Common use of FAILURE TO GIVE POSSESSION Clause in Contracts

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Premises by the Projected Commencement Date (i) by reason of the Landlord Work is not Substantially Complete, (ii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, no such failure to give possession by the Projected Commencement Date shall affect the validity of this Lease or the obligations of Tenant hereunder. However, notwithstanding the foregoing, except to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the parties.

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall be unable to give possession of the Premises by the Projected Commencement Date (i) by reason of the Landlord Work is not Substantially CompleteDemised Premises, (ii) by reason of the holding over or retention of possession of any tenant, tenants or occupantsportion thereof, or (iii) for any other reason, then Landlord additional space to be included within the Demised Premises shall not be subject to any liability available for occupancy by Tenant on the specific date (if any) hereinbefore designated for the failure to give possession on said date. Under such circumstances, no such failure to give possession by the Projected Commencement Date shall affect the validity commencement of term of this Lease or for the inclusion of such space for any reason whatsoever, 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 Demised Premises or such additional space shall be available for occupancy by Tenant, and Tenant shall not be entitled to possession of those affected portions of the Demised Premises or such additional space until the same are available for occupancy by Tenant; provided, however, unless specifically set forth in this Lease to the contrary, that Tenant shall have no claim against Landlord, and Landlord shall have no liability to Tenant by reason of any such postponement of said specific date, and the parties hereto further agree that any failure to have the Demised Premises or such additional space available for occupancy by Tenant on said specific date or on the Commencement Date shall in no way affect the obligations of Tenant hereunder. Howeverhereunder nor shall the same be construed in anyway to extend the term of this Lease and furthermore, notwithstanding the foregoing, except this Section 22.01 shall be deemed to be an express provision to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier contrary of Section 223-a of the Commencement Date Real Property Law of the State of New York and any other law of like import now or December 31hereafter in force. Notwithstanding anything herein to the contrary, 2019; provided (i)Tenant approves the Plan for the Original Premises by no later than June 20, 2005 in accordance with Article A(2) and (ii) does not occur there are no Tenant Delays, as hereinbefore defined, in the event Landlord is unable to substantially complete Landlord's Work in the Original Premises by January 1October 15, 20202005, then the Rent Abatement Period will be extended by two (2) days for each Tenant shall receive a rent abatement equal to one (1) day of delay after January 1Fixed Annual Rent for each day subsequent to October 15, 2020 until the Commencement Date occurs. The Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete 2005 in the event the Landlord which Landlord's Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglysubstantially completed. In the event of any dispute as to whether the Landlord Landlord's Work is Substantially Completenot substantially completed by November 1, 2005 the decision of Landlord’s architect rent abatement shall be final and binding on the partiesincreased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delay.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Premises by on the Projected Commencement Date by reason of any of the following: (i) by reason Landlord has not completed its preparation of the Landlord Work is not Substantially CompletePremises, (ii) Landlord is unable to give possession of the Premises by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are available for occupancy by Tenant, and no such failure to give possession by on the Projected Commencement Date shall affect the validity of this Lease or the obligations of Tenant hereunder. However, notwithstanding nor shall the foregoing, except same be construed to extend the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier Term of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occursthis Lease. The Premises shall not be deemed to be ready unready for Tenant’s occupancy and Substantially Complete or incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the event the Landlord Work is Substantially Complete in factPremises or any part thereof, or if the delay special work, changes, alterations or additions required or made by Tenant in the availability layout or finish of the Premises for occupancy or any part thereof or shall be due to any caused in whole or in part by Tenant Delay through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be caused in whole or in part by delay and/or Default default on the part of Tenant and/or Tenant, its subtenant agents, employees, representative or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglysubtenants. In the event of any dispute as to whether the Landlord Work is Substantially CompletePremises are ready for Tenant’s occupancy, the decision of Landlord’s architect shall be final and binding on the parties.

FAILURE TO GIVE POSSESSION. (a) If Landlord the Demised Premises or any additional space to be included within the Demised Premises shall not be available for occupancy by Tenant on the specific date hereinbefore designated for the commencement of the term of this lease or for the inclusion of such space for any reason whatsoever, then this lease shall not be affected thereby but, in such case, said specific date shall be unable deemed to give be postponed until the date when the Demised Premises or the additional space, as the case may be, shall be available for occupancy by Tenant, and Tenant shall not be entitled to possession of the Demised Premises or the additional space until the same are available for occupancy by the Projected Commencement Date (i) Tenant; provided, however, Tenant shall have no claim against Landlord, and Landlord shall have no liability to Tenant by reason of any such postponement of said specific date, and the Landlord Work is not Substantially Complete, (ii) by reason of the holding over or retention of possession of parties hereto further agree that any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession have the Demised Premises or such additional space available for occupancy by ▇▇▇▇▇▇ on said date. Under such circumstances, no such failure to give possession by specific date or on the Projected Commencement Date shall in no way affect the validity of this Lease or the obligations of Tenant hereunderhereunder nor shall the same be construed in any way to extend the term of this lease. However, notwithstanding the foregoing, except This Section 3.01 shall be deemed to be an express provision to the extent caused contrary of Section 223-a of the Real Property Law of the State of New York and any other law of like import now or hereafter in force. (b) Notwithstanding anything hereinabove or in this lease to the contrary, in the event that the items (a) - (f) of Landlord's Work (as set forth in Section 4.02) have not been substantially completed (as set forth in Section 4.04) by any April 1, 2000 (hereinafter referred to as the "Outside Date"), Tenant Delay, if shall be entitled to terminate this Lease by notice (hereinafter referred to as the Commencement "Termination Notice") to Landlord sent within ten (10) days after the Outside Date (ihereinafter referred to as the "Notice Date") does which Termination Notice shall set forth a date (hereinafter referred to as the "Termination Date") upon which this lease shall terminate and which Termination Date shall be at least fifteen (15) business days after the Notice Date. In the event Tenant sends the Termination Notice as set forth above and items (a)-(f) of Landlord's Work shall not occur have been substantially completed by December 1the Termination Date, 2019this lease shall terminate, then Landlord shall return to Tenant all pre-paid fixed rent and security previously paid to Landlord hereunder and neither party shall have any further rights or obligations hereunder and said right of termination shall be Tenant's sole remedy for the Rent Abatement Period will failure of items (a)-(f) of Landlord's Work to have been substantially completed by the Termination Date. The Outside Date, the Notice Date and the Termination Date shall each be extended postponed by one (1) day for each one day that items (1a)-(f) day after December 1of Landlord's Work have not been substantially completed by reason of (x) any willful or negligent act or omission by Tenant or any of its agents, 2019 until the earlier employees, contractors or invitees or (y) any of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day occurrences set forth in Section 21.03 of delay after January 1, 2020 until the Commencement Date occurs. The Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partiesthis lease.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Premises by on the Projected Commencement Date by reason of the following: (i) by reason of the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete, (iiiii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iiiiv) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession by on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. HoweverAt the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, notwithstanding the foregoing, except to Lease shall be amended so that the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will Term shall be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier period of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurstime possession is delayed. The said Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event the Landlord Landlord’s Work is Substantially Complete in factComplete, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglysubtenants. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the parties.

FAILURE TO GIVE POSSESSION. If the Building is not in the course of construction, and Landlord shall be is unable to give possession of the Premises by on the Projected Term Commencement Date (i) by reason of the Landlord Work is not Substantially Complete, (ii) by reason of the holding over or retention of possession of any tenant, tenants or occupantstenants, or (iii) occupants or for any other reason, then or if repairs, improvements or decoration of the Premises or of the Building are not completed, such inability by Landlord shall not be subject to any liability for constitute a default under this Lease but the failure to give possession on said date. Under such circumstances, no such failure to give possession by the Projected Term Commencement Date shall affect be postponed until such date as such holdover tenant or occupant shall give up possession of the validity Premises and the term of this Lease or shall be deemed to commence on such Term Commencement Date as postponed (and the obligations termination date of Tenant hereunderthe term of the Lease shall be extended by the same period as the Term Commencement Date is postponed). However, notwithstanding Anything contained in the foregoing, except foregoing to the extent caused by any Tenant Delaycontrary notwithstanding, if Landlord's Work is not Substantially Completed and possession of the Commencement Date Premises delivered to Tenant by the expiration of one hundred and twenty (120) days following the later to occur of (i) does not occur by December 1the Lease Date, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; and (ii) does Landlord's receipt of Tenant's proposed floor plan for the Premises; and any delay in Substantial Completion shall not occur by January 1be due to Force Majeure (not to exceed an aggregate of fifteen (15) business days), 2020nor to any act or omission of Tenant, then the Rent Abatement Period will be extended by two Tenant's contractors, agents or employees (2) days for each collectively, "Tenant Delay"), then, in such case, Tenant shall receive one (1) day of delay after January 1, 2020 until free Minimum Rent for each day expiring between the Commencement Date occurs. The Premises shall be deemed to be ready for Tenant’s occupancy expiration said one hundred and Substantially Complete in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be twenty (120) day period (as may have been extended due to any Force Majeure or Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy Delay) and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglyreceives "Landlord's Notice of Substantial Completion" (defined in Section 2.02(b)). In the event of any dispute as to whether the Landlord If Landlord's Work is not Substantially CompleteCompleted by the expiration of one hundred and eighty (180) days following the Lease Date, then, until Tenant shall receive Landlord's Notice of Substantial Completion in accordance with the decision provisions of Section 2.02, Tenant shall have the option to terminate upon written notice to Landlord’s architect shall be final and binding on the parties.

FAILURE TO GIVE POSSESSION. Tenant waives any right to rescind this Lease under Section 223-a of the New York Real Property Law or any successor statute of similar import then in force and further waives the right to recover any damages which may result from Landlord's failure to deliver possession of the Premises on the date set forth in Article 1 hereof for the commencement of the Term for any reason whatsoever, including, but not limited to, the failure of the present tenant of the Premises to vacate and surrender the Premises to Landlord. If Landlord shall be unable to give possession of the Premises by on such date, and provided Tenant is not responsible for such inability to give possession, the Projected Commencement Date (i) by reason Rent reserved and covenanted to be paid herein shall not commence until the possession of the Landlord Work Premises is not Substantially Completegiven or the Premises are available for occupancy by Tenant, (ii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, and no such failure to give possession by the Projected Commencement Date on such date shall in any way affect the validity of this Lease or the obligations of Tenant hereunderhereunder or give rise to any claim for damages by Tenant or claim for rescission of this Lease, nor shall same be construed in anyway to extend the Term. However, notwithstanding If permission is given to Tenant to enter into the foregoing, except possession of the Premises or to occupy premises other than the Premises prior to the extent caused by any Commencement Date, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease, including the covenant to pay Rent. Notwithstanding anything to the contrary hereinabove set forth, if Landlord shall fail to deliver possession of the Premises to Tenant with the Pre-Commencement Work substantially completed (other than as a result of Tenant's Delay, if the Commencement Date (ias hereinafter defined) does not occur by December 1on or before July 15, 20191999, then in no event and under no circumstances shall Landlord be liable for any of Tenant's costs or expenses; it being agreed that unless such failure is a result of Tenant's Delay or a force majeure event, the Rent Abatement Period will first coming due and payable hereunder shall be extended abated as follows (a) for every day occurring between July 15th and July 31, 1999 (or such earlier date on which Landlord delivers possession of the Premises to Tenant), the Rent first coming due and payable shall be partially abated by one fifty (150%) percent on a day-for-day basis; (b) for each one day occurring between August 1st and August 31, 1999 (1) day after December 1, 2019 until the or such earlier date on which possession of the Commencement Date or December 31Premises shall be delivered to Tenant), 2019the Rent first coming due and payable shall be abated on a day-for-day basis; and (iic) does not occur by January for each day beyond September 1, 20201999 that Landlord fails to deliver possession of the Premises to Tenant, then the Rent Abatement Period will first coming due and payable shall be extended abated by two (2) days for each one (1) day of delay after January that Landlord fails to deliver possession beyond September 1, 2020 1999. By means of illustration only, if Landlord fails to deliver possession until the Commencement Date occurs. The Premises October 1, 1999, Tenant shall be deemed to be ready for Tenant’s occupancy and Substantially Complete receive a rent abatement in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability aggregate amount of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the parties.Two

FAILURE TO GIVE POSSESSION. If Landlord shall be Subject to the provisions hereinafter set forth, in the event that Sublessor is unable to give possession of the Subleased Premises by on the Projected Commencement Date (i) by reason of the Landlord Work is not Substantially Complete, (ii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord Sublessor shall not be subject to any liability for the failure to give possession on said date. Under such , and the validity and, except as hereinafter provided, enforceability of the Sublease shall not be impaired under the circumstances, no such failure nor shall the same be construed in any way to give extend the term of the Sublease, but Base Rent, Additional Rent, and any and all other charges payable hereunder shall be abated (provided Subtenant is not responsible for the inability to obtain possession) until the Subleased Premises are available for Subtenant's occupancy. The provisions of this Section 3 are intended to constitute an express waiver by Subtenant of any rights to rescind the Sublease under Section 223-a of the New York Real Property Law or any successor statute of similar import then in force, and Subtenant further waives the right to recover any damages which may result or arise out of the inability of Sublessor to deliver possession by of the Projected Subleased Premises on the Commencement Date. Notwithstanding anything to the contrary contained herein, in the event that the Commencement Date shall affect not have occurred on or before March 1, 1997, then Subtenant at anytime thereafter shall have the validity right to terminate this Sublease by giving at least fifteen (15) days' written notice to Sublessor, and such termination shall be effective at the end of this Lease or the obligations of Tenant hereunder. However, notwithstanding the foregoing, except to the extent caused by any Tenant Delay, if such notice period unless (i) the Commencement Date (i) does not shall occur by December 1within such period, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete Subtenant in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partiessole discretion extends such period.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable Tenant waives any right to give rescind this Lease under Section 223-a of the New York Real Property law or any successor statute of similar nature and purpose then in force and further waives the right to recover any damages which may result from Landlord's failure for any reason to deliver possession of the Premises by on the Projected date set forth in Section 1.1 hereof for the commencement of the Term. If the Commencement Date (i) shall not occur on or prior to August 17, 2000, and provided that Tenant is not responsible for such non-occurrence, except as hereinafter provided, the Rent Commencement Date and the Fixed Expiration Date shall each be postponed by reason one day for each day subsequent to August 17, 2000 that Landlord fails to deliver possession of the Landlord Work is not Substantially Complete, (ii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject Premises to any liability for the Tenant. No such failure to give possession on said date. Under such circumstances, no such failure to give possession by the Projected date set forth in Section 1.1 hereof for the commencement of the Term or on the Commencement Date shall in any way affect the validity of this Lease or the obligations of Tenant hereunder. Howeverhereunder or give rise to any claim for damages by Tenant or claim for rescission of this Lease, notwithstanding nor shall the foregoingsame be construed in any way to extend the Term except as provided in this Article 22; provided however, except to the extent caused by any Tenant Delay, that if the Commencement Date (i) does shall not occur by December have occurred on or prior to September 1, 20192000, then the Rent Abatement Period will be extended Tenant may elect to terminate this Lease by one (1) day for each one (1) day after December 1notice to Landlord given by September 5, 2019 until the earlier of the Commencement Date or December 312000. If Tenant shall terminate this Lease in a timely fashion as aforesaid, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises this Lease shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete terminate on the date on which the Landlord Work would shall receive such notice and neither Landlord nor Tenant shall have been Substantially Complete had the any further rights or obligations hereunder except those that expressly survive such termination. If Tenant Delay and/or Default shall not occurred terminate this Lease in a timely fashion as aforesaid, this Lease shall continue in full force and the Commencement Date will be adjusted accordingly. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partieseffect in accordance with its terms.

FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give -------------------------- possession of the Premises demised premises on the date of the commencement of the term f by reason of any of the Projected Commencement Date following: (i) by reason the Landlord has not completed its of the Landlord Work is not Substantially Completedemised premises, (ii) the Landlord is unable to give possession of the demised premises by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. SEE RIDER SECTION 38. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until the demised premises are available for occupancy by Tenant, and no such failure to give possession by on the Projected Commencement Date date of commencement of the term hereof shall affect the validity of this Lease or the obligations of the Tenant hereunder, nor shall the same be construed to extend the term of this Lease. However, notwithstanding If the foregoing, except demised premises are ready for occupancy prior to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier date of the Commencement Date or December 31commencement of the term hereof and Tenant occupies the premises prior to said date, 2019; and (ii) does not occur by January 1Tenant, 2020, then shall pay rental including amounts stated in Section 5 for the Rent Abatement Period will be extended by two (2) days for each one (1) day period of delay after January 1, 2020 until occupancy prior to the Commencement Date occursdate of the commencement of the term hereof at the proportionate rental to the rent reserved herein. The Premises said demised premises shall not be deemed to be ready unready for Tenant’s 's occupancy and Substantially Complete or incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the event the Landlord Work is Substantially Complete in factdemised premises or any part thereof, or if special work, changes, alterations or additions required or made by Tenant in the layout or finish of the demised premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in the availability of the Premises for occupancy submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be due to any Tenant Delay caused in whole or in part by delay and/or Default default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglysubtenants. In the event of any dispute as to whether the Landlord Work is Substantially Completepremises are ready for Tenant's occupancy, the decision of Landlord’s 's architect shall be final and binding on the parties.

FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give possession of the Premises by on the Projected Commencement Date by reason of the following: (i) by reason of the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete, (iiiii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iiiiv) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances the Rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession by on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. HoweverAt the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, notwithstanding the foregoing, except to Lease shall be amended so that the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will Term shall be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier period of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurstime possession is delayed. The said Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event the Landlord Landlord’s Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglysubtenants. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the parties.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Premises by on the Projected Commencement Date by reason of any of the following: (i) by reason Landlord has not completed its preparation of the Landlord Work is not Substantially CompletePremises, (ii) Landlord is unable to give possession of the Premises by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances the Monthly Base Rent and the Rent Adjustments reserved and covenanted to be paid herein shall not commence until the Premises are available for occupancy by Tena▇▇, ▇▇less Land▇▇▇▇'▇ ▇ailure to give possession of the Premises is due to the fault of Tena▇▇, ▇▇d no such failure to give possession by on the Projected Commencement Date shall affect the validity of this Lease or the obligations of Tenant hereunder, nor shall the same be construed to extend the term of this Lease. However, notwithstanding If the foregoing, except Premises are ready for occupancy prior to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1and Tenant occupies the Premises prior to said date, 2019, then Tenant shall pay Monthly Base Rent and Rent Adjustments for the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier period of occupancy prior to the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurson a per diem basis. The Premises shall not be deemed to be ready unready for Tenant’s 's occupancy and Substantially Complete or incomplete if only minor insubstantial details of construction, decoration or mechanical adjustments remain to be done in the event the Landlord Work is Substantially Complete in factPremises or any part thereof, 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 Delay through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be caused in whole or in part by delay and/or Default default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglysubtenants. In the event of any dispute as to whether the Landlord Work is Substantially CompletePremises are ready for Tenant's occupancy, the decision of Landlord’s architect 's space planner shall be final and binding on the parties.

FAILURE TO GIVE POSSESSION. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not in any manner be liable to Tenant for damages or any other damn resulting from failure to deliver the Premises or for any delay in commencing or completing any work Landlord is to perform or is authorized by Tenant to perform under Exhibit C, and Tenant hereby waives any such liability whatsoever and any right it may have to terminate this Lease. (a) If Landlord shall be unable to give possession of the Premises by on the Projected Term Commencement Date (i) by reason of the Landlord Work fact that the Premises is located ml a building being constructed which has not Substantially Complete, (ii) been sufficiently completed to make the Premises ready for occupancy or by reason of the holding over fact that a certificate of occupancy has not been procured or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until possession of the Premises is given or the Premises is available for occupancy by Tenant. Notwithstanding the forgoing, no such failure to give possession by if the Projected 'Term Commencement Date shall affect the validity of this Lease or the obligations of Tenant hereunder. However, notwithstanding the foregoing, except to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by have occurred within two (2) days years after use date hereof, then this Lease shall automatically become null and void. In either case, Landlord shall reimburse Tenant for any advance rent paid or security deposit posted, and except for items which have been theretofore accrued and not yet paid and both parties hereto shall be relieved of all obligations hereunder, in which event each one party will, at the other's request, execute an instrument in recordable form containing a release and surrender of all right, title and interest in and to this Lease. (1b) day If the Building is not in the course of delay after January 1construction, 2020 until and Landlord is unable to give possession of the Premises on the Term Commencement Date occurs. The by reason of the holding over or retention of possession by any tenant, tenants, or occupants, or for any other reason, or if repairs, improvements or decoration of the Premises or of the Building are not completed, such inability by Landlord shall not constitute a default under this Lease but the Term Commencement Date shall be postponed until such date as such holdover tenant or occupant shall give up possession of the Premises, and/or the repairs, improvements or decorations have been completed, and the term of this Lease shall be deemed to be ready for Tenant’s occupancy commence on such Term Commencement Date as postponed (and Substantially Complete in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability expiration date of the Premises for occupancy term of the Lease shall be due to any Tenant Delay and/or Default on extended by the part of Tenant and/or its subtenant or subtenants then same period as the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Term Commencement Date will be adjusted accordingly. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partiespostponed).

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Premises by on the Projected Commencement Date by reason of any of the following: (i) by reason of the Landlord Work is Building has not Substantially Completebeen sufficiently completed to make the Premises ready for occupancy, (ii) Landlord has not completed its preparation of the Premises, (iii) Landlord is unable to give possession of the Premises by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iiiiv) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances (except as otherwise provided in Article III of the Workletter), the Monthly Base Rent and the Rent Adjustments reserved and covenanted to be paid herein shall not commence until the Premises are available for occupancy by Tenant, and no such failure to give possession by on the Projected Commencement Date shall affect the validity of this Lease or the obligations of Tenant hereunder, nor shall the same be construed to extend the term of this Lease. HoweverA written notice from Landlord or manager to Tenant setting forth the date upon which the Premises shall become, notwithstanding or became, available for occupancy shall be binding and conclusive upon Tenant unless disputed by Tenant in writing within ten (10) days after the foregoing, except date of such notice. If the Premises are ready for occupancy prior to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1and Tenant, 2019with Landlord's written permission, then occupies the Premises prior to said date, Tenant shall pay Monthly Base Rent Abatement Period will be extended by one (1) day and Rent Adjustments for each one (1) day after December 1, 2019 until the earlier period of occupancy prior to the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurson a proportionate per diem basis. The Premises shall not be deemed to be ready unready for Tenant’s 's occupancy and Substantially Complete or incomplete if: (i) only minor insubstantial details of construction, decoration or mechanical adjustments remain to be done in the event the Landlord Work is Substantially Complete in factPremises or any part thereof, or (ii) if the delay in the availability of the Premises for occupancy shall be due to special work, changes, alterations or additions required to be made by Tenant in the layout or finish of the Premises or any part thereof; or (iii) such delay in the availability of the Premises shall be caused in whole or in part by Tenant Delay through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be caused in whole or in part by delay and/or Default default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglysubtenants. In the event of any dispute as to whether the Landlord Work is Substantially CompletePremises are ready for Tenant's occupancy, the decision of Landlord’s 's architect shall be final and binding on the parties.

FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give possession of the Premises by on the Projected Commencement Date (i) by reason of the Landlord Work is following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Initial Improvements are not Substantially Complete, (iiiii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iiiiv) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Provided, however, if the Premises are not Substantially Complete due solely to Landlord's delay on or before the later to occur of: (1) the date which is 60 days after (a) the execution date of the Lease as set forth in Section 1.01(4) hereof; (b) the completion, in compliance with the terms of Exhibit "C" of this Lease, and approval of the Plans and Specifications by the Tenant and Landlord, and the City of Oklahoma and any other entity or person from whom the approval of such Plans and Specifications is required for permits, licenses, or otherwise; and (c) the Cost of the Work has been approved by the parties; or (2) January 31, 2001; then, in such event, if Tenant incurs a holdover penalty at its current premises, Landlord will be responsible for Tenant's holdover penalty up to an amount not to exceed Seven Thousand Dollars ($7,000.00) per month. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession by on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. HoweverAt the option of Landlord, notwithstanding to be exercised within thirty (30) days of the foregoingdelayed delivery of possession to Tenant, except to the extent caused by any Tenant Delay, if Lease shall be amended so that the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will term shall be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier period of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurstime possession is delayed. The said Premises shall be deemed to be ready for Tenant’s 's occupancy and Substantially Complete in the event the Landlord Work is Initial Improvements are Substantially Complete in factComplete, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglysubtenants. In the event of any dispute as to whether the Landlord Work is Initial Improvements are Substantially Complete, the decision of Landlord’s a mutually acceptable architect shall be final and binding on the parties.

FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give possession of the Premises by on the Projected Commencement Date (ior any target or estimated Commencement Date set forth herein) by reason of the Landlord following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) Landlord’s Work is not Substantially Complete, (iiiii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iiiiv) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession by on the Projected Target Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. HoweverNotwithstanding the foregoing, in the event Landlord fails to Substantially Complete Landlord’s Work prior to the Target Commencement Date (to be adjusted in the event of any Unavoidable Delay affecting Landlord’s Work), Tenant shall be entitled to a day-for-day rent credit against Monthly Base Rent payable for Suite 280 only (i.e., $6,406.47 per month) for each day past the Target Commencement Date (as adjusted) that Landlord’s Work is not Substantially Complete, until Substantial Completion occurs. Furthermore, notwithstanding the foregoing, except to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event the Landlord Work is fails to Substantially Complete in factthe Suite 215 Work prior to November 15, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed 2024 (to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In in the event of any dispute Unavoidable Delay affecting the Suite 215 Work), Tenant shall be entitled to a day-for-day rent credit against Monthly Base Rent payable for Suite 215 only (i.e., $17,192.63 per month) for each day past November 15, 2024 (as to whether adjusted) that the Landlord Suite 215 Work is not Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partiesuntil Substantial Completion occurs.

FAILURE TO GIVE POSSESSION. 24. If Landlord shall be Owner is unable to give possession of the Premises by demised premises on the Projected Commencement Date (i) by reason date of the Landlord Work is not Substantially Complete, (ii) by reason commencement of the holding term hereof, because of the holding-over or retention of possession of any tenant, tenants undertenant or occupants, or (iii) if the demised premises are located in a building being constructed, because such building has not been sufficiently completed to make the premises ready for occupancy or because of the fact that a certificate of occupancy has not been procured or for any other reason, then Landlord Tenant may terminate this Lease and Owner shall not be subject return the Deposit and the Escrow Amount to any liability for Tenant within five (5) days of receipt of notice of such termination. If permission is given to Tenant to enter into the failure possession of the demised premises or to give possession on said date. Under such circumstances, no such failure occupy premises other than the demised premises prior to give possession by the Projected Commencement Date shall affect date specified as the validity commencement of the term of this Lease or the obligations of lease, Tenant hereunder. However, notwithstanding the foregoing, except to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; covenants and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises agrees that such possession and/or occupancy shall be deemed to be ready for Tenant’s occupancy under all the terms, covenants, conditions and Substantially Complete provisions of this lease except the obligation to pay the fixed annual rent set forth in the event preamble to this lease. The provisions of this article are intended to constitute “an express provision to the Landlord Work is Substantially Complete in factcontrary” within the meaning of Section 223-a of the New York Real Property Law. No Waiver: 25. The failure of Owner to seek redress for violation of, or if to insist upon the delay in the availability strict performance of any covenant or condition of this lease or of any of the Premises for occupancy Rules or Regulations set forth or hereafter adopted by Owner, shall not prevent a subsequent act which would have originally constituted a violation from having all the force and effect of an original violation. The receipt by Owner of rent and/or additional rent with knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach and no provision of this lease shall be due deemed to any have been waived by Owner unless such waiver be in writing signed by Owner. No payment by Tenant Delay and/or Default on or receipt by Owner of a lesser amount than the part of Tenant and/or its subtenant or subtenants then the Premises monthly rent herein stipulated shall be deemed to be ready for Tenantother than on account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner’s occupancy right to recover the balance of such rent or pursue any other remedy in this lease provided. No act or thing done by Owner or Owner’s agents during the term hereby demised shall be deemed an acceptance of a surrender of said premises, and Substantially Complete on no agreement to accept such surrender shall be valid unless in writing signed by Owner. No employee of Owner or Owner’s agent shall have any power to accept the date on which keys of said premises prior to the Landlord Work would have been Substantially Complete had termination of the Tenant Delay and/or Default not occurred lease and the Commencement Date will be adjusted accordingly. In delivery of keys to any such agent or employee shall not operate as a termination of the event lease or a surrender of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partiespremises.

FAILURE TO GIVE POSSESSION. 6.1 If Landlord the Demised Premises shall not be available delivery to Tenant on the specific date, if any, hereinbefore designated for the commencement of the term of this Lease for reason whatsoever, then this Lease shall not be affected thereby, in such case, said specified date, if any, shall be unable deemed to give be postponed until the date when the Demised Premises shall be available for delivery to Tenant, and Tenant shall not be entitled to possession of the Demised Premises by until the Projected Commencement Date (i) same available for delivery to Tenant, provided, however, that Ten shall have no claim against Landlord, and Landlord shall have liability to Tenant by reason of any such postponement of said specific date, and the Landlord Work is not Substantially Complete, (ii) by reason of the holding over or retention of possession of parties hereto further agree that any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession have the Demised Premises available for delivery to Tenant on said date. Under such circumstances, no such failure to give possession by specific date or on the Projected Commencement Date shall no way affect the validity of this Lease or the obligations of Tenant hereunder. Howeverhereunder nor shall the same be construed in any way to extend the term of this Lease and furthermore, notwithstanding the foregoing, except this Section 6.1 shall be deemed to be an express provision to the extent caused by contrary of Section 223-a of the Real Property Law of the State of New York and any Tenant Delayother law of like import now or hereafter in force. 6.2 Notwithstanding the provisions of Section 6.1 to the contrary, if the Commencement Date shall not have occurred on or before November 15, 1991, at any time thereafter, but prior to the Commencement Date, Tenant shall have the right to terminate this Lease by giving written notice of its election to do so to Landlord, which notice shall set a date which is not less than fifteen (i15) does not occur by December 1days after the date of giving of such notice as the date for the termination of the Lease. In such event, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of unless the Commencement Date or December 31shall occur prior to the date set forth in Tenant's notice as the date for termination of this Lease, 2019; this Lease shall terminate as of such date as if such date were originally set forth herein as the Expiration Date and (ii) does not occur by January 1, 2020, then neither party shall have any further rights hereunder. Tenant's right of termination as aforesaid shall be Tenant's sole and exclusive remedy and the Rent Abatement Period will be extended by two (2) days for each one (1) day provisions of delay after January 1, 2020 until the Commencement Date occurs. The Premises this Section 6.2 shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in an express provision to the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability contrary as contemplated by Section 223-a of the Real Property Law of the State of New York and any other law of like important now or hereafter in force. 6.3 The provisions of Section 6.1 shall apply not only to the delivery of the Demised Premises for occupancy shall be due to any Tenant Delay and/or Default on the part as of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In but shall also apply to the event delivery to Tenant of any dispute Additional Premises (hereinafter defined) pursuant to Tenant's options as to whether the Landlord Work is Substantially Complete, the decision set forth in Article 44 of Landlord’s architect shall be final and binding on the partiesthis Lease.

FAILURE TO GIVE POSSESSION. Landlord shall use commercially reasonable efforts to cause the Current Premises Tenant to surrender the Premises by no later than the PH Lease Termination Effective Date. If Landlord shall be unable to give possession of the Premises by the Projected Commencement Date (i) by reason of the Landlord Work is not Substantially Complete, following: (iii) by reason of the holding over or retention of possession of any tenant, tenants or occupantsby the Current Premises Tenant, or (iiiii) for any other reasonreason beyond Landlord’s reasonable control, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancesdate and, except as otherwise set forth in Section 2.2(a) above and this Section 2.3, no such failure to give possession by on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. However, notwithstanding Notwithstanding the foregoing, except if the Current Premises Tenant fails to surrender possession of the Premises by the PH Lease Termination Effective Date, Landlord, at its sole cost, shall use commercially reasonable efforts (including commencing eviction proceedings) to obtain possession of the Premises as soon as possible. In addition, notwithstanding anything to the extent caused by any Tenant Delaycontrary in Section 2.2 or this Section 2.3, if for any reason the Commencement Date has not occurred on or before June 15, 2008, Tenant shall have the right to terminate this Lease for a period not exceed fifteen (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (215) days for each one after June 15, 2008, by delivering ten (110) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises shall be deemed days’ written notice to be ready for Tenant’s occupancy and Substantially Complete in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglyLandlord. In the event of this Lease so terminates, any dispute as monies or deposits previously paid or delivered by Tenant to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final promptly returned to Tenant, and binding on the partiesneither party shall have any further obligations or liabilities hereunder.

FAILURE TO GIVE POSSESSION. 24. If Landlord shall be Owner is unable to give possession of the Premises by demised premises on the Projected Anticipated Commencement Date (ias defined in Article 46) by reason because of the Landlord Work is not Substantially Complete, (ii) by reason of the holding holding-over or retention of possession of any tenant, tenants undertenant or occupants, or (iii) if the demised premises are located in a building being constructed, because such building has not been sufficiently completed to make the demised premises ready for occupancy, or for any other reason, then Landlord Owner shall not be subject to any liability for the failure to give possession on said date. Under date and the validity of the lease shall not be impaired under such circumstances, no such failure nor shall the same be construed in any way to give possession by extend the Projected Commencement Date shall affect the validity term of this lease, provided, however, in such a case, Tenant shall not be obligated to pay Fixed Rent or Additional Rent under this Lease or until possession of the obligations Premises is tendered to Tenant in the manner required under the terms of Tenant hereunderthis Lease. However, notwithstanding Notwithstanding the foregoing, except to the extent caused by any Tenant Delay, if the Commencement Date (ias said term is defined in Paragraph 40 in the Rider to this Lease) does not occur by December 1the Anticipated Commencement Date (as such term is defined in Paragraph 46(E) of the Rider to this Lease), 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier and such non-occurrence of the Commencement Date or December 31is not attributable to any cause(s) beyond Landlord’s reasonable control and/or due to any Tenant Delay (as defined in Article 46 of this lease), 2019; Tenant shall be entitled to receive a per diem rent credit of the Fixed Annual Rent first due under this Lease commencing on the first (1st) day following the Anticipated Commencement Date and (ii) continuing until the date that the Commencement Date actually occurs, which credit shall be in addition to the rent abatement provided to Tenant pursuant to Section 52.D of this Lease. Further, if the Commencement Date does not occur by January 1on or before the tenth (10th) full calendar week after the Anticipated Commencement Date, 2020and such non-occurrence is not attributable to any cause(s) beyond Landlord’s reasonable control and/or due to any Tenant Delay (the “Outside Date”), then Tenant may cancel and terminate this lease upon thirty (30) days’ notice to owner given at any time on or after such Outside Date but prior to the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until date on which the Commencement Date occurs, provided, however, if Owner causes the Commencement Date to occur within such 30-day period, Tenant’s notice of termination shall be deemed null and void and this Lease shall continue in full force and effect. The Premises If this lease is terminated by Tenant pursuant to this Article 24, Owner shall promptly return any Rent paid by Tenant to Owner on account of this Lease and any security deposit or letter of credit delivered to Owner under this Lease, whereupon neither Owner nor Tenant shall have any further obligations of any kind whatsoever to the other under this Lease, except as otherwise expressly provided to the contrary in this Lease. If permission is given to Tenant to enter into possession of the demises premises, or to occupy premises other than the demised premises, prior to the Commencement Date, Tenant covenants and agrees that such possession and/or occupancy shall be deemed to be ready for Tenant’s occupancy under all the terms, covenants, conditions and Substantially Complete provisions of this lease, except the obligation to pay the Fixed Annual Rent set forth in the event preamble to this lease. The provisions of this article are intended to constitute "an express provision to the Landlord Work is Substantially Complete in factcontrary" within the meaning of Section 223-a of the New York Real Property Law. No Waiver: 25. The failure of Owner or Tenant, as applicable, to seek redress for violation of, or if to insist upon the delay strict performance of, any covenant or condition of this lease or in the availability case of Owner, of any of the Premises for occupancy Rules or Regulations, set forth or hereafter adopted by Owner, shall not prevent a subsequent act which would have originally constituted a violation from having all the force and effect of an original violation. The receipt by Owner, or the payment by Tenant, of rent and/or additional rent with knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach, and no provision of this lease shall be due deemed to any have been waived by Owner or Tenant, as applicable, unless such waiver be in writing signed by Owner or Tenant, as applicable. No payment by Tenant Delay and/or Default on or receipt by Owner of a lesser amount than the part of Tenant and/or its subtenant or subtenants then the Premises monthly rent herein stipulated shall be deemed to be ready for Tenant’s occupancy other than on account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and Substantially Complete on satisfaction, and Owner may accept such check or payment without prejudice to Owner's right to recover the date on which balance of such rent or pursue any other remedy in this lease provided. No act or thing done by Owner or Owner's agents during the Landlord Work would term hereby demised shall be deemed an acceptance of a surrender of the demised premises, and no agreement to accept such surrender shall be valid unless in writing signed by Owner. No employee of Owner or Owner's agent shall have been Substantially Complete had any power to accept the Tenant Delay and/or Default not occurred keys of said premises prior to the termination of the lease, and the Commencement Date will be adjusted accordingly. In delivery of keys to any such agent or employee shall not operate as a termination of the event lease or a surrender of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partiesdemised premises.

FAILURE TO GIVE POSSESSION. If Landlord shall be Owner is unable to give possession of the Premises by demised premises on the Projected Commencement Date (i) by reason date of the Landlord Work is not Substantially Completecommencement of the term hereof, (ii) by reason because of the holding over or retention of possession of any tenant, tenants undertenant or occupantsoccupants or if Owner has not completed any work required to be performed by Owner, or (iii) for any other reason, then Landlord . Owner shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, no such failure to give possession by the Projected Commencement Date shall affect date and the validity of the lease shall not be impaired under such circumstances nor shall the same be construed in any wise to extend the term of this Lease lease but the rent payable hereunder shall be abated (provided Tenant is not responsible for Owner's inability to obtain possession or complete any work required) until after Owner shall have given Tenant notice that the obligations premises are substantially ready for Tenant's occupancy. If permission is given to Tenant to enter into the possession of Tenant hereunder. However, notwithstanding the foregoing, except demised premises or to occupy premises other than the demised premises prior to the extent caused by any Tenant Delay, if date specified as the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier commencement of the Commencement Date or December 31, 2019; term of this lease. Tenant covenants and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises agrees that such occupancy shall be deemed to be ready for Tenant’s occupancy under all the terms, covenants, conditions and Substantially Complete in provisions of this lease, except as to the event covenant to pay rent. The provisions of this article are intended to constitute "an express provision to the Landlord Work is Substantially Complete in fact, or if contrary" within the delay in the availability meaning of Section 223-a of the Premises for occupancy New York Real Property Law. If Landlord does not deliver the demised premises vacant and in substantially completed condition pursuant to Landlord's Workletter herein on or before March 1, 2000, then and in that event Tenant may elect to terminate this Lease by written notice to Landlord forwarded no later than March 30, 2000. Anything to the contrary notwithstanding, Landlord need not complete replacement of windows (Workletter No. 2) before ten (10) months from date hereof and failure to perform said window installation shall be due not give Tenant a right to any Tenant Delay and/or Default on cancel this Lease as aforesaid. However, Landlord shall utilize its best efforts to have the part of Tenant and/or its subtenant windows replaced on/or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglybefore June 15, 2000. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the parties.NO WAIVER:

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of Premises on the Premises by date of the Projected Commencement Date (i) commencement of the term hereof by reason of the Landlord Work fact that Premises are located in a portion of the Project being constructed and which has not been sufficiently completed to make Premises ready for occupancy or by reason of the fact that a certificate of occupancy has not been procured or for any other reason, or if the Project is not Substantially Complete, (ii) in course of construction and Landlord is unable to give possession of Premises on the date of the commencement of the term hereof by reason of the holding over or retention of possession of any tenant, tenant or tenants or occupants, or (iii) for any other reason, then or if repairs, alterations, improvements or decorations of Premises or of the Project or any of the areas used in connection with the operation of the Project are not completed, any such delay resulting therefrom shall be deemed excused and Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, no the Rent reserved and covenanted to be paid herein shall not commence until possession of Premises is given or Premises is available for occupancy by Tenant, unless such delay is the fault of Tenant. No such failure to give possession by on the Projected Commencement Date date of the commencement of the term shall in any way affect or impair the validity of this Lease or the obligations of Tenant hereunder, nor shall the same be construed in any way to extend the term of this Lease. However, notwithstanding If permission is given to Tenant to enter into the foregoing, except possession of Premises or to occupy premises other than Premises prior to the extent caused by any Tenant Delay, if date specified as the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier commencement of the Commencement Date or December 31term of this Lease, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises such occupancy shall be deemed to be ready for Tenant’s occupancy under all the terms, covenants, conditions, provisions and Substantially Complete in agreements of this Lease including, without limitation, Tenant hereby agreeing to pay Rent at the event same rate as though the Landlord Work is Substantially Complete in fact, or if the delay in the availability term of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete this Lease had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglycommenced. In the event of any dispute as the Premises are to whether the Landlord Work is Substantially Completebe delivered in stages, the decision of Landlord’s architect then this provision shall be final and binding on the partiesapply to each stage separately.

FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give possession of the Premises by on the Projected Commencement Date by reason of the following: (i) by reason of the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete, (iiiii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iiiiv) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession by on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. HoweverAt the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, notwithstanding the foregoing, except to Lease shall be amended so that the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will term shall be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier period of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurstime possession is delayed. The said Premises shall be deemed to be ready for Tenant’s 's occupancy and Substantially Complete in the event the Landlord Landlord's Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglysubtenants. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s 's architect shall be final and binding on the parties. Notwithstanding any provision of this Section to the contrary, in either event described below, as Tenant's sole and exclusive remedy, Tenant shall have the option to terminate this Lease on the terms and conditions described below: (a) if on or before August 1, 2000 (the "Recovery Deadline") Landlord does not have possession of the Premises, including possession of that part of such space which as of the date hereof is occupied by a third party, Tenant shall have the option exercisable by giving written notice to Landlord within three (3) business days after the Recovery Deadline to terminate this Lease. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and if Landlord does not have possession of the Premises on or before the date which is thirty (30) days following the Recovery Deadline, then Tenant shall again have the option to terminate this Lease in the manner described above and such date shall constitute the new Recovery Deadline; it being the intention of the parties that Tenant shall have a recurring termination option after each such period following the initial Recovery Deadline if Landlord does not have possession of the Premises by the end of each such period. (b) if Landlord does not tender to Tenant possession of the Premises with the Landlord Work Substantially Complete on or before the Sunset Date (defined below), Tenant shall have the option exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date to terminate this Lease. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and if Landlord does not tender possession of the Premises with the Landlord Work Substantially Complete on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have the option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such period following the initial Sunset Date if Landlord does not tender possession of the Premises with the Landlord Work Substantially Complete by the end of each such period. As used in this Lease, "Sunset Date" means the sixtieth (60th) day after the actual date Landlord regains possession of the space from the existing occupant, and the initial Sunset Date and any succeeding new Sunset Dates shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Date.

FAILURE TO GIVE POSSESSION. If Landlord shall be is unable to give possession of the Demised Premises by on the Projected Commencement Date (i) by reason date of the Landlord Work is not Substantially Complete, (ii) by reason commencement of the holding term hereof, because of the holding-over or retention of possession of any tenant, tenants undertenant or occupants, or (iii) if Landlord has not completed any work required to be performed by Landlord, or for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under date and the validity of the lease shall not be impaired under such circumstances, no such failure nor shall the same be construed in any manner to give possession by extend the Projected Commencement Date shall affect the validity term of this Lease lease, but the rent payable hereunder shall be abated until after Landlord shall have given Tenant notice that the Demised Premises are substantially ready for Tenant's occupancy, and the period of free rent specified in Article 41 shall not commence until five (5) business days after such notice is given. If permission is given to Tenant to enter into the possession of the Demised Premises or to occupy any space in the obligations of Tenant hereunder. However, notwithstanding Building other than the foregoing, except Demised Premises prior to the extent caused by any Tenant Delay, if date specified as the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier commencement of the Commencement Date or December 31term of this lease, 2019; Tenant covenants and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises agrees that such occupancy shall be deemed to be ready for Tenant’s occupancy under all the terms, covenants, conditions and Substantially Complete provisions of this lease, except as to the covenant to pay rent. The provisions of this Article are intended to constitute "an express provision to the contrary" within the meaning of Section 223-a of the New York Real Property Law. Notwithstanding the foregoing provisions of this Lease, in the event the that Landlord Work is Substantially Complete in fact, or if the delay in the availability fails to deliver possession of the Demised Premises for occupancy on or prior to December 31, 1998, Tenant shall have the right to terminate this Lease within the following ten (10) days by giving notice thereof to Landlord. Upon receipt of such notice by Landlord, all liability between the parties hereto shall be due extinguished, except that Landlord shall return to Tenant any Tenant Delay and/or Default on the part monies deposited with Landlord pursuant to this Lease. The foregoing right of Tenant and/or its subtenant or subtenants then the Premises termination shall be deemed Tenant's exclusive remedy with respect to be ready for Tenant’s occupancy and Substantially Complete on the date on which failure to deliver possession, subject to the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In the event provisions of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partiesArticle 54 hereof.

FAILURE TO GIVE POSSESSION. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not in any manner be liable to Tenant for damages or any other claim resulting from failure to construct the Building as shown on Exhibit "A" or to deliver the Premises or for any delay in commencing or completing any work Landlord is to perform or is authorized by Tenant to perform under Exhibit C, and Tenant hereby waives any such liability whatsoever and any right it may have to terminate this Lease. Provided that in the event Landlord fails to construct the Building as shown on Exhibit "A" within one (1) year after the date hereof, then Landlord shall have the option to terminate this Lease upon notice to Tenant. (a) If Landlord shall be unable to give possession of the Premises by on the Projected Term Commencement Date (i) by reason of the Landlord Work fact that the Premises is located in a building being constructed which has not Substantially Complete, (ii) been sufficiently completed to make the Premises ready for occupancy or by reason of the holding over fact that a certificate of occupancy has not been procured or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until possession of the Premises is given or the Premises is available for occupancy by Tenant. Notwithstanding the forgoing, no such failure to give possession by if the Projected Term Commencement Date shall affect the validity of this Lease or the obligations of Tenant hereunder. However, notwithstanding the foregoing, except to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by have occurred within two (2) days years after the date hereof, then this Lease shall automatically become null and void. In either case, Landlord shall reimburse Tenant for any advance rent paid or security deposit posted, and except for items which have been theretofore accrued and not yet paid and both parties hereto shall be relieved of all obligations hereunder, in which event each one party will, at the other's request, execute an instrument in recordable form containing a release and surrender of all right, title and interest in and to this Lease. (1b) day If the Building is not in the course of delay after January 1construction, 2020 until and Landlord is unable to give possession of the Premises on the Term Commencement Date occurs. The by reason of the holding over or retention of possession by any tenant, tenants, or occupants, or for any other reason, or if repairs, improvements or decoration of the Premises or of the Building are not completed, such inability by Landlord shall not constitute a default under this Lease but the Term Commencement Date shall be postponed until such date as such holdover tenant or occupant shall give up possession of the Premises, and/or the repairs, improvements or decorations have been completed, and the term of this Lease shall be deemed to be ready for Tenant’s occupancy commence on such Term Commencement Date as postponed (and Substantially Complete in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability expiration date of the Premises for occupancy term of the Lease shall be due to any Tenant Delay and/or Default on extended by the part of Tenant and/or its subtenant or subtenants then same period as the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Term Commencement Date will be adjusted accordingly. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partiespostponed).

FAILURE TO GIVE POSSESSION. Landlord shall deliver vacant and exclusive possession of the Tenth Floor Space to Tenant on the Commencement Date. Landlord hereby represents that the Tenth Floor Space is occupied by a tenant pursuant to a lease expiring February 28, 2001. Except as hereinafter provided, Tenant waives any right to rescind this Lease under Section 223-a of the New York Real Property Law or any successor statute of similar nature and purpose then in force and further waives the right to recover any damages which may result from Landlord's failure for any reason to deliver vacant and exclusive possession of the Seventh Floor Space to Tenant on the Seventh Floor Space Commencement Date. If Landlord shall be unable to give vacant and exclusive possession of the Premises by Seventh Floor Space on the Projected Seventh Floor Space Commencement Date Date, and provided Tenant is not responsible for such inability to give possession, then (i) by reason Landlord, at Landlord's sole cost and expense, shall use its diligent efforts to deliver to Tenant possession of the Landlord Work is not Substantially CompleteSeventh Floor Space as promptly as reasonably practicable (it being understood that Landlord, if necessary, shall promptly institute and diligently and in good faith prosecute, at Landlord's sole cost and expense, holdover and any other appropriate proceedings against the occupant of the Seventh Floor Space), (ii) by reason the Seventh Floor Space Commencement Date shall be deemed to be adjourned until the date when Landlord delivers vacant and exclusive possession of the holding over or retention of possession of any tenantSeventh Floor Space to Tenant, tenants or occupants, or and (iii) for any other reason, then Landlord the Seventh Floor Space Rent Commencement Date shall not be subject deemed to any liability be the date that is the earlier to occur of (I) the date that Tenant initially occupies the Seventh Floor Space for the conduct of business (but not solely for the conduct of Tenant's Initial Alterations therein), and (II) the date that occurs One Hundred Fifty-Two (152) days after the adjourned Seventh Floor Space Commencement Date pursuant to clause (ii) above. No such failure to give possession on said date. Under such circumstances, no such failure to give possession by the Projected Seventh Floor Commencement Date shall in any wise affect the validity of this Lease or the obligations of Tenant hereunderhereunder or give rise to any claim for damages by Tenant or claim for rescission of this Lease, nor shall the same be construed in any wise to extend the Term. HoweverThe provisions of this Article are intended to constitute an "express provision to the contrary" within the meaning of Section 223-a of the New York Real Property Law. If Landlord fails to deliver to Tenant vacant and exclusive possession of the Seventh Floor Space on or prior to November 1, notwithstanding 2001 (the foregoing"Termination Date"), then Tenant shall have the right to terminate this Lease with respect to the Seventh Floor Space only by giving notice thereof to Landlord on or prior to the twentieth (20th) day after the Termination Date, except that Tenant shall not have such right to terminate this Lease with respect to the extent caused by any Seventh Floor Space if Landlord delivers such vacant and exclusive possession to Tenant Delay, if prior to the Commencement Date (i) does not occur by December 1, 2019date when Tenant delivers such notice to Landlord. If Tenant exercises Tenant's aforesaid right to terminate this Lease for the Seventh Floor Space, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; and (ii) does Seventh Floor Space shall not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability constitute part of the Premises for occupancy any purposes hereof, and accordingly, the Fixed Rent shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall not be deemed to be ready include the Fixed Rent for the Seventh Floor Space, Tenant’s occupancy and Substantially Complete on 's Share shall not include the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred Seventh Floor Space Tenant's Share, and the Commencement Date will be adjusted accordinglySpace Factor shall not include the Seventh Floor Space Factor. In Tenant's aforesaid termination of this Lease for the event Seventh Floor Space shall not affect or impair the validity of any dispute as to whether this Lease for the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partiesTenth Floor Space.

FAILURE TO GIVE POSSESSION. 9. Landlord represents that as of the date hereof the demised premises are vacant and not subject to any leases. If Landlord shall be is unable to give deliver possession of all or part of the Premises by demised premises to Tenant on the Projected Commencement Date (i) by reason hereof because of construction or work in the Building or in all or part of the Landlord Work is not Substantially Complete, (ii) by reason of the holding over or retention of possession of any tenant, tenants or occupantsdemised premises, or (iii) for any other reasonthe failure to obtain a certificate of occupancy, then Landlord shall not not, in any such event, be subject to any liability for the failure to give possession on said date. Under such circumstances, no such failure to give possession by the Projected Commencement Date shall affect date and the validity of this Lease shall not be impaired under such circumstances, nor shall the same be construed to extend the term of this Lease, but provided that Tenant has satisfied the Documentary Requirements set forth below on or before April 15, 2009, the obligations Free Rent Period shall extend by one day for each day after the Commencement Date that the demised premises have not been delivered in the condition required herein (provided Tenant is not responsible for Landlord’s inability to deliver possession of the demised premises to Tenant hereunderor complete any work) until Landlord substantially completes Landlord’s Work and delivers to Tenant possession of all of the demised premises. However, notwithstanding in the foregoingevent Landlord is unable to deliver possession of the demised premises in the condition required hereon on or before December 31, except 2009; provided that on or before April 15, 2009 Landlord has received from Tenant (a) three (3) originals of this Lease duly notarized and fully executed by Tenant, (b) a valid and in effect insurance certificate satisfying all of the conditions of this Lease covering all of the demised premises, (c) a certified check made payable to Landlord in the extent caused amount of the first month’s rent; (d) either a certified check made payable to Landlord in the amount of the security deposit or a letter of credit in the amount of the security deposit satisfying all of the conditions of this Lease; and (e) a W-9 with Tenant’s name, address and EIN signed by Tenant ((a) – (e) being collectively referred to as the “Documentary Requirements”) , then Tenant shall have the right to terminate this Lease by giving Landlord written notice (the “termination notice”) thereof on or before January 10, 2010 (time of the essence); provided that the demised premises are not available for Tenant to take possession in the condition required hereunder by the date Tenant gives the termination notice. If Tenant shall timely give Landlord a termination notice, then this Lease shall be deemed terminated and be null and void and of no further force and effect, and the parties shall be mutually released of and from all rights and obligations hereunder, and the security deposit or Letter of Credit shall be promptly returned to Tenant. If, however, a termination notice shall not be given by Tenant on or before the Termination Date or if the demised premises are available for Tenant to take possession on or before the date the termination notice is given, then Tenant’s right to terminate this Lease under this Article shall be deemed waived and of no further force and effect. If Tenant is given possession of all or part of the demised premises in the condition required hereunder or any Tenant Delay, if other premises prior to the Commencement Date (i) does not occur by December 1hereof, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; Tenant covenants and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises agrees that such possession and occupancy shall be deemed to be ready for under all the terms, covenants, conditions and provisions of this Lease, except the obligation to pay annual base rent. The provisions of this article are intended to constitute “an express provision to the contrary” within the meaning of §223-a of the New York Real Property Law. Alterations: 10. Tenant shall make no structural changes in or to the demised premises of any nature without Landlord’s prior written consent (it being understood that Landlord’s Work has been approved by Landlord as of the date hereof). Landlord’s prior written consent shall not be unreasonably withheld, conditioned or delayed with respect to Tenant’s occupancy request to perform nonstructural alterations (a “Minor Alteration”), provided Tenant complies with all of the conditions, provisions and Substantially Complete covenants of this Lease. If Landlord obtains possession of the demised premises prior to July 31, 2016, then, upon Landlord’s request, Tenant shall either (a) restore the demised premises to the condition the demised premises were in as of the Commencement Date (or such other date as Landlord completes Landlord’s Work) or (b) pay Landlord at the end of the term of this Lease upon demand, the amount it will cost Landlord to restore the demised premises to the condition the demised premises were in as of the Commencement Date. Tenant’s obligation to either pay Landlord to restore the demised premises or restore the demised premises as set for this in this article shall expressly survive the expiration and/or termination of this Lease. In the event Tenant timely exercises Tenant’s option to add the Adjacent Unit (as hereinafter defined) to the demised premises, Landlord’s prior written consent to any nonstructural changes in connection with Tenant’s initial work on the Adjacent Unit pursuant to plans reviewed by Landlord with respect to the Adjacent Unit (the “Adjacent Unit Plans”) shall not be unreasonably withheld, conditioned or delayed. In no event, however, shall Tenant install or permit the installation of any art in the demised premises that an artist could prevent the removal of pursuant to a governmental or court law, code, rule, regulation or order. In no event shall Landlord be required to consent to any Tenant Changes that would adversely affect the structure of the Building, the exterior thereof, any part of the Building outside of the demised premises or the mechanical, electrical, heating, ventilation, air-conditioning, sanitary, plumbing or other service systems and facilities of the Building. Tenant shall, at its expense, before making any alterations, additions, installations or improvements: (a) obtain and promptly deliver to Landlord a copy of all permits, approvals and certificates required by any governmental or quasi-governmental bodies (and upon completion, certificates of final approval thereof) and (b) submit to Landlord, for Landlord’s prior written approval, plans, drawings and specifications of all changes, alterations, additions, improvements and work (herein “Tenant Changes”) Tenant wants to perform in the demised premises or the Building. Tenant shall make all revisions to its plans, drawings and specifications reasonably requested by Landlord and shall provide Landlord with all Landlord requested details. Except with respect to the Landlord’s Work, Tenant shall, promptly upon demand, reimburse Landlord for all reasonable out-of-pocket fees, expenses and other charges incurred by Landlord and/or its agent in connection with the approval of the plans, drawings and specifications (including fees paid to other parties for their opinion and comments) Notwithstanding anything contained in this Lease to the contrary, in the event that Tenant alleges that Landlord was unreasonable in withholding its consent to a Minor Alteration or the Landlord Work is Substantially Complete Adjacent Unit Plans, Tenant shall not be entitled to damages or any other affirmative relief or remedy as a result thereof and Tenant’s sole remedy shall be to commence an expedited arbitration proceeding before the American Arbitration Association to be determined by a single arbitrator with at least ten (10) years experience in fact, or the subject matter of the dispute and the parties will have no right to object if the delay in arbitrator renders a decision within fifteen (15) business days from the availability selection of the Premises for occupancy arbitrator; provided however, that prior to Tenant resorting to expedited arbitration, Tenant shall notify Landlord by written notice (“Arbitration Notice”) of Tenant’s intent to pursue such arbitration and Landlord and Tenant shall use reasonable efforts to resolve the matter without an arbitrator within thirty (30) days of the date Landlord receives Tenant’s Arbitration Notice. In the event an arbitration is commenced, the sole issue to be determined by the arbitrator shall be due whether Landlord unreasonably withheld its consent to any the Minor Alteration requested by Tenant Delay and/or Default on and if the part of Tenant and/or its subtenant or subtenants then the Premises arbitrator determines that Landlord was unreasonable, Tenant’s sole remedy shall be that Landlord’s consent shall be deemed granted in the case of that particular Minor Alteration request. Immediately following approval by Landlord, Tenant (or, at Landlord’s option, Landlord at Tenant’s expense) shall file the approved plans and drawings with the appropriate governmental and quasi-governmental authorities having jurisdiction. If requested by Landlord, Tenant shall use an expeditor designated or approved in advance by Landlord to assist with the filings. Notwithstanding the foregoing or anything to the contrary contained herein, no consent or approval issued by Landlord shall constitute an express or implied representation by Landlord that the Building or the demised premises (with or without any Tenant Change) will be suitable, feasible or lawful for any general or specific use, purpose or requirement of Tenant. Tenant shall, at its sole cost and expense, in making any Tenant Change, comply with all Legal Requirements (hereinafter defined), including, without limitation, all requirements of Local Law No. 5 of 1973 of the City of New York and The Americans With Disabilities Act of 1990, as amended to date. All materials and equipment used in connection with Tenant Changes shall be new and first quality and no materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. If any Tenant Change is to be ready for Tenantmade to the fire safety system, Tenant shall use only a contractor (or, if necessary, contractors) reasonably approved by Landlord and upon the completion of such work, Tenant shall deliver to Landlord a letter issued by the Building’s occupancy and Substantially Complete fire safety system vendor/service provider indicating that all fire safety system devices located on the demised premises’ floor are functioning properly and a schedule indicating the dates for the pre-testing and final testing of the fire safety system (and which final testing must be within six (6) months of the date on which the Landlord Work would have been Substantially Complete had plans for the Tenant Delay and/or Default Change were filed with the New York City Department of Buildings). Tenant agrees to carry, and will cause its contractors and sub-contractors to carry, such worker compensation, general liability, personal and property damage insurance as Landlord may require in form, amount, carriers and coverages satisfactory to Landlord (including, but not occurred limited to, adequate Builder’s Risk coverage). Such insurance shall be in addition to and not in lieu of any other insurance required under this Lease. Tenant shall not, at any time prior to or during the Commencement Date term of this Lease, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the demised premises, whether in connection with any Tenant Changes or otherwise, if, in Landlord’s sole reasonable discretion, such employment will be adjusted accordinglyinterfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of all or part of the Building. In the event of any dispute as interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to whether leave the Building immediately and shall replace such contractors, mechanics and laborers with contractors, mechanics and laborers who, in Landlord’s reasonable judgment, will not interfere or conflict with the construction, maintenance or operation of all or part of the Building and, in such event, Landlord Work may require that Tenant use union labor. Nothing in this Lease is Substantially Complete, intended to constitute a consent by Landlord to the decision subjection of Landlord’s architect or Tenant’s interest in the Building, the demised premises and/or the Real Property to any lien or claim by any person that performs and/or supplies any work, labor, material, service or equipment to Tenant and/or the demised premises. Landlord hereby notifies all such persons of such intent and each such person agrees, to the extent permitted by law, that by performing any work for or supplying any materials to Tenant it accepts that Landlord has not granted such consent and that such person shall not have a right to file any lien or claim against any interest of Landlord in the demised premises, the Building and/or the Real Property. If any mechanic’s lien is filed against the demised premises, the Building and/or the Real Property for work claimed to have been done for, or materials furnished to, Tenant, whether or not done pursuant to this article, the same shall be final discharged by Tenant within thirty (30) days thereafter, at Tenant’s expense, by payment or filing a bond as permitted by law. All fixtures and binding all paneling, partitions, railings and like installations, installed in the demised premises at any time, either by Tenant or by Landlord on Tenant’s behalf, shall, upon installation, become the partiesproperty of Landlord and shall remain upon and be surrendered with the demised premises unless Landlord obtains possession of the demised premises prior to July 31, 2016, then Landlord, by notice to Tenant shall have the right to elect to relinquish Landlord’s right thereto and to have them removed by Tenant, in which event the same shall be removed from the demised premises by Tenant prior to the end of the term of this Lease, at Tenant’s expense. Nothing in this article shall be construed to give Landlord title to, or to prevent Tenant’s removal of, trade fixtures, moveable office furniture and equipment, but in no event shall Tenant remove any fixtures and equipment which are part of the operation of the demised premises and/or the Building. Upon removal of Tenant’s trade fixtures, moveable office furniture and equipment from the demised premises as permitted herein, or upon removal or other installations as may be required by Landlord, Tenant shall immediately, and at its expense, repair and restore the demised premises to the condition existing prior to any such installations upon removal of same from the demised premises or upon removal of other installations as may be required by Landlord, Tenant shall immediately, at its expense, repair and restore the demised premises to the condition existing prior to any such installations, reasonable wear and tear excepted, and repair any damage to the demised premises or the Building due to such removal. All property permitted or required to be removed by Tenant at the end of the term which remains in the demised premises after Tenant surrenders possession of the demised premises to Landlord shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or removed from the demised premises by Landlord, at Tenant’s expense. Tenant’s obligations under this Article shall expressly survive the expiration or sooner termination of this Lease.

FAILURE TO GIVE POSSESSION. 3.01 If Landlord shall be unable to give possession of the Demised Premises by the Projected Commencement Date (i) by reason of the Landlord Work is not Substantially Complete, (ii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability available for occupancy by Tenant on the specific date hereinbefore designated for the failure to give possession on said date. Under such circumstances, no such failure to give possession by commencement of the Projected Commencement Date shall affect the validity term of this Lease or the obligations of Tenant hereunder. However, notwithstanding the foregoing, except to the extent caused by for any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019reason whatsoever, then the Rent Abatement Period will this Lease shall not be extended by one (1) day for each one (1) day after December 1affected thereby but, 2019 until the earlier of the Commencement Date or December 31in such case, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises said specific date shall be deemed to be ready postponed until the date when the Demised Premises shall be available for occupancy by Tenant’s , and Tenant shall not be entitled to possession of the Demised Premises until the same is available for occupancy by Tenant. Except as expressly provided in Section 4.01 hereof, Tenant shall have no claim against Landlord, and Substantially Complete Landlord shall have no liability to Tenant by reason of any such postponement of said specific date, and the parties hereto further agree that any failure to have the Demised Premises available for occupancy by Tenant on said specific date or on the Commencement Date shall in no way affect the obligations of Tenant hereunder nor shall the same be construed in any way to extend the term of this Lease. Notwithstanding anything to the contrary contained in this Section 3.01, if Tenant shall be unable to legally occupy the Demised Premises by reason of failure of the Township of Florham Park, New Jersey to issue such documentation necessary for Tenant to initially legally occupy the Demised Premises on before the date that is sixty (60) days from the date of this Lease, Tenant shall have the right to cancel this Lease upon ten (10) days prior written notice to Landlord. In such event the Landlord Work is Substantially Complete date set forth in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises such notice shall be deemed to be ready the Expiration Date for Tenant’s occupancy all purposes of this Lease, and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the shall return to Tenant Delay and/or Default not occurred any advance payment of Fixed Rent and the Commencement Date will be adjusted accordingly. In the event Security previously delivered by Tenant to Landlord hereunder, without deduction or offset of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partieskind.

FAILURE TO GIVE POSSESSION. 3.01 If Landlord the Demised Premises or any additional space to be included within the Demised Premises shall not be unable to give possession available for occupancy by Tenant on the specific date hereinbefore designated for the commencement of the Premises by term of this lease or for the Projected Commencement Date (i) by reason inclusion of the Landlord Work is not Substantially Complete, (ii) such space by reason of the holding over or retention of possession of by any tenant, tenants subtenant or occupants, any occupant or (iii) for any other reasonreason whatsoever, then Landlord this lease shall not be subject to any liability for the failure to give possession on affected thereby but, in such case, said date. Under such circumstances, no such failure to give possession by the Projected Commencement Date shall affect the validity of this Lease or the obligations of Tenant hereunder. However, notwithstanding the foregoing, except to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises specific date shall be deemed to be ready postponed until the date when the Demised Premises or the additional space, as the case may be, shall be available for occupancy by Tenant and Tenant shall have been notified thereof by Landlord, in each case, in the manner required pursuant to the terms of this lease, and Tenant shall not be entitled to possession of the Demised Premises or the additional space until the same are so available for occupancy by Tenant’s ; provided, however, except as otherwise expressly set forth herein, Tenant shall have no claim against Landlord and, except as otherwise expressly set forth herein, Landlord shall have no liability to Tenant by reason of any such postponement of said specific date, and the parties hereto further agree that any failure to have the Demised Premises or such additional space available for occupancy by Tenant on said specific date or on the Commencement Date shall in no way affect the obligations of Tenant hereunder except as otherwise expressly set forth herein, nor shall the same be construed in any way to extend the term of this lease. Landlord agrees to use reasonable efforts to obtain possession of the Demised Premises or such additional space, including, without limitation, the institution and Substantially Complete diligent prosecution of hold-over proceedings, in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises a holdover. This Section 3.01 shall be deemed to be ready for Tenant’s occupancy an express provision to the contrary of Section 223-a of the Real Property Law of the State of New York and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In the event any other law of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partieslike import now or hereafter in force.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Premises by on the Projected Commencement Date by reason of the following: (i) by reason of the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete, (iiiii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iiiiv) for any other reason, then except as specifically provided herein, Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession by on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. HoweverAt the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, notwithstanding the foregoing, except to Lease shall be amended so that the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will Term shall be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier period of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurstime possession is delayed. The said Premises shall be deemed to be ready for Tenant’s 's occupancy and Substantially Complete in the event the Landlord Landlord's Work is Substantially Complete in factComplete, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglysubtenants. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s 's architect shall be final and binding on the parties. Notwithstanding anything to the contrary contained in this Section, if the Commencement Date has not occurred on or before the later of (a) September 1, 2005, or (b) sixty two (62) days after the approval of the space plan for the Landlord Work (the "Outside Completion Date"), Tenant shall be entitled to a rent abatement following the Commencement Date of $285.75 for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date, Landlord and Tenant acknowledge and agree that: (i) the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays including, without limitation Tenant's failure to approve architectural drawings or mechanical, electrical and plumbing drawings that are consistent with the approved space plan within two (2) business days of submission; and (ii) the Outside Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of force majeure. In the event the Commencement Date has not occurred on or before the Outside Completion Date, Landlord shall provide Tenant, at no charge, with certain storage space ("Storage Space"), the location and size of which shall be reasonably determined by Landlord. The Storage Space shall be used by Tenant for the storage of equipment, inventory or other nonperishable items normally used in Tenant's business, and for no other purpose whatsoever. Landlord reserves the right to adopt and enforce reasonable rules and regulations governing the use of the Storage Space from time to time. Within two (2) days after the Commencement Date, Tenant shall completely vacate and surrender the Storage Space to Landlord in the condition in which it was delivered to Tenant, ordinary wear and tear excepted, broom-clean and empty of all personalty and other items placed therein by or on behalf of Tenant. Landlord shall not be liable for any theft or damage to any items or materials stored in the Storage Space, it being understood that Tenant is using the Storage Space at its own risk.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Premises on the date of the commencement of the term hereof by reason of any of the Projected Commencement Date following: (i) by reason of the Landlord Work is not Substantially Complete, labor disputes and/or material shortages (ii) by reason Force Majeure or Acts of God (iii) the holding hold over or retention of possession of any tenant, tenants tenants, or occupants, ; or (iiiiv) for any other reason, then beyond Landlord's reasonable control, Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are available for occupancy by Tenant, and no such failure to give possession by on the Projected Commencement Date date of commencement of the term hereof shall affect the validity of this Lease or the obligations obligation of Tenant hereunder. HoweverAt the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, notwithstanding the foregoing, except to Lease shall be amended so that the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will term shall be extended by one (1) day the period of time possession is delayed. If the Premises are ready for each one (1) day after December 1, 2019 until occupancy prior to the earlier date of the Commencement Date or December 31commencement of the term hereof and Tenant occupies the Premises prior to said date, 2019; and (ii) does not occur by January 1, 2020, then Tenant shall pay rental for the Rent Abatement Period will be extended by two (2) days for each one (1) day period of delay after January 1, 2020 until occupancy prior to the Commencement Date occursdate of the commencement of the term hereof at a rate proportional to the rent reserved herein. The Premises shall not be deemed to be ready unready for Tenant’s 's occupancy and Substantially Complete or incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustment remain to be done in the event the Landlord Work is Substantially Complete in factPremises or any part thereof, 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 Delay through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be caused in whole or in part by delay and/or Default default on the part of Tenant and/or its subtenant or subtenants then the Premises subtenants. Tenant shall be deemed allowed to be ready for Tenant’s occupancy install a telephone system and Substantially Complete on computer network lines two weeks prior to the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglycommencement of this Lease. In the event of any dispute as to whether the Landlord Work is Substantially CompletePremises are ready for Tenant's occupancy, the decision of Landlord’s 's architect shall be final and binding on the parties.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Premises by on the Projected Commencement Date by reason of the following: (i) by reason of despite Landlord’s commercially reasonable efforts in pursuing the same, the Landlord Work is not Substantially Complete, or (ii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reasonreason beyond Landlord’s reasonable control, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord in the condition required under this Lease, and no such failure to give possession by on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. However, notwithstanding the foregoing, except to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In the event of any dispute as to whether the Landlord Work is Substantially Complete, such dispute will be subject to resolution pursuant to the decision arbitration provision of Section 6 of the Workletter. Notwithstanding the foregoing, if the Commencement Date (as determined pursuant to Section 2.4) has not occurred on or before the date that is thirty (30) days after the Projected Commencement Date (as such Projected Commencement Date is determined following the resolution of the assumptions specified in the Project Schedule set forth as Schedule 2 to Exhibit C hereto, as described in Section 1.1(6) above, and as such Projected Commencement Date shall be extended on a day-for-day basis for each day that the Commencement Date is delayed as a consequence of any events of Force Majeure ), Tenant, except as otherwise set forth in the next succeeding paragraph, as its sole remedy for such late delivery of the Premises (so long as Landlord has continued to use commercially reasonable efforts to pursue completion of the Tenant Improvements in the Premises), shall receive one (1) day of abatement of Monthly Base Rent for each day between such thirtieth (30th) day after such Projected Commencement Date (subject to the extension specified above) and the actual Commencement Date of this Lease, such Monthly Base Rent abatement to be applied to the first month(s) of Monthly Base Rent payable under this Lease, as specified in Section 1.1(8) above. Notwithstanding the foregoing, if the Commencement Date (as determined pursuant to Section 2.4) has not occurred on or before the date that is one hundred eighty (180) days after the Projected Commencement Date (as such Projected Commencement Date is determined following the resolution of the assumptions specified in the Project Schedule set forth as Schedule 2 to Exhibit C hereto, as described in Section 1.1(6) above, and as such Projected Commencement Date shall be extended on a day-for-day basis for each day that the Commencement Date is delayed as a consequence of any events of Force Majeure ), then, in addition to the remedy set forth in the immediately preceding paragraph, Tenant shall have the right to terminate this Lease at any time thereafter upon ten (10) days’ notice to Landlord, in which case this Lease shall terminate as of the tenth (10th) after Landlord’s architect receipt of such notice from Tenant (including, if applicable, this Lease as it pertains to any Expansion Premises) unless the Commencement Date has occurred on or before such tenth (10th) day after Landlord’s receipt thereof; and in the event this Lease so terminates, any monies or deposits previously paid or delivered by Tenant to Landlord shall be final promptly returned to Tenant, and binding on neither party shall have any further obligations or liabilities hereunder. Further, in the partiesevent this Lease is so terminated, then any ROFR Space Lease entered into pursuant to Section 2.11, if any, and any lease of Available Premises entered into pursuant to Section 2.12, if any, shall also terminate as of the effective date of the termination of this Lease.

FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give possession of the Premises demised premises on the date of the commencement of the term hereof by reason of any of the Projected Commencement Date following: (i) by reason the Landlord has not completed its preparation of the Landlord Work is not Substantially Completedemised premises, (ii) the Landlord is unable to give possession of the demised premises by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iiiii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. In the event that the Landlord is unable to deliver the demised premises for either of the reasons listed as (i) or (ii) in the preceding sentence beyond December 31, 1997, then Landlord shall pay Tenant the latter's actual damages therefore, but only if attributable to an act or omission of the Landlord. Under such circumstancescircumstances the rent reserved and covenanted to be paid herein shall not commence until the demised premises are available for occupancy by Tenant, and no such failure to give possession by on the Projected Commencement Date date of commencement of the term hereof shall affect the validity of this Lease or the obligations of the Tenant hereunder, nor shall the same be construed to extend the term of this Lease. However, notwithstanding If the foregoing, except demised premises are ready for occupancy prior to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier date of the Commencement Date or December 31commencement of the term hereof and Tenant occupies the premises prior to said date, 2019; and (ii) does not occur by January 1, 2020, then Tenant shall pay rental including amounts stated in Section 5 for the Rent Abatement Period will be extended by two (2) days for each one (1) day period of delay after January 1, 2020 until occupancy prior to the Commencement Date occursdate of the commencement of the term hereof at the proportionate rental to the rent reserved herein. The Premises said demised premises shall not be deemed to be ready unready for Tenant’s 's occupancy and Substantially Complete or incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the event the Landlord Work is Substantially Complete in factdemised premises or any part thereof, or if special work, changes, alterations or additions required or made by Tenant in the layout or finish of the demised premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in the availability of the Premises for occupancy submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be due to any Tenant Delay caused in whole or in part by delay and/or Default default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordinglysubtenants. In the event of any dispute as to whether the Landlord Work is Substantially Completepremises are ready for Tenant's occupancy, the decision of Landlord’s 's architect shall be final shal▇ ▇▇ ▇▇▇al and binding on the parties.

FAILURE TO GIVE POSSESSION. If Landlord shall be is unable to give possession of the Demised Premises by on the Projected Commencement Date (i) by reason date of the Landlord Work is not Substantially Complete, (ii) by reason commencement of the holding term hereof, because of the holding-over or retention of possession of any tenant, tenants undertenant or occupants, or (iii) if Landlord has not completed any work required to be performed by Landlord, or for any other reason, then Landlord shall not be subject to any liability liability, except as provided below, for the failure to give possession on said date. Under date and the validity of the lease shall not be impaired under such circumstances, no such failure nor shall the same be construed in any manner to give possession by extend the Projected Commencement Date shall affect the validity term of this Lease lease, but the rent payable hereunder shall be abated until after Landlord shall have given Tenant notice that the Demised Premises are substantially ready for Tenant's occupancy. If permission is given to Tenant to enter into the possession of the Demised Premises or to occupy any space in the obligations of Tenant hereunder. However, notwithstanding Building other than the foregoing, except Demised Premises prior to the extent caused by any Tenant Delay, if date specified as the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier commencement of the Commencement Date or December 31term of this lease, 2019; Tenant covenants and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises agrees that such occupancy shall be deemed to be ready for Tenant’s occupancy under all the terms, covenants, conditions and Substantially Complete provisions of this lease, except as to the covenant to pay rent. The provisions of this Article are intended to constitute "an express provision to the contrary" within the meaning of Section 223-a of the New York Real ------------- Property Law. ------------ Notwithstanding the foregoing provisions of this Lease, in the event that Landlord fails to deliver possession of the Landlord Demised Premises with Landlord's Work substantially complete on or prior to the date which is forty five (45) days from the date of lease execution, Tenant shall be entitled to an additional day for day abatement of fixed rent for each day past forty five (45) days that Landlord's Work is Substantially Complete in factnot substantially complete. Tenant may have access to the Demised Premises during performance of Landlord's Work and each party and their contractors shall cooperate with each other so as to minimize interference with Landlord's Work and Tenant's Work respectively. Notwithstanding the foregoing provisions of this Lease, or if the delay in the availability event that Landlord fails to deliver possession of the Demised Premises for occupancy with Landlord's Work substantially complete (as defined below) on or prior to the date which is six (6) months from the date of execution of this Lease, Tenant shall have the right to terminate this Lease within the following ten (10) business days by giving notice thereof to Landlord. Upon receipt of such notice by Landlord, all liability between the parties hereto shall be due extinguished, except that Landlord shall return to Tenant any Tenant Delay and/or Default on the part monies deposited with Landlord pursuant to this Lease. The foregoing right of Tenant and/or its subtenant or subtenants then the Premises termination shall be deemed Tenant's exclusive remedy with respect to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In the event of any dispute as failure to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partiesdeliver possession.

FAILURE TO GIVE POSSESSION. If (a) Notwithstanding anything to the contrary contained in this Lease, Tenant acknowledges that it has been advised by Landlord shall be unable to give possession that certain portions of the Premises demised premises initially demised to Tenant hereunder which are designated "Occupied" on Exhibit A-1 annexed hereto (such space is hereinafter called "Occupied Space") are currently under lease and/or occupied by the Projected Commencement Date tenants. For purposes of this Lease, (i) by reason of the Landlord Work is not Substantially Complete, (ii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, no such failure to give possession by the Projected Commencement Date shall affect the validity of this Lease or the obligations of Tenant hereunder. However, notwithstanding the foregoing, except to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the earlier of the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises Occupied Space shall be deemed to be ready for comprised of 7,171 rentable square feet and (ii) Tenant’s occupancy and Substantially Complete in 's Proportionate Share allocable to the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises Occupied Space shall be deemed to be ready for Tenant’s occupancy one and Substantially Complete eighteen hundredths percent (1.18%). Tenant agrees that the term of this Lease shall commence on the date hereof notwithstanding Landlord's inability to deliver to Tenant on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will vacant possession of the Occupied Premises. Except as otherwise expressly set forth in this Lease, Tenant shall have no claim against Landlord, and Landlord shall have no liability to Tenant by reason of the delivery of possession of the Occupied Space to Tenant after the Commencement Date. The parties hereto further agree that the failure to have the Occupied Space available for occupancy by Tenant on the Commencement Date shall in no way affect the obligations of Tenant hereunder except as hereinafter expressly set forth, nor shall the same be adjusted accordinglyconstrued in any way to extend the term of this Lease. In Landlord agrees to use reasonable efforts to obtain possession of the Occupied Space, including, without limitation, where applicable, the institution and diligent prosecution of holdover proceedings, in the event of a holdover. This Section 45.01 shall be deemed to be an express provision to the contrary of Section 223-a of the Real Property Law of the State of New York and any dispute other law of like import now or hereafter in force. (b) If Landlord shall not have delivered vacant possession of the Occupied Space to Tenant on or before January 1, 2001 with all of the Landlord's work specified in Section 2.01 completed, then Tenant shall, as its sole remedy therefor, have the right exercisable by February 1, 2001 (TIME BEING OF THE ESSENCE) to whether surrender and terminate any rights it then or hereinafter may have in and to the Occupied Space, as herein provided, by written notice (the "Occupied Space Notice") to Landlord. If Tenant fails to send the Occupied Space Notice to Landlord Work is Substantially Completeon or before February 1, 2001, Tenant shall no longer have a right to surrender and terminate its rights in and to the Occupied Space. If Tenant shall send the Occupied Space Notice prior to February 1, 2001, then Landlord shall have no further rights to include the Occupied Space as the demised premises under this Lease and this Lease shall, without further action on the part of either party hereto, be deemed appropriately modified and the fixed rent and additional rent shall be appropriately adjusted; except that, upon request of either party hereto, the decision parties shall execute and deliver an amendment to this Lease memorializing the foregoing. (c) There shall be no fixed rent or additional rent payable with respect to any portion of the Occupied Space until the later of (i) November 1, 2000, or (ii) the date which is three (3) months after the date such portion of such Occupied Space shall be delivered to Tenant vacant with the items of Landlord’s architect 's Work specified in Section 2.01 completed. 45.02 Without limiting anything contained in Section 45.01 above, if the demised premises shall not be available for occupancy by Tenant on the date hereinbefore designated for the commencement of the term of this Lease or if any additional space to be included within the demised premises shall not be available for occupancy by Tenant on the date hereinafter designated for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be final deemed to be postponed until the date when the demised premises or such additional space shall be available for occupancy by Tenant, and binding Tenant shall not be entitled to possession of the demised premises or such additional space until the same are available for occupancy by Tenant, provided, however, that Tenant shall have no claim against Landlord, and Landlord shall have no liability to Tenant by reason of any such postponement of said specific date, and the parties hereto further agree that any failure to have the demised premises or such additional space available for occupancy by Tenant on said specific date or on the partiesCommencement Date shall in no wise affect the obligations of Tenant hereunder nor shall the same be construed in any wise to extend the term of this Lease unless specifically provided to the contrary herein and furthermore, this Section 45.02 shall be deemed to be an express provision to the contrary of Section 223-a of the Real Property Law of the State of New York and any other law of like import now or hereafter in force. Notwithstanding the foregoing, Landlord shall, subject to force majeure, deliver possession of the entirety of the demised premises, except the Occupied Space, on the date hereof.

FAILURE TO GIVE POSSESSION. 3.01 Except as otherwise expressly provided in Sections 3.02 and 3.03 hereof, If for any reason Landlord shall fail or be unable to give deliver to Tenant possession of the Premises by or any other portion of the Projected Commencement Date Building that is to be added to, or included with, the premises demised under this Sublease, on any date specified in this Sublease for the commencement of the term of this Sublease for the Premises or such other portion(s) of the Building or for such delivery of possession of the Premises or of such other portion(s) of the Building (i) including by reason of a holdover in the Premises or such other portions of the Building by the tenant or any other occupant thereof, other than a tenant or other occupant that is Landlord Work is not Substantially Completeor an Affiliate of Landlord), (ii) Tenant shall have no right to rescind this Sublease or any amendment or modification of this Sublease and shall have no claim against Landlord, and Landlord shall have no liability to Tenant or to any other Tenant Party by reason thereof of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, no such failure to give possession by or inability, and the Projected Commencement Date parties hereto further agree that any such failure or inability shall in no way affect the validity of this Lease or the obligations of Tenant hereunderhereunder (except that the date specified in this Sublease for the commencement of the term of this Sublease for the Premises or such other portion(s) of the Building or for such delivery of possession of the Premises or of such other portion(s) of the Building shall be deemed postponed until the date that the Premises or of such other portion(s) of the Building, as the case may be, shall be available for occupancy by Tenant or any Tenant Party, nor shall the same be construed in any way to extend the term of this Sublease, nor shall Tenant be entitled to any damages therefor. However, notwithstanding the foregoing, except This Section 3.01 shall be an express provision to the extent caused by contrary for purposes of Section 223-a of the New York Real Property Law and any other law of like import now or hereafter in effect. (a) Notwithstanding anything to the contrary contained in this Sublease, subject to extension due to Unavoidable Delay (which extension shall not exceed ninety (90) days in the aggregate) and Tenant Delay, if the Commencement Date (i) does has not occur by December occurred on or before August 1, 20192011, then commencing on the [***], the Base Rent Abatement Period will be extended by one applicable to the 5th Floor Premises (1) day for each one (1) day after December 1to the extent the 5th Floor Premises is a part of the Premises), 2019 until the earlier of 6th Floor Premises and the 7th Floor Premises shall [***]; provided, however, if the Commencement Date has not occurred on or December 31before September 30, 2019; and (ii) does not occur by January 2011, then commencing on October 1, 20202011 the aforesaid [***] shall be [***]. (b) Notwithstanding anything to the contrary contained in this Sublease, then the Rent Abatement Period will be extended by two subject to extension due to Unavoidable Delay (2which extension shall not exceed ninety (90) days for each one (1in the aggregate) day of delay after January 1and Tenant Delay, 2020 until if the Commencement Date occurs. The Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default has not occurred and on or before February 1, 2012, then Tenant shall have the Commencement Date will be adjusted accordinglyright to terminate this Sublease by giving Landlord notice thereof on or before February 10, 2012, TIME BEING OF THE ESSENCE with respect to the giving of such termination notice. In the event that Tenant gives Landlord such termination notice, both parties hereto shall be released and relieved of any and all further obligations hereunder or in connection herewith, subject to Tenant’s restoration obligations as set forth herein and any indemnity obligations of either party that survive the termination of this Sublease. In the event that this Sublease terminates pursuant to this subsection (b), then, within thirty (30) days after the giving of such termination notice, Tenant shall surrender to Landlord those portions of the Premises that have theretofore been delivered to Tenant and shall remove all Tenant’s Property from the Premises and the Building and repair all damage to the Premises and Building caused by such removal, and, within ninety (90) days after the giving of such termination notice, Tenant shall remove all of the Roof Installations, if any, from the Building and repair all damage to the Building caused by such removal. (c) Notwithstanding anything to the contrary contained in this Sublease, subject to extension due to Unavoidable Delay (which extension shall not exceed ninety (90) days in the aggregate), if the Commencement Date has not occurred on or before August 1, 2012, then Landlord shall have the right to terminate this Sublease by giving Tenant notice thereof on or before August 10, 2012, TIME BEING OF THE ESSENCE with respect to the giving of such termination notice. In the event that Landlord gives Tenant such termination notice, both parties hereto shall be [***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. released and relieved of any and all further obligations hereunder or in connection herewith, subject to Tenant’s restoration obligations as set forth herein and any indemnity obligations of either party that survive the termination of this Sublease. In the event that this Sublease terminates pursuant to this subsection (c), then, within thirty (30) days after the giving of such termination notice, Tenant shall surrender to Landlord those portions of the Premises that have theretofore been delivered to Tenant and shall remove all Tenant’s Property from the Premises and the Building and repair all damage to the Premises and Building caused by such removal, and, within ninety (90) days after the giving of such termination notice, Tenant shall remove all of the Roof Installations, if any, from the Building and repair all damage to the Building caused by such removal. (d) Any dispute between Landlord and Tenant concerning any aspect of Landlord delivering possession of any portion of the Premises to Tenant or the rights and remedies of Tenant set forth in Section 3.02 may be resolved by either party submitting such dispute to arbitration as provided in Article 34. Until such dispute is resolved either by mutual agreement of Landlord and Tenant or pursuant to whether the Landlord Work is Substantially Completearbitration, the decision of Landlord’s architect Premises shall remain as Landlord contends and, if Tenant prevails in such dispute, there shall be final a retroactive adjustment in Base Rent and binding on the partiesAdditional Rent and any other retroactive adjustments as may be appropriate.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable (A) Tenant acknowledges that the Premises are currently occupied by Compass International Services, Inc. ("Compass"). Tenant waives any right to give rescind this Lease under Section 223-a of the New York Real Property Law or any successor statute of similar nature and purpose then in force and further waives the right to recover any damages which may result from Landlord's failure for any reason to deliver possession of the Premises by on the Projected Commencement Date (i) by reason date set forth in Section 1.1 hereof for the commencement of the Landlord Work is not Substantially Complete, (ii) by reason Term. The provisions of this Article are intended to constitute an "express provision to the contrary" within the meaning of Section 223-a of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the New York Real Property Law. No such failure to give possession on said date. Under such circumstances, no such failure to give possession by the Projected Commencement Date date set forth in Section 1.1 hereof for the commencement of the Term shall in any wise affect the validity of this Lease or the obligations of Tenant hereunder. Howeverhereunder or give rise to any claim for damages by Tenant or claim for rescission of this Lease, notwithstanding nor shall the foregoing, except same be construed in any wise to extend the Term. (B) Notwithstanding anything to the extent caused by any Tenant Delaycontrary contained herein, if Landlord shall fail to give possession of the Premises on the date set forth in Section 1.1 hereof for the commencement of the Term, and provided that Tenant is not responsible for such inability to give possession, the Rent Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will shall be extended adjourned by one (1) day for each one (1) day from and after December 115, 2019 until 1999 that the earlier Premises are not delivered. Section 22.2. Landlord and Tenant hereby expressly acknowledge and agree that this Lease is conditioned upon the unconditional execution and delivery by Landlord and Compass of an agreement between Landlord and Compass with respect to the Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event the Landlord Work is Substantially Complete in fact, or if the delay in the availability surrender of the Premises for occupancy on terms and conditions acceptable to Landlord in its sole discretion (the aforesaid event being hereinafter referred to as the "Condition"), and shall be due to of no force and effect unless and until the Condition is satisfied; it being understood and agreed however, that if for any Tenant Delay and/or Default reason whatsoever, the Condition is not satisfied or waived by Landlord on or before the part of Tenant and/or its subtenant or subtenants then date which is forty-five (45) days after the Premises date hereof, this Lease shall be deemed void ab initio, and be of no force and effect, and Landlord and Tenant shall have no obligations or liability to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the partiesother respective party under this Lease.