenant in the layout or finish of the Premises or any part thereof, unless due to Landlord’s acts. 2.3.3 Tenant prior to commencement of construction of the Tenant's use of such part ’s Work shall make timely submission to Landlord of the premises. Pursuant to Section 223-a of the Real Property Law of the State of New York final plans and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant on the term commencement date due to any cause of the nature drawings referred to in the preceding clause (a)Exhibit “C” for Landlord’s review and approval, (b) or (c) of this paragraph, the Tenant, except with the consent of the Landlord, which approval shall not be entitled to possession unreasonably withheld, delayed or conditioned. For Tenant’s Work consisting only of the premises until office space on the same are available third and fourth floors (but not the lobby area and Building exterior), Landlord’s failure to approve plans and drawings on any grounds other than code compliance issues and for occupancy by the Tenant and there building structure reasons, shall be no abatement deemed unreasonable. Landlord shall complete its review and approval of fixed rent by reason thereof said plans and drawings within seven (7) business days after receipt. If not available as of the Tenant shall not have any claim against the Landlord nor any right to rescind execution of this Lease, Exhibit “C” shall be supplemented following the execution of this Lease with the final plans and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part drawings for construction of the premises shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the date of such occupancy, unless within 10 days after such date the Tenant shall give notice to the Landlord specifying the respects in which the same was not in such conditionPremises.

Completion and Occupancy. The Tenant has examined and 4.1 Landlord shall accept the premises in their existing condition and state of repair and understands that no work is cause to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by work set forth under the terms hereof of the Work Letter hereof, a copy of which is attached hereto and marked as Exhibit B-4. Tenant shall be responsible for all other interior finish work which is not the responsibility of the Landlord. Tenant shall be subject to the requirements set forth in Paragraph 12 for such work and related design. Except for the work set forth in the layout or finish of Work Letter hereof, Landlord offers the premises. If Premises for lease to Tenant in "AS IS" condition and Tenant accepts the Premises as such. 4.2 Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and to the vacating and surrendering of the premises by any present occupant thereof, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available subject to any liability for occupancy by failure to give possession of the Premises to Tenant on the specific date hereinabove hereinbefore designated for the commencement of the term hereof for any reason, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the premises shall be available for occupancy by the Tenant, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific dateCommencement Date. No part of the premises Premises shall be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely Tenant if due to the noncompletion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use and enjoyment of such part of the premisesPremises. Pursuant to Section 223-In the event there is a delay in the availability of the Real Property Law of the State of New York and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available Premises for occupancy by the Tenant on the term commencement date which shall solely be due to any cause act or omission of a material nature by Tenant which is a breach of Tenant's obligations under this Lease, Tenant shall be liable for the payment of one (1) day's rent for each day of such delay. In the event there is a delay in the availability of the Premises for occupancy by Tenant which is not due to any act or omission of a material nature referred to in the preceding clause (a)by Tenant which is a breach of Tenant's obligations under this Lease, (b) or (c) of this paragraph, the Tenant, except with the consent of the Landlord, Tenant shall not be entitled to possession liable for the payment of the premises rent until the same are Premises is made available by Landlord for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant. 4.3 Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises Premises, shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for the minor details of construction, decoration and mechanical adjustment adjustments hereinbefore referred to aboveto, was in satisfactory condition as of the date of such occupancy, unless within 10 ten (10) days after such date the Tenant tenant shall give written notice to the Landlord specifying the respects in which the same was not in such condition. 4.4 If, by reason of any provision of this Lease, the Basic Rental shall commence on any day other than the first day of a calendar month, the Basic Rental for such calendar month shall be prorated.

Completion and Occupancy. 2.1. The Tenant has examined and shall accept the premises Premises in their existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the work the Landlord may be is required to do by the terms hereof in the layout or finish of the premisesthis Lease. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the The Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control control, Tenant Delay (as hereinafter defined) and to the vacating and surrendering failure of the premises by any present occupant thereofof the Premises to vacate and surrender the same, to do all of such the work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereofof this Lease. If the Landlord is required by the terms hereof this Lease to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employeesTenant Delay, the Tenant shall pay to the Landlord an amount equal to such increase in cost. 2.2. Unless otherwise specifically provided hereinin this Lease, if any of the premises space demised hereunder and constituting the Premises shall not be available for occupancy possession by the Tenant on the specific date hereinabove designated for the commencement of the term hereof with respect to such space for any reason, including noncompletion by including, without limitation, the Landlord of such work as it shall be required by the terms hereof to do continued occupancy in connection with the layout or finish a portion of the premisesPremises by a current subtenant thereof, then this Lease shall not be affected thereby but, in such case, said specific the term commencement date with respect to such space only shall be deemed to be postponed until the date when the premises such space shall be available for occupancy possession by the Tenant, provided, however, that there shall be no such postponement of said specific the term commencement date with respect to any portion of the Premises the Landlord shall deliver possession of to the Tenant or for any period of delay in the availability of any space in the premises Premises for occupancy possession by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents any affiliate thereof or their respective agents, officers, partners, directors, contractors, employees, licensees or invitees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific date. No part of the premises shall be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use of such part of the premises. Pursuant to Section 223-a of the Real Property Law of the State of New York and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant on the term commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of this paragraph, the Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the date of such occupancy, unless within 10 days after such date the Tenant shall give notice to the Landlord specifying the respects in which the same was not in such condition.,

Completion and Occupancy. 2.1. The Tenant has examined and shall accept the premises Premises and each of the Licensed Spaces in their its existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the work the Landlord may be is required to do by perform with respect to the terms hereof Office Space in order to satisfy the layout or finish of the premisesTerm Commencement Conditions. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the The Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay caused by causes beyond its reasonable control events of Force Majeure (as defined in Section 2.4.3 below), Tenant Delay (as hereinafter defined) and to the vacating and surrendering failure of the premises by any present occupant thereofof the Premises to vacate and surrender the same, to do all of such the work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereofOctober 1, 1998. If the Landlord is required by the terms hereof this Lease to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employeesTenant Delay, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Any dispute regarding whether the Landlord has satisfied the Term Commencement Conditions shall be resolved by the expedited dispute resolution procedure set forth in Section 25.13 below. 2.2. Unless otherwise specifically provided hereinin this Lease, if the premises Premises, or any portion thereof, shall not be available for occupancy by the Tenant on October 1, 1998 (or on such earlier or later date which the specific date hereinabove designated for Landlord shall have notified the commencement Tenant (pursuant to the provisions of Section 2.4.1 below) would be the term hereof commencement date) for any reason, including including, without limitation, (a) noncompletion by the Landlord of such work as it shall be required by the terms hereof of this Lease to do in connection with the layout or finish of the premisesPremises, then and (b) any current occupant of the Premises remaining in occupancy (including, without limitation, any unavailability resulting from the exercise by The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("▇▇▇▇▇▇-▇▇▇▇") of any right to delay the expiration of the term of its lease with respect to any portion of the Premises), then, except as provided in Section 2.4.2 and Section 2.4.3 below, this Lease shall not be affected thereby thereby, but, in such case, said specific the term commencement date shall be deemed to be postponed until the date when the premises such space shall be available for occupancy by the Tenant, provided, howeverthat, that subject to the provisions of the immediately succeeding sentence, if, and on the condition that, the Landlord shall have given notice to the Tenant of any Tenant Delay (as hereinafter defined) within a reasonable period following Landlord's first becoming aware of such Tenant Delay, there shall be no such postponement of said specific the term commencement date for any period of delay in the availability of the premises Premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents any affiliate thereof or their respective agents, officers, partners, directors, contractors, employees, including, without limitation, delays due to changes in licensees or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, invitees (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special WorkTenant Delay", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, ); it being understood that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific the term commencement date. For purpose of this Lease, if any period of Tenant Delay reasonably could have been shortened as a result of the Landlord's having given notice to the Tenant of such Tenant Delay promptly following Landlord's first becoming aware of such Tenant Delay, then such period of Tenant Delay shall be deemed to be so shortened. No part of the premises Premises shall be deemed unavailable for occupancy possession by the Tenant, nor shall any work which the Landlord is obligated to perform in such part of the premises Premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunderunder this Lease, solely due to the noncompletion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use of such part of the premisesPremises. Pursuant Subject to Section 223-a of the Real Property Law of the State of New York and notwithstanding any other law of like import now or hereafter in forceforegoing, the parties hereto to this Lease expressly provide that, if the premises are Premises shall not be available for occupancy possession by the Tenant on October 1, 1998 (or on such earlier or later date which Landlord shall have notified the Tenant (pursuant to the provisions of Section 2.4.1 below) would be the term commencement date due to any cause of the nature referred to in the preceding clause (adate), (b) or (c) of this paragraph, the Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises Premises until the same are available for occupancy is delivered to the Tenant by the Tenant Landlord and, subject to the provisions of Section 2.4.1 and Section 2.4.2 below, there shall be no abatement of fixed rent by reason thereof thereof, and the Tenant shall not have any claim against the Landlord nor nor, subject to the provisions of Section 2.4.3 below, any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The foregoing Section 2.2 shall constitute "an express provision to the contrary" as such phrase is used in Section 223-a of the Real Property Law of the State of New York and shall constitute a waiver of the Tenant's rights pursuant to such Section 223-a and any other law of like import now or hereafter in force. 2.3. Without limiting the generality of the provisions of Section 2.1 above, the Tenant by entering into occupancy of any part of the premises Premises shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder under this Lease with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, part was in satisfactory condition as of the date of such occupancy, unless except for (a) latent defects in the base Building (which the Landlord shall be obligated to cure with reasonable promptness after receipt of notice from the Tenant) and (b) other defects and minor details of construction, decoration and mechanical adjustment ("Punch-List Work") referred to in Section 2.2 above, which are brought to the Landlord's attention within 10 thirty (30) days after the date on which the Landlord notifies the Tenant that all of the Landlord's work constituting Term Commencement Conditions, if any, with respect to such date part of the Premises has been substantially completed. If the Tenant shall give fail to notify the Landlord in writing of any defect in, or the non-performance or the incomplete performance of, any work constituting Term Commencement Conditions within such thirty (30) day period, the Tenant shall be conclusively deemed to have agreed that such work was performed in satisfactory fashion, except for latent defects. The Landlord shall use reasonable efforts to complete all Punch-List Work in an expeditious manner and, in any event within thirty (30) days after the Landlord's receipt of the Tenant's notice thereof, subject to delays in the performance thereof caused by events of Force Majeure and Tenant Delay. 2.4.1. If the Landlord determines that the term commencement date will not occur on October 1, 1998 (or on any earlier or later date which the Landlord theretofore may have notified the Tenant pursuant to this Section 2.4.1 would be the term commencement date), then the Landlord shall so notify the Tenant and shall, contemporaneously or thereafter, notify the Tenant, at least seven (7) days prior thereto, of the date on which the Landlord anticipates that the term commencement date will occur. If the term commencement date occurs prior to the date set forth in such notice from the Landlord specifying an anticipated term commencement date other than October 1, 1998, then the fixed rent payable hereunder shall be abated in an amount equal to one (1) day's fixed rent for each day that the actual term commencement date occurs prior to such anticipated term commencement date, up to a maximum of seven (7) days; provided, however, that if (a) the anticipated term commencement date is a date prior to October 1, 1998, and (b) the actual term commencement date occurs on or prior to October 1, 1998, then the Tenant shall not be entitled to any abatement of fixed rent under this Section 2.4.1 for any period from and after October 1, 1998. 2.4.2. If the term commencement date is delayed beyond November 1, 1998 (as such date may be extended by any delays due to Tenant Delay or events of Force Majeure; it being understood, however, that, for the purposes of this Section 2.4.2, no such period of extension due to events of Force Majeure shall exceed sixty (60) days), the fixed rent payable hereunder shall be abated in an amount equal to (y) one (1) day's fixed rent for each day that the term commencement date is delayed beyond November 1, 1998 (as such date may be extended by any delays due to Tenant Delay or events of Force Majeure) and (z) one and one-half (1 1/2) days' fixed rent for each day that the term commencement date is delayed beyond January 1, 1999 (as such date may be extended by any delays due to Tenant Delay or events of Force Majeure). 2.4.3. If the term commencement date is delayed beyond April 1, 1999 (as such date may be extended by any delays due to Tenant Delay or events of Force Majeure; it being understood that, for the purposes of this Section 2.4.3, no such period of extension due to events of Force Majeure shall exceed sixty (60) days), the Tenant shall have the option to cancel this Lease by delivering thirty (30) days prior written notice to the Landlord specifying of its exercise of such option at any time prior to the respects delivery of Premises by the Landlord to the Tenant, in which event (subject to the same was not concluding sentence of this Section 2.4.3) this Lease shall be deemed cancelled and of no force or effect upon the date which is thirty-one (31) days after the receipt by the Landlord of such notice and neither the Landlord nor the Tenant shall have any liability to the other under this Lease except that the Landlord shall return to the Tenant any Deposit L/C(s) then in the Landlord's possession within five (5) business days after receipt of written demand therefor from the Tenant. Anything in this Section 2.4.3 to the contrary notwithstanding, if the Landlord delivers the Premises to the Tenant by the date which is thirty (30) days after the receipt by the Landlord of such notice, the Tenant's exercise of such cancellation option shall be deemed void and of no force or effect. 2.4.4. As used in this Lease, the term "Force Majeure" shall mean any delays resulting from any causes beyond the Landlord's or the Tenant's, as the case may be, reasonable control (other than the Landlord's or the Tenant's financial condition), including, without limitation, governmental regulation, governmental restriction, strike, labor dispute, riot, acts of God, war, fire or other casualty and other like circumstances. For purposes of this Lease, Force Majeure delays shall be deemed to exist only if the Landlord or the Tenant (as the case may be) promptly notifies the other party in writing of such delay and, after such initial notification promptly after request of the other party, the Landlord or the Tenant (as the case may be) notifies the other party of the status of such delay. Each party shall use all reasonable efforts to mitigate the delay caused by any event of Force Majeure to the extent reasonably practicable, but without the necessity of employing overtime labor unless such party elects to do so within its sole discretion or unless the other party elects to pay for such overtime labor. Anything in this Lease to the contrary notwithstanding, the holding over or other remaining in occupancy of the Premises, or any portion thereof, by ▇▇▇▇▇▇-▇▇▇▇ shall constitute an event of Force Majeure if, and only if, such holding over or other remaining in occupancy of the Premises, or any portion thereof, by ▇▇▇▇▇▇-▇▇▇▇ is due to any delay resulting from any causes beyond ▇▇▇▇▇▇-▇▇▇▇'▇ reasonable control (other than ▇▇▇▇▇▇-▇▇▇▇'▇ financial condition), including, without limitation, governmental regulation, governmental restriction, strike, labor dispute, riot, acts of God, war, fire or other casualty and other like circumstances (it being understood that in no event shall the Landlord be required to commence any action or proceeding to remove ▇▇▇▇▇▇-▇▇▇▇ from any portion of the Premises in order to mitigate any delay caused by such event of Force Majeure).

Completion and Occupancy. The 2.1 Subject to the provisions of this Lease, the Tenant has examined and shall accept the premises Premises and the Licensed Areas and the Building “as-is” in their existing condition and state of repair and agrees and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as other than the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premisesPremises Delivery Work, the LandlordBase Building Work and the Plaza Work. “Licensed Areas” means, either through its own employees or through a contractor or contractors to be engaged by it for such purposecollectively, will proceed with due dispatchthe Equipment Licensed Areas, subject to delay by causes beyond its reasonable control the Shaft Space Licensed Area, the Fire Stairwells and the Bike Room (to the vacating and surrendering of the premises by any present occupant thereof, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission extent of the Tenant, its agents or employees’s Bike Room License therein). The Landlord shall undertake the Premises Delivery Work, the Tenant shall pay to Base Building Work and the Plaza Work with due diligence. All work (including repairs) which is the obligation of the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available for occupancy by the Tenant on the specific date hereinabove designated for the commencement of the term hereof for any reason, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then under this Lease shall not be affected thereby butdone in a good and workmanlike manner and in compliance with all Requirements (except to the extent that compliance with Requirements is otherwise the Tenant’s obligation under this Lease). “Substantial Completion” means, in such case, said specific date and shall be deemed to be postponed until the date when the premises shall be available for occupancy by the Tenanthave occurred upon, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability completion of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes work in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific date. No part of the premises shall be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of question other than details of construction, decoration or mechanical adjustments which are are, in each case, minor in character and the noncompletion of non-completion which does not materially interfere with the Tenant's ’s use of such part the Premises (or performance of work by Tenant therein). “Substantially Complete” or “substantially complete” shall mean that Substantial Completion of the premiseswork in question has been achieved or deemed to have been achieved. Pursuant Solely for purposes of establishing the Commencement Date, if Substantial Completion of any Premises Delivery Work or Base Building Work is delayed due to Section 223-a Tenant Delay, the Commencement Date shall be deemed to have occurred on the date it would have occurred absent such Tenant Delay. The Landlord shall endeavor to provide at least seven (7) Business Days’ prior notice of the Real Property Law date the Landlord anticipates achieving the Substantial Completion of all of the State Landlord Pre-Commencement Work. “Landlord Pre-Commencement Work” means, collectively, all of New York the Premises Delivery Work and notwithstanding any other law all of like import now or hereafter in forcethe Base Building Work. Not later than five (5) Business Days after Substantial Completion of all of the Landlord Pre-Commencement Work, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant on the term commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of this paragraph, the Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to jointly inspect the Tenant, by reason thereof. The Tenant by entering into occupancy of any part Premises and jointly create a punch-list of the premises shall be conclusively deemed to have agreed work that the Landlordhas not been finally completed, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the date of such occupancyinspection (the “Punch-List”), unless which Punch-List shall be reasonably approved by the Landlord and the Tenant. The Landlord shall use commercially reasonable efforts to complete the Punch-List within 10 sixty (60) days after such date the of its having been so created. The Tenant shall give notice be entitled to the Landlord specifying the respects in which the same was not in such conditionrequest a final-walk through to confirm that all Punch List items have been completed.

Completion and Occupancy. The Section 2.01 Tenant acknowledges that it has examined inspected the Premises and shall agrees to accept the premises possession of same in their existing its “as-is” physical condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and to the vacating and surrendering of the premises by any present occupant thereof, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available for occupancy by the Tenant on the specific date hereinabove designated for the commencement of the term hereof for any reason, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the premises shall be available for occupancy by the Tenant, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement dateTerm Commencement Date, it being understood and agreed that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific date. No part of the premises shall not be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunderalterations, solely due improvements or repairs to the noncompletion Premises or furnish to or remove from the Premises any alterations, improvements, fixtures, materials or any other property whatsoever. Tenant further acknowledges that it shall not be entitled to any free rent (except as set forth in Section 1.10 above), concessions, credits or contributions of details money from Landlord with respect to the Premises. Section 2.02 Tenant shall occupy the Premises as soon as the same are available for occupancy. Landlord and Tenant agree that any failure to have the Premises available to Tenant for its occupancy on a date certain shall in no way affect the validity of construction, decoration this Lease or mechanical adjustments which the obligations of Tenant hereunder nor shall the same be construed in any wise to extend the term of this Lease or impose any liability on Landlord. The provisions of this Section 2.02 are minor in character and intended to constitute “an express provision to the noncompletion contrary” within the meaning of which does not materially interfere with the Tenant's use of such part of the premises. Pursuant to Section 223-a of the New York Real Property Law of the State of New York and notwithstanding any other similar law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant . The Fixed Rent reserved and covenanted to be paid under this Lease shall commence on the term commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of this paragraph, the Rent Commencement Date. Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises Premises, shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, part was in satisfactory condition as of the date of such occupancy, occupancy unless within 10 ten (10) days after such date the Tenant shall give written notice to the Landlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. The Section 2.01 Tenant acknowledges that it has examined inspected the Premises and shall agrees to accept the premises possession of same in their existing its “as-is” physical condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and to the vacating and surrendering of the premises by any present occupant thereof, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available for occupancy by the Tenant on the specific date hereinabove designated for the commencement of the term hereof for any reason, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the premises shall be available for occupancy by the Tenant, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement dateTerm Commencement Date, it being understood and agreed that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific date. No part of the premises shall not be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform any alterations, improvements or repairs to the Premises or furnish to or remove from the Premises any alterations, improvements, fixtures, materials or any other property whatsoever. Tenant further acknowledges that it shall not be entitled to any free rent (except as provided in such part Section 1.10 above), concessions, credits or contributions of money from Landlord with respect to the premises Premises, except that: (i) if Tenant paints the Premises during the Lease term, Tenant shall receive a one time allowance of from Landlord; and (ii) if Tenant replaces its supplemental/Liebert units during the Lease term, Tenant shall receive a one time allowance of from Landlord. The foregoing allowances shall be deemed incomplete for the purpose payable within thirty (30) days after Landlord’s receipt of any adjustment documentation reasonably required by Landlord. Section 2.02 Tenant shall occupy the Premises as soon as the same are available for occupancy. Landlord and Tenant agree that any failure to have the Premises available to Tenant for its occupancy on a date certain shall in no way affect the validity of fixed rent payable hereunder, solely due this Lease or the obligations of Tenant hereunder nor shall the same be construed in any wise to extend the term of this Lease or impose any liability on Landlord. The provisions of this Section 2.02 are intended to constitute “an express provision to the noncompletion contrary” within the meaning of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use of such part of the premises. Pursuant to Section 223-a of the New York Real Property Law of the State of New York and notwithstanding any other similar law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant . The Fixed Rent reserved and covenanted to be paid under this Lease shall commence on the term commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of this paragraph, the Rent Commencement Date. Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises Premises, shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, part was in satisfactory condition as of the date of such occupancy, occupancy unless within 10 ten (10) days after such date the Tenant shall give written notice to the Landlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. The Section 4.01 Tenant has examined inspected the Demised Premises and shall accept the premises in Building and is thoroughly acquainted with their existing condition respective conditions and state agrees to take same “as is” and acknowledges that the taking of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish possession of the premises. If Demised Premises by Tenant shall be conclusive evidence that the Demised Premises and the Building were in good and satisfactory condition at the time such possession was so taken. Section 4.02 Landlord shall be required by have no obligation to alter, improve, decorate or otherwise prepare the terms hereof to do any Demised Premises for Tenant’s occupancy except that Landlord shall perform the items of work set forth in the layout or finish of the premises, the Exhibit B attached hereto (“Landlord, either through its own employees or through a contractor or contractors to be engaged by it for ’s Work”). Landlord shall proceed with such purpose, will proceed Landlord’s Work with due dispatch, subject to delay delays by causes beyond its reasonable control control. Landlord and Tenant agree that the budget for the performance of Landlord’s Work is $1,810,000.00 (the “Anticipated Cost”). Landlord’s Work shall be performed by Landlord at Landlord’s expense up to an amount equal to the vacating Anticipated Cost. Landlord agrees to use its commercially reasonable efforts perform Landlord’s Work for an amount equal to or less than the Anticipated Cost, however in the event that the actual cost of performing Landlord’s Work exceeds the Anticipated Cost, then Tenant shall forthwith pay to Landlord as Additional Rent an amount equal to such excess in cost. Landlord agrees that Landlord’s Work will be performed on an “open-book” basis and surrendering that Tenant will have an opportunity to review Landlord’s accounting of the premises by any present occupant thereofcosts and expenses comprising the actual cost of Landlord’s Work. In addition, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and if the cost of such work Landlord’s Work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall forthwith pay to Landlord as Additional Rent an amount equal to such increase in cost. Section 4.03 Landlord shall use reasonable efforts to give to Tenant no less than two (2) weeks prior notice of Substantial Completion. Notwithstanding the foregoing, Landlord shall have no liability to Tenant in the event that the Demised Premises are not substantially ready for occupancy upon the date specified by Landlord. Section 4.04 Tenant, at Tenant’s sole risk, may, at Landlord’s sole and absolute discretion, be permitted entry and access in and to the Demised Premises prior to Substantial Completion in order to install fixtures, furniture and equipment and to adapt and decorate the Demised Premises for Tenant’s use with Landlord’s prior written consent and then only on such terms as Landlord may require. If, among the terms required by Landlord, there is a provision that Tenant shall or may be liable to Landlord for the payment of monies during the period of such entry and access, all such monies shall be payable as Additional Rent. In addition, if the cost of Landlord’s Work is increased due to any delay resulting from Tenant’s decorating the Demised Premises as contemplated by this Section 4.04, Tenant shall forthwith pay Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if In the premises event Tenant shall not be available for occupancy by enter the Tenant on the specific date hereinabove designated for the commencement Building or any other part of the term hereof for Demised Premises, as may be above permitted by Landlord, Tenant agrees to indemnify and save Landlord free and harmless, from and against any reasonand all claims, including noncompletion by the Landlord of such work as it shall be required by the terms hereof loss, liability and damage arising from or claimed to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the premises shall be available for occupancy by the Tenant, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) arise from any act or omission neglect of the Tenant, its agents contractors, agents, servants or employeesemployees or from any failure to act, includingor for any other reason whatsoever arising out of said entry or such work. Landlord shall pay Tenant an amount equal to $500,000 (“Landlord’s Contribution”) as Landlord’s contribution toward the cost of Tenant’s work contemplated by this Section 4.04. Landlord’s Contribution shall be paid on the later of (i) the Rent Commencement Date and (ii) substantial completion of the aforementioned Tenant’s work. In the event that the actual cost of Landlord’s Work exceeds the Anticipated Cost, then Landlord’s Contribution shall be reduced on a dollar for dollar basis, provided that Tenant has not already paid Landlord for such excess cost of Landlord’s Work as provided in Section 4.02. Notwithstanding the foregoing, in the event that the excess cost of Landlord’s Work exceeds $500,000, then Tenant shall remain liable to Landlord for any such excess. Section 4.05 Any sums payable by Tenant prior to the Term Commencement Date pursuant to the provisions of this Lease may be collected by Landlord as Additional Rent, from time to time, upon demand, whether or not the same shall have accrued prior to the Term Commencement Date and in default of payment thereof, Landlord shall (in addition to all other remedies) have the same rights as in the event of Tenant’s default of payment of Additional Rent. Section 4.06 Tenant shall periodically inspect Landlord’s Work, as hereinafter provided, and make any objections thereto without limitationdelay so as to mitigate changes, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific date. No part of the premises shall be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use of such part of the premises. Pursuant to Section 223-a of the Real Property Law of the State of New York and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant on the term commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of this paragraph, the Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the date of such occupancy, unless within 10 days after such date the Tenant shall give notice to the Landlord specifying the respects in which the same was not in such conditioncosts.

Completion and Occupancy. The Tenant has examined and Section 2.01. Landlord shall accept the premises in their existing condition and state of repair and understands that no work is cause to be performed by and shall notify Tenant of the Landlord substantial completion of Landlord’s Work in connection therewith except such work, if anyaccordance with Tenant’s Plans (annexed to this Lease as Exhibit B) and the Working Drawings and Specifications, as the Landlord may be required to do by set forth under the terms hereof of Article 29 hereof. Tenant shall be fully responsible financially and otherwise for all other interior finish work for which Landlord has not in the layout this Lease specifically and expressly assumed responsibility to pay or finish perform. Landlord shall use its best efforts to periodically advise Tenant of the premisesstatus of completion of Landlord’s Work so as to allow Tenant ample prior notice to coordinate its access. Section 2.02. If the Landlord shall not be required by the terms hereof subject to do any work in the layout or finish liability for failure to give possession of the premises, the Premises to Tenant or to cause Landlord, either through its own employees or through a contractor or contractors ’s Work to be engaged substantially completed on or by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and to the vacating and surrendering of the premises by any present occupant thereof, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove hereinbefore designated as the anticipated date for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available for occupancy by the Tenant on the specific date hereinabove designated for the commencement of the term hereof for any reason, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the premises shall be available for occupancy by the Tenant, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific dateterm. No part of the premises Premises shall be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform in such part Tenant by reason of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion non-completion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does do not materially interfere with the Tenant's ’s use of such part of the premisesPremises. Pursuant to Section 223-In the event there is a delay in the availability of the Real Property Law of the State of New York and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available Premises for occupancy by the Tenant on the term commencement date due to any cause of the nature referred to in the preceding clause (a)) any act or omission of any nature by Tenant or by any of Tenant’s agents or employees which interferes with or delays the performance of Landlord’s Work or which is a breach of Tenant’s obligations under this Lease, or (b) any additional time for the completion of work designated as “Special Work” as provided in Article 29 hereof, Landlord’s Work shall be deemed to have been completed and the Premises shall be deemed to have been made available for Tenant’s occupancy on the date when Landlord’s Work would have been substantially completed but for any such act, omission, or default on the part of Tenant or any of its agents or employees, and Tenant shall be liable for the payment of one (c1) day’s rent for each day of this paragraph, the such delay. Section 2.03. Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises Premises for the operation of its business, shall be conclusively deemed to have agreed that the Landlordthat, up to the time of such occupancy, occupancy Landlord had performed all of its obligations hereunder to complete Landlord’s Work with respect to such part of the Premises and that such partpart of the Premises, except for latent defects and except for the minor details of construction, decoration and mechanical adjustment adjustments hereinbefore referred to aboveto, was in satisfactory condition as of the date of such occupancy, unless within 10 ten (10) days after such date the Tenant shall give written notice to the Landlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. The Tenant has examined and shall accept the premises in their existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and to the vacating and surrendering of the premises by any present occupant thereof, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available for occupancy by the Tenant on the specific date hereinabove designated for the commencement of the term hereof for any reason, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the premises shall be available for occupancy by the Tenant, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work work, which may hereinafter be defined as "“Special Work", ,” or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific date. No part of the premises shall be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does not materially interfere with the Tenant's ’s use of such part of the premises. Pursuant to Section 223-a of the Real Property Law of the State of New York and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant on the term commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of this paragraph, the Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises shall be conclusively deemed to have agreed that the Landlord, Landlord up to the time of such occupancy, occupancy had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the date of such occupancy, unless within 10 days after such date the Tenant shall give notice to the Landlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. The Tenant has examined and shall accept the premises in their existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and to the vacating and surrendering of the premises by any present occupant thereof, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not be available for occupancy by the Tenant on the specific date hereinabove designated for the commencement of the term hereof for any reason, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such such; case, said specific date shall be deemed to be postponed until the date when the premises shall be available for occupancy by the Tenant, provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific date. No part of the premises shall be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use of such part of the premises. Pursuant to Section 223-a of the Real Property Law of the State of New York and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant on the term commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of this paragraph, the Tenant, except with the consent of the Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the date of such occupancy, unless within 10 days after such date the Tenant shall give notice to the Landlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. The 4.01. Tenant has examined inspected the Demised Premises and the Building and is thoroughly acquainted with their respective conditions and acknowledges that the signing of this Lease Agreement for the Demised Premises by Tenant shall accept be conclusive evidence that the premises Demised Premises and the Building are in their existing good and satisfactory condition at the time of such signing. 4.02. Landlord shall have no obligation to alter, improve, decorate or otherwise prepare the Demised Premises for Tenant's occupancy. Tenant shall not be entitled to any abatement of rent due to the failure of Landlord to complete and state of repair and understands that no work is to be performed open for use, by the Landlord in connection therewith except such workCommencement Date, if any, as the Landlord may be required to do by gym and cafeteria planned for the terms hereof in the layout or finish of the premisesBuilding. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and to the vacating and surrendering of the premises by any present occupant thereof, to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for the commencement of the term hereof. If the Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall forthwith pay to the Landlord an amount equal to such increase in cost. 4.03. Unless otherwise specifically provided hereinThe Demised Premises shall be deemed "Substantially Ready for Occupancy" on date that Tenant's Work to be performed in accordance with Exhibit B shall have been substantially completed and permanent or temporary Certificates of Occupancy (or their equivalent) have been issued with respect to the Demised Premises, if notwithstanding the premises fact that minor or any substantial details of construction, mechanical adjustment, or decoration remain to be performed, the non-completion of which do not materially interfere with Tenant's use of the Demised Premises. 4.04. If Landlord is unable to give possession of the Demised Premises by June 1, 1998, because a Certificate of Occupancy, whether it be a temporary Certificate of Occupancy or Permanent Certificate of Occupancy, has not been issued for the Building permitting Tenant's occupancy, or for any other reason Landlord shall not be available subject to any liability for occupancy by failure to give possession on said date and the Tenant on the specific date hereinabove designated for the commencement validity of the term hereof for any reason, including noncompletion by the Landlord of such work as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby butimpaired under such circumstances but the Commencement Date shall be delayed (provided Tenant is not responsible for Landlord's inability to complete construction or the delay is due to reasons beyond Landlord's control) until after Landlord shall have obtained a temporary or permanent Certificate of Occupancy for the Building or is otherwise able to give possession of the Demised Premises to the Tenant, provided however, if Landlord is unable to give possession of the Demised Premises by December 1, 1998 and such inability is not due in any way to Tenant's Delay, then in that event, Tenant, at Tenant's sole option, may elect to terminate this Lease by giving notice (the "Termination Notice") to Landlord within ten (10) days after December 1, 1998, and upon the giving of the Termination Notice, this Lease shall expire as if such casedate were the date set forth herein for expiration, said specific date and neither party shall have any further recourse against the other. Should Tenant fail to give the Termination Notice within such ten (10) day period Tenant shall be deemed to be postponed until the date when the premises shall be available for occupancy by the Tenant, provided, however, that there shall be no have waived such postponement termination right. The provisions of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due this Section are intended to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as constitute "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability express provision to the Tenant, by reason contrary" within reading of any such postponement of said specific date. No part of the premises shall be deemed unavailable for occupancy by the Tenant, nor shall any work which the Landlord is obligated to perform in such part of the premises be deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use of such part of the premises. Pursuant to Section 223-a A of the New York Real Property Law Law. 4.05. From the period beginning with the date hereof and ending on the Commencement Date (the "Preliminary Term"), Tenant shall be bound to keep and perform all of the State of New York terms, covenants, conditions, provisions and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy agreements to be kept and performed by the Tenant on the term commencement date due to any cause of the nature referred to in the preceding clause (a), (b) or (c) of under this paragraph, the TenantLease, except with the consent of the Landlord, that Tenant shall not be entitled obligated to possession pay Base Rent or those items of the premises until the same are available for occupancy by the Tenant and there shall be no abatement Additional Rent described in Articles XI, XII, XIX, XXIV AND XXX of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease. During the Preliminary Term, and the Landlord shall have no liability grant Tenant access to the Demised Premises in accordance with Exhibit B to perform Tenant, by reason thereof. The Tenant by entering into occupancy of any part of the premises shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the date of such occupancy, unless within 10 days after such date the Tenant shall give notice to the Landlord specifying the respects in which the same was not in such condition's Work.