Common use of Possession Clause in Contracts

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its right to lease 1. The Promoter would intimate the Offer Space and Landlord is unable to deliver possession on Allottee/s the date set forth in the Offer Notice as the date on which Landlord anticipates for delivering possession of the Offer Space Schedule 'C' Apartment to Tenant by reason the Allottee/s and the Allottee/s shall complete the purchase of Schedule 'B' Property and receive possession as stated above within fifteen days from the date of such notice and the Promoter would deliver possession of the holding over or retention Schedule 'C' Apartment provided the Allottee/s has/have not defaulted any of the terms and conditions of this agreement and has/have complied with its obligations and paid the agreed sums. 2. The Promoter shall deliver and put the Allottee/s in constructive possession of any tenant or occupant Schedule 'B' Property and actual, physical, vacant possession of Schedule 'C' Apartment on execution of Sale Deed against payment of balance sale price and all other amounts due under this Agreement and compliance of all the terms in Agreements. That on sale of Schedule 'B' Property the Allottee/s shall have no claim of whatsoever nature against Promoter. In case the Allottee/s fails to take possession of the Offer Space Schedule 'B' Property then the Promoter shall be entitled and the Allottee/s shall be liable to pay an amount of Rs 5/- (iRupees Five only) Landlord for the two bed room apartments and Rs.7/- (Rupees Seven only) for the three bed room apartments as holding charges which shall be paid by the Allotee before obtaining possession of the Schedule 'B' Property. 3. The Allottee/s in the said Building have effected all their respective payments on time without any delay mentioned in their respective Agreements. 4. The Allottee/s shall also become liable to pay proportionate share of municipal taxes and cesses, electrical, domestic and non-domestic water tax, and all other charges for the common areas of the 'HOUSE OF HIRANANDANI - BANNERGHATTA' and the common area of the Building in which the Schedule 'A' Property is located, from the date of intimation of the apartment is ready for possession. 5. That in the event of there being any redevelopment of the 'HOUSE OF HIRANANDANI - BANNERGHATTA' for any reason, whatsoever the Allottee/s herein would be entitled to such undivided share in the Schedule 'A' Property as mentioned in this agreement and corresponding size of the Schedule 'C' Apartment as applicable at the time of such redevelopment and further that such apartment shall be in the same block constructed in the location as the present Schedule 'C' Apartment. 6. That the Allottee/s covenants that the Allottee/s shall comply with all the rules and regulation pertaining to electrical installations, lifts, generators, fire safety equipments and services, pollution control and general safety equipment and services of the building/tower. 7. That the Allottee/s with the other owners of the apartments through the Owners Association shall at all times keep the annual maintenance contracts with regards to all safety equipments such as lift, generator, heating and cooling systems, equipments provided for fire safety, pollution control, equipments relating to safety at terrace, walls, claddings, swimming pools and other places, pumps, motors and other equipments valid and shall pay the amounts of annual maintenance contract as and when demanded by the concerned agencies. The Allottee/s is/are fully aware that non payment towards the annual maintenance contracts will adversely affect all the equipment installed by the Promoter in the building/tower and non payment of common maintenance deposit charges shall attract disciplinary action including injunctive and pecuniary relief. 8. That after the maintenance of the Schedule 'A' Property is handed over to the Association, the Owner and or the Promoter shall not be liable to Tenant responsible for any failure consequence or liability on account of failure, negligence, act or omission, obstruction, alteration, modification, restraint or improper use by a then existing tenant any or occupant all the owners, service providers or their agents with regards to vacate the fire equipments, fire protection systems, their supporting equipments, pollution control and other general safety equipments, related facilities and services. 9. That the Allottee/s shall not in any manner obstruct or cause obstruction to any of the Offer Spaceentries or exits of 'HOUSE OF HIRANANDANI - BANNERGHATTA' or obstruct any open place meant to be retained as open place or obstruct free movement of vehicles including fire tenders, (ii) Landlord and such other vehicles required to ensure safety and statutory compliance. 10. That the car parking spaces allotted with the Schedule 'C' Apartment shall use commercially reasonable efforts to obtain be used only for parking of one car per slot and deliver to Tenant vacant possession for no other purpose including storing of any kind of items, household equipment, furniture, tyres, spares, cans etc. 11. That the Offer Space within ninety (90) days after the anticipated availability date Schedule 'C' Apartment shall be used as stated by Landlord in the Offer Notice a private residence and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except put use for any kind of commercial or semi commercial use or serviced apartment. 12. The Allottee/s agrees and covenants that the term Promoter or any agency appointed by the Promoter for the maintenance of the lease with common areas of the Schedule 'A' Property will have the exclusive right to erect and display in common spaces, advertising and signage generally within the Common Use Facilities. 13. That If any development and/or betterment charges or other levies are charged, levied or sought to be recovered by the BBMP or any other public authority in respect of the Schedule 'A' Property, the same shall be borne and paid by the Allottee/s in proportion to his/her/their/its undivided share in the Schedule 'A' Property. 14. That the Allottee/s shall not subscribe to the Offer Space shall not commence until Landlord shall deliver vacant possession change in the name of the Offer Space to Tenant. The terms set forth in Schedule 'A' Property being 'HILLCREST' nor the preceding provisions development of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement'HOUSE OF HIRANANDANI - BANNERGHATTA'. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. 5.1 In the event of the inability of Lessor to deliver possession of the leased premises or any portion thereof, at the time of the commencement of the term of this lease, Lessor shall not be liable for any damage caused thereby, nor shall this lease thereby become void or voidable, nor shall the term herein specified be in any way extended, but in such event, Lessee shall not be liable for payment of any rent until such time as Lessor can deliver possession, except as may be otherwise provided in Exhibit B to this lease. If Lessor shall deliver possession of the leased premises to Lessee prior to January 1, 1993 and Lessee agrees to accept the same at such time, both Lessor and Lessee agree to be bound by all provisions and obligations of this lease during the prior period. 5.2 Notwithstanding the foregoing, if Lessor fails to deliver all of the office space portion of the leased premises to Lessee in Substantially Completed condition by 5:00 p.m., December 14, 1992, Lessor shall hold Lessee harmless from (a) If Tenant exercises all rent and other occupancy charges incurred by Lessee with respect to its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth existing office space premises in the Offer Notice as Pacific Building or elsewhere which is in excess of the rent and other charges payable by Lessee for its existing office space Pacific Building premises (at the rent rate and additional rent charges in effect for December 1992) from January 1, 1993 until five (5) days after the date on which Landlord anticipates delivering possession the tenant improvement in the office space portion of the Offer Space leased premises have been Substantially Completed, and (b) reasonable attorneys’ fees and expenses incurred by Lessee with respect to Tenant such occupancy beyond December 31, 1992 in its existing Pacific Building premises or elsewhere (other than the Building). Such indemnity shall not apply to the extent such failure would not have occurred but for delay caused by reason Lessee or its agents (including Lessee’s Architect), including without limitation delay caused by Lessee’s failure to comply with the schedule specified in Exhibit B, change orders requested by Lessee, and the causes listed in Section 5.6 of Exhibit B. 5.3 Notwithstanding the foregoing, if Lessor fails to deliver all of the holding over or retention of possession of any tenant or occupant branch bank portion of the Offer Space leased premises to Lessee in Substantially Completed condition by 5:00 p.m., December 14, 1992, Lessor shall hold Lessee harmless from (ia) Landlord shall not be liable all rent and other occupancy charges incurred by Lessee with respect to Tenant for any failure by a then its existing tenant or occupant to vacate any branch bank premises in the Pacific Building which is in excess of the Offer Spacerent and other charges payable by Lessee for its existing Pacific Building branch bank premises (at the rent rate and additional rent charges in effect for December 1992) from January 1, 1993 until five (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (905) days after the anticipated availability date as stated by Landlord on which the tenant improvements in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant branch bank portion of such Offer Space the leased premises have been Substantially Completed and (iiib) Tenant’s obligations under this Lease reasonable attorneys’ fees and expenses incurred by Lessee with respect to occupancy beyond December 31, 1992 in its existing Pacific Building branch bank premises or elsewhere (other than the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence Building) from January 1, 1993 until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. five (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (305) days after the end date on which the tenant improvements in the branch bank portion of the aforesaid one (1) year period unless prior leased premises have been substantially completed. Such indemnity shall not apply to the giving extent such failure would not have occurred but for (a) delay caused by Lessee or its agents (including Lessee’s Architect), including without limitation delay caused by Lessee’s failure to comply with the schedule specified in Exhibit B, change orders requested by Lessee, and the causes listed in Section 5.6 of Exhibit B, (b) delay caused because the time period to obtain a building permit for the branch bank space exceeded twelve (12) weeks from the date a complete building permit application was submitted to the City of Seattle because Lessee’s design for such space differed materially from the design solution shown in Exhibit E, or (c) Lessee’s failure to occupy the branch bank space when it could be beneficially occupied by Lessee (i.e., branch bank business could be reasonably conducted therein, even though some portions of the work which did not prevent Lessee’s beneficial occupancy were not completed). 5.4 Notwithstanding Section 5.1, Lessor will proceed diligently and in good faith to deliver all of leased premises covered by a building permit to Lessee in a Substantially Completed condition within one hundred twelve (112) days after the building permit for such portion of the leased premises has been received by Lessor from the City of Seattle, or such later date as may be specified in the construction contract for such work, subject to delays caused by Lessee or its agents strikes or other labor disputes, material shortages, fire or other casualty, acts of God or other causes beyond Lessor’s control. From the date hereof until the date rent commences for the entire office portion of the leased premises, Lessee may use Floor 21 of the TUS Building (on an AS IS, WHERE IS, basis) free of any rent to store furniture and equipment which will be installed by Lessee in the leased premises when the term of this lease commences. Costs incurred by Lessee in connection with such use shall be a charge to Tenant Work. All of such notice furniture and equipment and packaging materials or within ten (10) days thereafter Landlord other debris associated with such use shall have delivered vacant possession be removed from Floor 21 not later than the date rent commences for the entire office portion of such Offer Space to Tenantthe leased premises, and the areas used by Lessee shall be left in a broom clean condition.

Possession. (a) The Landlord agrees to use reasonable efforts to have the Leased Premises completed and ready for possession on or before the Commencement Date barring strikes, insurrection, acts of God and other casualties or unforeseen events beyond the control of the Landlord. If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering give possession of the Offer Space to Tenant Leased Premises on the Commencement Date by reason of the holding over or retention of possession of any tenant prior Tenant or occupant Tenants, incomplete construction, or for any other reason excluding the unavailability of funds or financing, or unless the same shall result from causes attributable to the Tenant, an abatement or diminution of the Offer Space (i) rent to be paid hereunder, for the period of time Landlord is unable to give possession, shall not be liable allowed Tenant and the term of this Lease shall be extended beyond the agreed expiration date by the number of days possession was delayed and said abatement of rent shall be the full extent of Landlord’s liability to Tenant for any failure by a then existing tenant loss or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver damage to Tenant vacant on account of said delay in obtaining possession of the Offer Space Leased Premises except Landlord’s gross negligence. If, and only if, the Leased Premises have not been tendered within ninety sixty (9060) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained Commencement Date specified in this Section 37.5Lease, if either Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by terminate this Lease after fifteen (15) days’ written notice thereof given on or before to the date that other party. Neither Landlord nor Tenant shall have the right to terminate this Lease pursuant to this Paragraph 3 if Landlord tenders Possession of the Leased Premises in tenantable condition as required by Paragraph 4 hereof at any time prior to Tenant’s exercise of its termination right hereunder. In the event neither Landlord nor Tenant has terminated the Lease as provided herein, the Commencement Date shall be thirty (30) days after the end of the aforesaid extended by one (1) year period unless prior to day for each day beyond the giving stated Commencement Date delivery of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenanthas been delayed.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord’s control, or time required for construction delays due to labor or material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which possession of the Premises is one (1) year after delivered to the anticipated Offer Space Commencement Date set forth Tenant. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant’s failure to agree to the Plans, changes in or additions to the Plans or the Tenant Improvements made at the request of Tenant or any other delay caused by a party employed by or the agent of Tenant, then in such case Landlord shall notify Tenant of such delay the rental shall be accelerated by the number of days of such delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlord shall have no responsibility or liability for loss or damage to fixtures, facilities or equipment installed or left on the Premises. By occupying the Premises as a Tenant, or to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the Offer Notice condition required by reason of the holding over or retention of possession of any tenant or other occupant or this Lease Agreement, except items which are not in compliance with Exhibit A-3 and for any other reason, then which Tenant shall have the right to withdraw its Acceptance Notice by has given Landlord a written notice thereof given on or before the date that shall be “punch list” within thirty (30) days of Tenant’s first occupancy of the Premises, except for latent defects. Should the commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other than the first day of a calendar month, then in that event solely for the purposes of computing the Term of this Lease Agreement, the commencement date of the Term shall become and be the first day of the first full calendar month following the date when Tenant’s rental obligation commences, or the first day of the first full calendar month following the commencement date set out in Article 1 (if such is other than the first date of a calendar month), whichever date is later, and the termination date shall be adjusted accordingly; provided however, that the termination date shall be the last day of a calendar month, which date shall in no event be earlier than the termination date set out in Article 1. Immediately after Tenant’s occupancy of the Premises the Landlord and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the rentable square footage of the Premises, and delivery of the Premises in the condition required by this Lease Agreement. Tenant shall at all reasonable times from and after the end of the aforesaid one (1) year period unless date that is 14 days prior to the giving commencement date of the Term have access to the Premises, at Tenant’s own risk, expense and responsibility, for purposes of installing Tenant’s furniture, trade fixtures and equipment. In connection with such notice access prior to the commencement date of the Term, Tenant shall abide by the terms and conditions of this Lease including carrying the insurance specified by the Lease, as if the Term had already commenced, except that Tenant shall have no obligation to pay the Minimum Rental, Real Estate Taxes or within ten Operating Expenses until the earlier of (10i) days thereafter the date Tenant occupies the Premises and begins conducting business therefrom or (ii) the commencement date of the Term. Tenant shall also pay the charges for all utilities furnished to the Premises during Tenant’s early-access period, as reasonably estimated by Landlord. Any other provision herein to the contrary notwithstanding, (a) Landlord shall have delivered vacant possession allow access to the Premises to Tenant and its contractors for Tenant fit-up work by not later than April 15, 2004 and Landlord and Tenant shall use reasonable and diligent efforts to cause said contractors to cooperate and not interfere with each other’s work; and (b) all provisions of such Offer Space this Lease shall be in full force and effect during this early occupancy period, except Tenant’s obligation to Tenantpay rent.

Possession. Landlord shall reasonably attempt to deliver possession of the Premises within one hundred twenty (a120) days of Lease execution, the anticipated date of commencement (the “Anticipated Commencement Date”). If Tenant exercises its right to lease the Offer Space and Landlord is should be unable to deliver possession of the Premises to the Tenant on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over Anticipated Commencement Date or retention of possession of thereafter for any tenant or occupant of the Offer Space (i) reason, Landlord shall not be liable subject to Tenant any liability, claims or damages for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain give possession on said date and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that terminated or terminable by reason of such delay. Under such circumstances, the term of the lease with respect rent reserved and covenanted to the Offer Space be paid herein shall not commence until Landlord shall deliver vacant the possession of the Offer Space Premises is tendered by Landlord which may be confirmed by Landlord’s delivery of notice to Tenant that possession has been delivered following substantial completion of the Tenant Improvements, provided, however, that in the event any delay in tendering possession to the Tenant or in Tenant’s taking occupancy of the Premises beyond the Anticipated Commencement Date is caused by any act, delay or omission of Tenant, its employees, agents, contractors or invitees, Tenant shall remain obligated to commence paying rent hereunder beginning on the earlier to occur of (i) the Anticipated Commencement Date or (ii) the date the Landlord tenders possession of the Premises to Tenant. The terms set forth in If permission is given to the preceding Tenant to enter into possession of the Premises, or to occupy space other than the Premises prior to the Anticipated Commencement Date Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants and conditions of the provisions of this Section 37.5 are intended Lease, and that the Rent shall commence on such date. Tenant covenants and agrees to constitute “an express provision to execute and deliver such documentation as Landlord may reasonably require confirming the contrary” within the meaning of Section 223-a of the New York Real Property Law Commencement Date and such other matters as Landlord or any successor Requirement. (b) Notwithstanding anything lender may reasonably request. In addition, Landlord may elect to send a letter establishing the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or (if not a specific calendared date under Section 2.1), which shall be binding for any other reason, then all purposes unless Tenant shall have the right to withdraw its Acceptance Notice by sends written notice thereof given on or before the date that shall be thirty of objection within five (305) business days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantreceipt.

Possession. If Landlord shall be unable to tender possession of the Demised Premises on the Commencement Date set forth in Section 1.2 by reason of: (a) If Tenant exercises its right the fact that the Demised Premises are located in a building being constructed and which has not been sufficiently completed to lease make the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of Demised Premises ready for occupancy; (b) the holding over or retention of possession of any tenant or occupant occupant; (c) the Construction Improvements have not been substantially completed due to delays by Landlord; or (d) for any other reason beyond the control of the Offer Space (i) Landlord, Landlord shall not be liable subject to Tenant any liability for any the failure by a then existing tenant or occupant to vacate any of tender possession on said date. Under such circumstances the Offer Space, (ii) Landlord shall use commercially reasonable efforts Base Annual Rent and Additional Rent reserved and covenanted to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space paid herein shall not commence until Landlord shall deliver vacant possession of the Offer Space Demised Premises is tendered to Tenant. The terms No such failure to tender possession on the Commencement Date set forth in Section 1.2 shall in any other respect affect the preceding provisions validity of this Lease or the obligations of Tenant hereunder, nor shall same be construed to extend the termination date of this Lease set forth in Section 37.5 are intended to constitute “an express provision to 1.2. In the contrary” event the actual Commencement Date does not occur within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasondate this Lease is fully executed and delivered by Landlord and Tenant, then Tenant Landlord, without further liability to Tenant, shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be terminate this Lease upon thirty (30) days after the end prior written notice to Tenant. If permission is given to Tenant to enter into possession of the aforesaid one (1) year period unless Demised Premises prior to the giving date specified as the Commencement Date, Tenant covenants and agrees that such occupancy shall be deemed to be subject to all of the terms, covenants, conditions and provisions of this Lease, and that Tenant shall be responsible for payment of Base Annual Rent, in advance, at the rate of 1/30th of the base monthly rent set forth in Section 1.3 for each day of such notice or within ten (10) days thereafter Landlord occupancy prior to the Commencement Date, and Additional Rent set forth in Section 1.5 shall have delivered vacant possession begin to accrue on such date of such Offer Space to Tenantpossession.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date Except as otherwise expressly set forth herein, in no event shall Landlord be obligated to incur any fee, cost, expense or obligation, nor to prosecute any legal action or proceeding, in connection with the Offer Notice as the date on which Landlord anticipates delivering possession delivery of the Offer any Expansion Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord nor shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this the Lease with respect to the Premises or the Expansion Space in question be affected thereby, except that if the prior tenant or occupant holds over in any Expansion Space beyond 45 days, Landlord shall at its expense commence and the Offer Space diligently prosecute appropriate proceedings to recover vacant possession of such Expansion Space. Except as otherwise expressly set forth herein, Landlord shall not be affected thereby except subject to any liability and this Lease shall not be impaired if Landlord shall be unable to deliver possession of any Expansion Space to Tenant on any particular date. Tenant hereby waives any right to rescind the Lease under the provisions of Section 223-a of the Real Property Law of the State of New York, and agrees that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 5(e) are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a of a. Landlord agrees that it shall not waive any rights it may have against any person or entity holding over in the New York Real Property Law or Expansion Space, without any successor Requirement. (b) Notwithstanding anything obligation to the contrary contained in this Section 37.5, if enforce any such rights. If Landlord shall have failed fails to deliver vacant possession of such Offer any Expansion Space on or before in accordance with the terms hereof prior to 9 months after the date which is one (1) year after the anticipated Offer Expansion Space Commencement Date (as set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonapplicable Expansion Space Notice) (an “Outside Expansion Space Delivery Date”), then Tenant shall have the right at any time thereafter in respect of such Expansion Space, as its sole and exclusive remedy therefor (subject to withdraw its Acceptance Notice Landlord’s obligation to re-offer such space to Tenant as detailed below), to cancel the Lease in respect of such Expansion Space by written giving notice thereof given on or before of cancellation to Landlord. If Tenant timely delivers the date that aforesaid cancellation notice, the Lease in respect of such Expansion Space shall be thirty (30) terminate 30 days after the end of the aforesaid one (1) year period unless prior to the giving date of such notice or within ten (10) days thereafter notice, unless Landlord shall have delivered delivers vacant possession of such Offer Expansion Space in the condition required by the Lease within 30 days after Tenant gives such cancellation notice (or, if Landlord obtains possession of such Expansion Space within the 30-day period after Tenant gives such cancellation notice, within 30 days after Landlord obtains possession of such Expansion Space), in which case Tenant’s cancellation notice shall be void and the Lease in respect of such Expansion Space shall continue in full force and effect. If Tenant shall terminate the Lease in respect of any Expansion Space as provided above and Landlord subsequently obtains possession of the applicable Expansion Space, Landlord shall promptly offer in writing the applicable Expansion Space to TenantTenant and Tenant shall have 30 days (or 15 days, if Landlord obtains possession of such Expansion Space within 90 days after Tenant gives such cancellation notice) within which to exercise the Expansion Option in respect of such Expansion Space upon the same terms applicable to its initial exercise of the Expansion Option applicable to such Expansion Space.

Possession. Possession of the Property, subject to the Resident Agreements, Assigned Contracts, and Permitted Exceptions, shall be delivered to Purchaser at the Closing upon release from escrow of all items to be delivered by Purchaser pursuant to the terms of Section 5.3. Seller and Existing Operator shall make available to Purchaser at the Property (aor at such other location agreed upon by the parties) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth Closing Date originals or copies of the Resident Agreements, Assigned Contracts, lease files, warranties, guaranties, operating manuals, keys and access codes to the property, and Seller’s and Existing Operator’s books and records (other than proprietary information) that are in the Offer Notice as the date on which Landlord anticipates delivering possession of Seller or Existing Operator or are located at the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space Facilities (icollectively, “Seller’s Property-Related Files and Records”) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect exclusively relating to the Premises and Property. Purchaser agrees, for the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth applicable period required by law, but in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is no event less than one (1) year after the anticipated Offer Space Commencement Date set forth in Closing (the Offer Notice by reason “Records Hold Period”), to (a) provide and allow Seller and Existing Operator reasonable access, upon reasonable prior written notice and during standard business hours, to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof (which shall be at Seller’s and Existing Operator’s sole cost and expense), and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If at any time during the holding over or retention two (2) year period following the Records Hold Period, Purchaser desires to dispose of possession of any tenant or other occupant or for any other reasonSeller’s Property-Related Files and Records, then Tenant Purchaser shall first provide Seller not less than thirty (30) days’ prior written notice (the “Records Disposal Notice”). Seller shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be a period of thirty (30) days after the end receipt of the aforesaid one Records Disposal Notice, upon reasonable prior written notice and during standard business hours, to enter the Property (1or such other location where such records are then stored) year period unless prior and remove or copy those of Seller’s Property-Related Files and Records that Seller desires to the giving of such notice or within ten retain (10) days thereafter Landlord which shall have delivered vacant possession of such Offer Space to Tenantbe at Seller’s sole cost and expense).

Possession. (a) If Prior to the occurrence of a Trigger Event, Tenant exercises its shall not be permitted to occupy or possess the Premises. Upon the occurrence of a Trigger Event, Tenant shall have the exclusive right to lease occupy and possess the Offer Space Premises, subject to the terms and Landlord is unable conditions contained herein, without further notice to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering Landlord; provided, however that such right shall be deemed effectively exercised only if Tenant takes actual physical possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space Premises within ninety (90) days after such Trigger Event, and only if Tenant is not in material default of the anticipated availability Transportation Contract at the time of such exercise. The date as stated by Landlord that Tenant takes possession of the Premises pursuant to this Paragraph 3.2 is the "ELECTION DATE." Tenant shall not, without the prior written consent of Landlord, be permitted to install fixtures and equipment in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and Premises; provided that Tenant shall at all times be permitted (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space but shall not be affected thereby required, except that to the term extent required by law or by other express provisions of this Lease) to repair or replace any existing fixtures or equipment located in the Premises as of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant time of Tenant's possession of the Offer Space Premises without Landlord's consent; and further provided that Tenant shall be permitted (but shall not be required, except to Tenant. The terms the extent required by law or by other express provisions of this Lease) to install fixtures and equipment in the Premises that may be reasonably required for the purposes of the parties set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision Transportation Contract. Any work done by Tenant shall be done in such a manner as will not interfere with the Landlord's remaining property or business operations adjacent to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5Premises, if and Landlord shall have failed no liability or responsibility for loss of, or any damage to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant fixtures, equipment or other occupant property or for any other reason, then work of Tenant shall have so installed or placed on the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantPremises.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord’s control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which possession of the Premises is one (1) year after delivered to the anticipated Offer Space Commencement Date set forth Tenant. The rentals herein reserved shall commence on the first day of the Term, provided, however, in the Offer Notice event of any occupancy by reason Tenant prior to the beginning of the holding over or retention Term, such occupancy shall in all respects be the same as that of possession a tenant under this Lease Agreement, and the rental shall commence as of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant’s failure to agree to the Plans or any delay caused by a party employed by or the agent of Tenant, or by Tenant’s failure to pay for the costs of the Tenant Improvements requested by Tenant subsequent to approval of the Plans, then in such case the rental shall be accelerated by the number of days of such delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlord shall have no responsibility or liability for loss or damage to fixtures, facilities or equipment installed or left on the Premises. By occupying the Premises as a Tenant, or to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease Agreement, except items which are not in compliance with Exhibit A‑3 and for which Tenant has given Landlord a written “punch list” within thirty (30) days after the end of Tenant’s first occupancy of the aforesaid one Premises. Should the commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other than the first day of a calendar month, then in that event solely for the purposes of computing the Term of this Lease Agreement, the commencement date of the Term shall become and be the first day of the first full calendar month following the date when Tenant’s rental obligation commences, or the first day of the first full calendar month following the commencement date set out in Article 1 (if such is other than the first date of a calendar month), whichever date is later, and the termination date shall be adjusted accordingly; provided however, that the termination date shall be the last day of a calendar month, which date shall in no event be earlier than the termination date set out in Article 1) year period unless prior to . Immediately after Tenant’s occupancy of the giving Premises the Landlord and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the square footage of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession the Premises, and delivery of such Offer Space to Tenantthe Premises in the condition required by this Lease Agreement.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason Premises with any tenant improvements thereto substantially completed on or before the Commencement Date of the holding over or retention Term, but delivery of possession prior to such Commencement Date shall not affect the Expiration Date of any tenant or occupant this Lease Agreement. Time is of the Offer Space (i) essence. Failure of Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of the Premises by the Commencement Date of the Term due to any cause beyond the reasonable control of Landlord, including, without limitation, a holding over by a prior tenant, labor or material shortages, strikes, casualty loss, acts of God or failure by the City to timely approve any plans or issue a building permit (any of the foregoing being hereafter referred to as an “Excused Delay”), shall automatically postpone the Commencement Date of the Term and shall extend the Expiration Date of this Lease Agreement accordingly. The rentals herein reserved shall commence on the first day of the Term, provided, however, in the event of any occupancy by Tenant prior to the beginning of the Term, such Offer Space on or before occupancy shall in all respects be the same as that of a tenant under this Lease Agreement, and the rentals shall commence as of the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason that Tenant enters into such occupancy of the holding over Premises. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant’s failure to timely deliver any plans to Landlord or retention make any required deposit, changes in or additions to plans or tenant improvements made at the request of possession Tenant or any other delay caused by Tenant or any of its contractors, agents or employees, or by Tenant’s failure to pay for the costs of the tenant improvements in excess of any tenant improvement allowance and any deposit (any of the foregoing being hereafter referred to as a “Tenant Delay”), then in such case the commencement of Tenant’s obligation to pay rentals shall be accelerated by the number of days of such Tenant Delay. Prior to the commencement of the Term, Landlord shall have no responsibility or other occupant liability for loss or damage to trade fixtures or equipment installed or left on the Premises. By occupying the Premises as a tenant, or to install trade fixtures or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease Agreement, except for any other reason, then items for which Tenant shall have the right to withdraw its Acceptance Notice by has given Landlord a written notice thereof given on or before the date that shall be list within thirty (30) days after the end of Tenant’s first occupancy of the aforesaid one Premises. Should the commencement date of the Term of this Lease Agreement occur for any reason on a day other than the first day of the calendar month, then in that event solely for the purposes of determining the Expiration Date of the Term of this Lease Agreement, the Term shall be deemed to have commenced on the first (11st) year period unless prior to day of the giving calendar month immediately following. Following Tenant’s occupancy of such notice or the Premises and within ten (10) days thereafter of Landlord’s request, Landlord and Tenant shall have delivered vacant possession execute a ratification agreement which shall set forth the final commencement and expiration dates of the Term, shall acknowledge the Base Rent, the square footage of the Premises (office space and warehouse, shared mechanical space), delivery of the Premises in the condition required by this Lease Agreement and shall include such Offer Space to Tenantother matters as Landlord may reasonably request (hereafter the “Ratification Agreement”).

Possession. (a) Taking possession by Lessee shall be conclusive evidence as against Lessee that the premises were in good order and satisfactory condition when Lessee took possession. No representation respecting the condition of the premises or the Building has been made by Lessor to Lessee unless contained herein; and no promise of Lessor to prepare, alter, or improve the premises for Lessee's use and occupancy shall be binding upon Lessor unless contained herein or in Lessor's Work Letter, which Work Letter, if any, has been signed by Lessor and Lessee and is attached hereto and made a part hereof. If Tenant exercises its right Lessor is required to lease perform any space preparation work in the Offer Space premises pursuant to a Work Letter, Lessee's obligation to pay the rent reserved hereunder shall commence upon the date that Lessor has substantially completed the work specified therein and Landlord has so notified Lessee, in writing, or if Lessor's space preparation work has been delayed due to an act or omission of Lessee, then at such earlier dare as the work would have been completed but for such act or omission. If such date shall be other than the first day of a calendar month, the rent for such month shall be prorated on a per-diem basis. If, with Lessor's consent, Lessee is allowed to occupy or enter the premises prior to the date of the commencement of the term of this Lease, then all provisions hereof shall be in full force and effect as soon as Lessee occupies the premises, and Lessee shall immediately commence paying rent on a per-diem basis to the date of commencement of the term. If Lessor shall be unable to deliver possession of the premises on the date of the commencement of the term hereby created because of the holding over of any tenant, or tenants, or for any other cause beyond Lessor's reasonable control, then the payment of rent shall not commence until the date possession of the premises is delivered to Lessee. Lessee agrees to accept such allowance and abatement of rent as liquidated damages, in full satisfaction for the failure of Lessor to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space commencement of the term, and to Tenant the exclusion of all claims and rights which Lessee might otherwise have by reason of the holding over or retention delivery of possession not being made on that date. Failure to deliver possession on the date of any tenant or occupant commencement of the Offer Space (i) Landlord term shall not, in any event, extend or be deemed to extend, the term of this Lease. Unfinished extra work, if any, undertaken by Lessor for Lessee shall not be considered in determining the date of delivery of possession to Lessee. This Lease does not grant any possessory or other rights to light or air over property except over public streets kept open by public authority, and Lessor shall not be liable to Tenant Lessee for any failure by a then existing tenant expense, injury, loss, or occupant to vacate any of the Offer Spacedamages resulting from work done in or upon, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over use of, any adjacent or retention of possession of any tenant nearby building, land, street, or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantalley.

Possession. The obligations of Landlord and Tenant with respect to the initial leasehold improvements to the Demised Premises are set forth in EXHIBIT "D" attached hereto and by this reference made a part hereof. Taking of possession of the Demised Premises by Tenant shall be conclusive evidence that: (a) If Landlord's construction obligations with respect to the Demised Premises have been completed in accordance with the Plans and Specifications and that the Demised Premises, to the extent of Landlord's construction obligations with respect thereto, are in good and satisfactory condition; and (b) the Project is in good and satisfactory condition and is accepted by Tenant exercises its right to lease as suitable for the Offer Space and Landlord is unable to deliver purposes for which the Demised Premises are leased. The taking of possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession by Tenant of any portion of the Offer Space to Tenant by reason Demised Premises shall not be deemed as a waiver of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) any Punch List Item or warranty work that Landlord shall not be liable is required to Tenant for provide or perform, or (ii) any failure by a then existing tenant above-ceiling or occupant to vacate any other latent defect, as of the Offer Spacedate of Substantial Completion not readily visible during a walk-through inspection of the Demised Premises, and as to which Tenant shall have given Landlord written notice within eleven (11) months after the date of Substantial Completion, all of which items described in (i) and (ii) Landlord shall use commercially reasonable efforts be obligated to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect promptly repair to the Premises and extent the Offer Space condition requiring repair shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to caused by Tenant, its agents, contractors or employees. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5herein, if the Delivery Date shall not be deemed to have occurred unless and until Landlord shall have failed delivered the Demised Premises to deliver possession Tenant (a) with Landlord's work contemplated by EXHIBITS "D", "D-1" and "D-2" being substantially complete (subject only to minor punchlist items that will not impair Tenant's use and enjoyment of the Demised Premises and which are capable of being completed on a reasonably prompt basis after the Delivery Date (the "Punchlist Items"), (b) with all of such Offer Space on or before work being in compliance with all applicable laws, codes, regulations and ordinances, and (c) with all systems serving the date which is one (1) year after Demised Premises being operational and in good condition. Landlord covenants and agrees to use all reasonable efforts to complete the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be Punchlist Items within thirty (30) days after the end Delivery Date, and Landlord covenants and agrees to complete the Punchlist items (other than the installation of the aforesaid one long lead time items that cannot be delivered within such period) within sixty (1) year period unless prior to the giving of such notice or within ten (1060) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantafter the Delivery Date.

Possession. (a) If Tenant exercises its right Possession of the Leased Premises or Subleased Space, as applicable, shall be delivered to lease the Offer Space and Landlord is unable to deliver possession Applicable BURLINGTON Entity on the date for such Leased Premises set forth on Exhibit T hereto (each a “Possession Date”) free of all tenancies and occupants (other than as listed on Exhibit B-1 hereof) in broom clean condition, with all personal property and trade fixtures removed, and otherwise in substantially the same or better condition than it was on June 1, 2007, reasonable wear and tear excepted. In addition, as to any Lease where VCDS or SSC is obligated to perform any work to prepare the Leased Premises, for occupancy by Tenant, as set forth in Exhibit U hereof (“Landlord’s Work”), the Offer Notice as Landlord’s Work shall have been substantially completed by the date on which Landlord anticipates delivering respective Possession Date. On the applicable Possession Date, the Applicable BURLINGTON Entity shall take possession of the Offer Space to Tenant by reason of the holding over each respective Leased Premises or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Subleased Space, (ii) Landlord as applicable, and shall use commercially accept each Leased Premises or Subleased Space, as applicable, in such condition or better than it was on June 1, 2007, reasonable efforts to obtain wear and deliver to tear excepted. In the event the applicable VCDS Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed fails to deliver possession of such Offer Space any Leased Premises or Subleased Space, as applicable, to BURLINGTON on or before the date which is one (1) year after the anticipated Offer Space Commencement applicable Possession Date set forth in the Offer Notice condition provided in this Section 9.4, all personal property within the Leased Premises or Subleased Space, as applicable, except that owned by reason a sublessee then in possession of a portion of the holding over Leased Premises or retention of possession of any tenant or other occupant or for any other reasonSubleased Space, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that as applicable, shall be thirty (30) days after deemed abandoned, and the end Applicable BURLINGTON Entity may retain, sell or otherwise dispose of the aforesaid one (1) year period unless prior same at its sole discretion, and VCDS shall pay to BURLINGTON an amount equal to the giving of such notice out-of-pocket costs and expenses incurred by the Applicable BURLINGTON Entity in placing the Leased Premises or Subleased Space, as applicable, in the condition required by this Section 9.4 (the “Cure Amount”) within ten (10) days thereafter Landlord shall have delivered vacant possession of an invoice therefor to pay BURLINGTON for such Offer Space to Tenantcosts.

Possession. On or prior to January 1, 1999, Landlord shall deliver to Tenant possession of that portion of the Premises comprising approximately 10,000 square feet located on the eighth floor of the Building (the "Initial Premises"). On or prior to April 1, 1999, Landlord shall deliver to Tenant possession of the remainder of the Premises (the "Subsequently Delivered Premises"). Landlord shall use reasonable efforts to so deliver the Premises by such dates, subject to Section 23.11 of this Lease and subject to Tenant's compliance with the Approval Procedures (as hereafter defined in Exhibit C to this Lease). The Initial Premises and the Subsequently Delivered Premises shall together constitute the Premises. Tenant acknowledges that it shall have no right to use or occupy the Subsequently Delivered Premises prior to April 1, 1999 except as expressly set forth below. Tenant may move its personal property into the Subsequently Delivered Premises in areas designated by Landlord during each of the weekends of March 1999, as long as such activity does not interfere with Landlord's construction of the Tenant Improvements. Landlord shall offer reasonable cooperation to Tenant in connection with Tenant's move into the Premises, provided, however, that such cooperation shall be without cost to Landlord. Tenant's move into the Premises shall not unreasonably interfere with any other tenant's or occupant's use or enjoyment of its premises in the Building. If the Initial Premises are not ready for occupancy on or prior to the Lease Commencement Date, this Lease shall nevertheless continue in effect, but (a) If Tenant exercises its right Rent (as hereinafter defined) with respect to lease such portion of the Offer Space Initial Premises which is not ready for occupancy shall abat▇ (▇▇ a pro rata basis) until such portion of the Initial Premises is ready for occupancy, and (b) the Lease Expiration Date shall be extended for a period commensurate with such period of Rent abatement, if any, with respect to the Initial Premises, and Landlord shall have no other liability whatsoever on account thereof. If the Subsequently Delivered Premises are not ready for occupancy on or prior to April 1, 1999, this Lease shall nevertheless continue in effect, but (a) Rent with respect to such portion of the Subsequently Delivered Premises which is unable not ready for occupancy shall abat▇, (▇) the Lease Expiration Date shall be extended for a period commensurate with such period of Rent abatement, if any, with respect to deliver possession the Subsequently Delivered Premises, (c) Landlord shall reimburse Tenant for any increase in base rent payable by Tenant in its current premises at 500 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (▇▇ich reimbursement obligation shall not, however, exceed One Thousand Two Hundred Ninety-Eight and 63/100 Dollars ($1,298.63) per day), and Landlord shall have no other liability whatsoever on account thereof. Rent shall not be abated, nor shall Landlord be obligated to reimburse Tenant for any increase in base rent payable by Tenant in its current premises at 500 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ the date Initial Premises or the Subsequently Delivered Premises are not ready for occupancy because of the failure to complete the installation of special items ordered by Tenant or because of any delay resulting from Tenant's failure to submit plans on or prior to Tenant's Plan Approval Dates in accordance with Exhibit C or Tenant's failure otherwise to comply with the Approval Procedures, or resulting from changes or additions to Tenant's plans after the initial submission. The determination of Landlord's architect for the Tenant Improvements shall be set forth in writing and shall be final as to whether the Offer Notice Premises are ready for occupancy. Tenant's taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, except as to latent defects and damage caused by Tenant or Tenant's agents. On the date on which Landlord anticipates delivering Tenant takes possession of the Offer Space Initial Premises, the parties shall execute a Lease Commencement Agreement in the form attached hereto as Exhibit E confirming the Lease for the Initial Premises and Rent Commencement Date for the Initial Premises and setting forth any incomplete items (if any), but failure to Tenant by reason execute such document shall not in any manner affect the obligations of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementparties hereunder. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. The Seller shall, at the Closing (or as soon as practically thereafter and, in any event, within five Business Days in the United Kingdom), (a) If Tenant exercises its right to lease place the Offer Space Buyer in actual possession and Landlord is unable to deliver possession on operating control of all Purchased Assets that are tangible assets, including the date set forth original (if in the Offer Notice as the date on which Landlord anticipates delivering possession Seller’s possession) or complete copies of the Offer Space Assigned Contracts and the Business Records and (b) deliver to Tenant by reason the Buyer such instruments as are necessary or desirable to document and to transfer title to all intangible Purchased Assets from the Seller (or the applicable member of the holding over Seller Group) to the Buyer (or retention of its applicable designees). To the extent that the Seller does not grant possession of any tenant or occupant Purchased Assets (including certain Business Records) to the Buyer as of the Offer Space Closing, (i) Landlord any such Purchased Assets shall not be liable to Tenant held by the Seller for any failure by a then existing tenant or occupant to vacate any and on behalf of the Offer SpaceBuyer until such time as the Buyer or its designee is granted possession thereof, and (ii) Landlord the Seller shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on Purchased Asset to the Buyer (or before its applicable designees) pursuant to Schedule 3.3 and in any event, unless as otherwise agreed by the date which parties hereto, as soon as reasonably practicable following the Closing (or, the case of Product Know-How and Product Data, pursuant to Section 6.10 and Section 6.11 and the Know-How Transfer Plan). To the extent any Purchased Assets is one held in possession by a Person other than the Seller, the Seller shall, at the Closing, deliver to the Buyer such instruments (1or assignments of Assigned Contracts) year after as are necessary to grant the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have Buyer the right to withdraw access such Purchased Asset and obtain possession thereof from such Person and to document and to transfer title to such Purchased Asset from the Seller to the Buyer. Title to the Purchased Assets shall pass by delivery at the Closing. With respect to the Purchased Assets to be delivered by the Seller to the Buyer pursuant to Schedule 3.3, the Seller shall promptly notify the Buyer in writing once the Seller is of the view that the Purchased Assets set out in each line item of Schedule 3.3 is fully delivered, in order to enable the Buyer to check, coordinate with the Seller on any missing items, and independently ascertain if such Purchased Assets have been duly delivered. The Seller shall instruct Icon Clinical Research Limited (“ICON”) to (A) perform its Acceptance Notice services under Work Orders 11 and 18 to the Master Services Agreement dated as of February 25, 2016 between Seller and ICON in accordance with Buyer or its Affiliate’s direction; and (B) cooperate with the Buyer in transferring the global safety database for the Product (including all pharmacovigilance data) to the Buyer by written notice thereof given on or before the date that shall be thirty (30) no later than 75 days after the end Closing, in each case in accordance with the terms of the aforesaid one Transition Services Agreement. In connection with clause (1B) year period unless above, the Parties agree that in the event that ICON imposes any fees or charges for the transfer of the global safety database for the Product (including all pharmacovigilance data), each of the Seller and the Buyer shall bear such fees or charges in equal portions, with the party receiving any invoice on such fees or charges having a right to reimbursement from the non-invoiced party for its portion of any such fees or charges, provided that no such fees or charges shall be incurred without the prior written consent of the Buyer. Provided that the Seller is compliant with its obligations under the Transition Services Agreement relating to drug safety, the Buyer assumes the risk relating to the giving transfer of such notice the global safety database from ICON to any member of the Mundipharma Network or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantany Third Party vendor.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord's control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which possession of the Premises is one (1) year after delivered to the anticipated Offer Space Commencement Date set forth Tenant. The rentals herein reserved shall commence on the first day of the Term, provided, however, in the Offer Notice event of any occupancy by reason Tenant prior to the beginning of the holding over or retention Term, such occupancy shall in all respects be the same as that of possession a tenant under this Lease Agreement, and the rental shall commence as of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be thirty (30) days after the end delayed in delivery of the aforesaid one (1) year period unless prior Premises to Tenant due to Tenant's failure to agree to the giving Plans or any delay caused by a party employed by or the agent of such notice Tenant, or within ten (10) days thereafter by Tenant's failure to pay for the costs of the Tenant Improvements requested by Tenant subsequent to approval of the Plans, then 1. Immediately after Tenant's occupancy of the Premises the Landlord and Tenant shall have delivered vacant possession execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the square footage of such Offer Space to Tenantthe Premises, and delivery of the Premises in the condition required by this Lease Agreement.

Possession. 2.01 It is contemplated that Landlord will perform Landlord Work prior to and following the Commencement Date during which time Tenant shall be in possession of the Premises and paying Rent (a) defined below). Tenant acknowledges that some interruptions and/or interference with Tenant’s business may occur during the course of the Landlord Work, but agrees that no interruptions or inconveniences to Tenant or its business suffered as a result of the Landlord Work shall excuse Tenant from paying full Rent or constitute an eviction of Tenant from the Premises, whether constructive or otherwise. Landlord’s failure to substantially complete the Landlord Work by any particular date shall not be a default by Landlord or otherwise render Landlord liable for damages. If Tenant exercises its right to lease the Offer Space and Landlord is unable delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to deliver possession approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be substantially complete on the date set forth that Landlord could reasonably have been expected to substantially complete the Landlord Work absent any Tenant Delay. 2.02 Subject to Landlord performing any required Landlord Work, the Premises and Existing Fixtures (defined below) are accepted by Tenant in the Offer Notice “as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant is” condition and configuration without any representations or warranties by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord. Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within Premises or any other space due to the holdover or unlawful possession of such space by any party. In such event, the commencement date for such space shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. 2.03 Notwithstanding the foregoing, Landlord warrants that all Building Systems (as defined herein) serving the Premises shall be in good operating condition and repair for the first ninety (90) days after of the anticipated availability date Term following the Commencement Date (the “Landlord Warranty Period”). Such warranty shall not, however, cover any damage to the Building Systems caused by Tenant, its agents, employees, contractors or invitees, which shall be repaired at Tenant’s sole expense. Subject to the foregoing limitation, as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Tenant’s sole remedy for Landlord’s good faith judgmentbreach of this warranty, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect Landlord shall make any repairs and/or replacements to the Premises Building Systems that may be required during the Landlord Warranty Period at Landlord’s expense, and the Offer Space cost of any such repairs and/or replacements shall not be affected thereby except that included in Tenant’s Share of Operating Expenses (as such terms are hereinafter defined). For purposes of this Lease, “Building Systems” shall mean the term fire/life safety systems, Building HVAC (as hereinafter defined), plumbing, electrical (including panels and outlets) and mechanical systems (and shall exclude any such systems installed by or on behalf of Tenant). Landlord has not received any written notice regarding any violation of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession provisions of Title III of the Offer Space to Tenant. The terms set forth in Americans with Disabilities Act of 1990, as amended and any regulations promulgated pursuant thereto (collectively, the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementADA”). (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord's control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which possession of the Premises is one (1) year after delivered to the anticipated Offer Space Commencement Date set forth Tenant. The rentals herein reserved shall commence on the first day of the Term, provided, however, in the Offer Notice event of any occupancy by reason Tenant prior to the beginning of the holding over or retention Term, such occupancy shall in all respects be the same as that of possession a tenant under this Lease Agreement, and the rental shall commence as of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be thirty (30) days after the end delayed in delivery of the aforesaid one (1) year period unless prior Premises to Tenant due to Tenant's failure to agree to the giving Plans or any delay caused by a party employed by or the agent of Tenant, or by Tenant's failure to pay for the costs of the Tenant Improvements in excess of the T. I. Allowance, then in such case the rental shall be accelerated by the number of days of such notice or within ten (10) days thereafter delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlord shall have delivered vacant possession no responsibility or liability for loss of such Offer Space damage to fixtures, facilities or equipment installed or left on the Premises. By occupying the Premises as a Tenant, or to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease Agreement, except items which are not in compliance with Exhibit A-3 and for 1. Immediately after Tenant's occupancy of the Premises the Landlord and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the square footage of the Premises, and delivery of the Premises in the condition required by this Lease Agreement.

Possession. Tenant has inspected the Expansion Space and agrees to accept the same "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements except as expressly provided in any separate agreement that may be signed by the parties in connection herewith. Any construction, alterations or improvements made to the Expansion Space by Tenant shall be subject to Landlord's prior written approval including without limitation, approval of the plans, specifications, contractors and subcontractors therefor, and all applicable terms and conditions of the Lease relating to construction, alterations or improvements of the Premises, and such other reasonable requirements or conditions as Landlord may impose. During any period that Tenant shall be permitted to enter the Expansion Space prior to the Commencement Date other than to occupy the same (a) e.g., to perform alterations or improvements), Tenant shall comply with all terms and provisions of the Lease, except those provisions requiring payment of Expansion Space Rent. If Tenant exercises its right shall be permitted to lease enter the Offer Expansion Space prior to the Commencement Date for the purpose of occupying the same, Expansion Space Rent shall commence on such date; if Tenant shall commence occupying only a portion of the Expansion Space prior to the Commencement Date, such rent and Landlord is unable to deliver possession charges shall be prorated based on the date set forth in number of rentable square fee occupied by Tenant. The Commencement Date shall be delayed and Expansion Space Rent shall be abated to the Offer Notice as the date on which extent that Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space fails: (i) to substantially complete any improvements to the Expansion Space required to be performed by Landlord shall not be liable to Tenant for under any failure separate agreement signed by a then existing tenant both parties in connection herewith, or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer the Expansion Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then including but not limited to holding over by prior occupants, except to the extent that Tenant, its contractors, agents or employees in any way contribute to either such failures. If Landlord so fails for a ninety (90) day initial grace period, or such additional time as may be necessary due to strikes, acts of God, shortages of labor or materials, governmental requirements, acts or omissions of Tenant, its contractors, agents or employees, or other causes beyond Landlord's reasonable control, Tenant shall have the right to withdraw its Acceptance Notice terminate this Tenant Expansion Agreement by written notice thereof given on or before to Landlord any time hereafter up until Landlord substantially completes any such improvements and delivers the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Expansion Space to Tenant. Any such delay in the Commencement Date shall not subject Landlord to any liability for any loss or damage resulting therefrom, and Tenant's sole remedy with respect thereto shall be the abatement of Expansion Space Rent and right to terminate this Agreement described above. Upon any such termination, Landlord and Tenant shall be entirely relieved of their obligations hereunder, and any Additional Security Deposit and Expansion Space Rent payments shall be returned to Tenant. If the Commencement Date is delayed, the Expiration Date under the Lease shall not be similarly extended, unless the parties expressly agree in writing.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering Tenant’s taking of possession of the Offer Space New Premises shall constitute Tenant’s acknowledgment that the New Premises are in good condition and that all work and materials are satisfactory, except as to Tenant by reason any defect or incomplete work relating to Landlord’s Work that is readily identifiable from a walkthrough of the holding over or retention of New Premises and is described in a written notice given by Tenant to Landlord not later than the day Tenant takes possession of any tenant or occupant of the Offer Space (i) Landlord New Premises. The foregoing acceptance, however, shall not be liable to Tenant for any failure by a then existing tenant deemed or occupant to vacate construed as limiting any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover representations or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect the Lease. Landlord will correct and complete those defects and incomplete items described in such notice, which Landlord confirms are in fact defects or incomplete items. Tenant shall accompany Landlord to prepare the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space punch list on or before the date which is one (Tenant takes possession of the Premises. Initials of: Landlord: DD Tenant: CMH 1600 5,888 1/31/2020 1) year after the anticipated Offer Space Commencement Date set forth in the Offer , 5-yr renewal option. Notice by reason 1/31/2019 1600 5,888 8/9/2024 ROFO; Expires 8/10/2021 1630 5,764 8/9/2024 ROFO; Expires 8/10/2021 The following rules and regulations have been formulated for the safety and well-being of all tenants of the holding over Building. Strict adherence to these rules and regulations is necessary to guarantee that every tenant will enjoy a safe and undisturbed occupancy of its premises. Any violation of these rules and regulations by Tenant shall constitute a default by Tenant under the Lease. 1 Tenant shall not obstruct or retention of possession of encumber or use for any tenant purpose other than ingress and egress to and from the Premises any sidewalk, entrance, passage, court, elevator, vestibule, stairway, corridor, hall or other occupant part of the Building not exclusively occupied by Tenant. No bottles, parcels or for other articles shall be placed, kept or displayed on window ledges, in windows or in corridors, stairways or other public parts of the Building. Tenant shall not place any showcase, mat or other reasonarticle outside the Premises. Nothing may be placed on or about balcony areas, then if any, of the Building without Landlord’s prior written approval. Tenant shall keep all portions of the Premises which are visible from the Building’s central atrium (if any) in a tasteful, neat and orderly condition characteristic of first class professional offices, so as not to be offensive to other tenants of the Building. No desks, bookcases, file cabinets and other furniture shall be placed against the glass surrounding the Building’s central atrium (if any). 2 Landlord shall have the right to withdraw control and operate the public portions of the Building and the facilities furnished for common use of the tenants, in such manner as Landlord deems best for the benefit of the tenants generally. Tenant shall not permit the visit to the Premises of persons in such numbers or under such conditions as to interfere with the use and enjoyment of the entrances, corridors, elevators and other public portions or facilities of the Building by other tenants. Tenant shall coordinate in advance with Landlord’s property management department all deliveries to the Building so that arrangements can be made to minimize such interference. Tenant shall not permit its Acceptance Notice by written notice thereof given on employees and invitees to congregate in the elevator lobbies or before corridors of the date that Building. Canvassing, soliciting and peddling in the Building are prohibited, and Tenant shall cooperate to prevent the same. Public corridor doors, when not in use, shall be thirty (30) days after kept closed. Nothing, including mats and trash, shall be placed, swept or thrown into the end corridors, halls, elevator shafts, stairways or other public or Common Areas. 3 Tenant shall not attach, hang or use in connection with any window or door of the aforesaid one Premises any drape, blind, shade or screen, without Landlord’s prior written consent. All awnings, drapes projections, curtains, blinds, shades, screens and other fixtures shall be of a quality, type, design and color, and shall be attached in a manner, approved in writing by Landlord. Any Tenant supplied window treatments shall be installed behind Landlord’s standard window treatments so that Landlord’s standard window treatments will be what is visible to persons outside the Building. Drapes (1whether installed by Landlord or Tenant) year period unless which are visible from the exterior of the Building shall be cleaned by Tenant at least once a year, without notice from Landlord, at Tenant’s own expense. 4 Tenant shall not use the water fountains, water and wash closets, and plumbing and other fixtures for any purpose other than those for which they were constructed, and Tenant shall not place any debris, rubbish, rag or other substance therein (including coffee grounds). All damages from misuse of fixtures shall be borne by the tenant causing same. 5 Tenant shall not construct, maintain, use or operate within the Premises any electrical device, wiring or apparatus in connection with a loudspeaker system (other than an ordinary telephone and paging system) or other sound system, in connection with any excessively bright, changing, flashing, flickering or moving light or lighting device, or in connection with any similar device or system, without Landlord’s prior to the giving written consent. Tenant shall not construct, maintain, use or operate any such device or system outside of such notice its Premises or within ten (10) days thereafter such Premises so that the same can be heard or seen from outside the Premises. No flashing, neon or search lights shall be used which can be seen outside the Premises. Only warm white lamps may be used in any fixture that may be visible from outside the Building or Premises. Tenant shall not maintain, use or operate within the Premises any space heater. 6 Tenant shall not bring any bicycle, vehicle, animal, bird or pet of any kind into the Building, except seeing eye or hearing ear dogs for handicapped persons visiting the Premises. Bicycle parking is available in the Parking Facility in a designated space for tenants on a first come, first serve basis subject to such rules and regulations as Landlord shall have delivered vacant possession from time to time impose. Except while loading and unloading vehicles, there shall be no parking of such Offer Space to Tenantvehicles or other obstructions placed in the loading dock area.

Possession. (a) If Except as otherwise expressly provided in this Section 44.05, in no event shall Landlord be obligated to incur any fee, cost, expense or obligation, nor to prosecute any legal action or proceeding, in connection with the delivery of any ROFO Space to Tenant exercises its right nor shall Tenant’s obligations under this Sublease with respect to lease the Offer Premises or such ROFO Space be affected thereby. Landlord shall not be subject to any liability and this Sublease shall not be impaired if Landlord is shall be unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer any ROFO Space to Tenant by reason of the on any particular date. Landlord agrees that it shall not waive any rights it may have against any person or entity holding over or retention of possession of in the ROFO Space, without any obligation to enforce any such rights. In the event that any then existing tenant or occupant fails to vacate any of the Offer ROFO Space that is the subject of an Acceptance Notice on or before the Anticipated ROFO Space Commencement Date and such failure shall continue for more than thirty (i30) days thereafter, then Landlord shall not be liable agrees to Tenant for any failure by a then use commercially reasonable efforts to cause such existing tenant or occupant to vacate any the ROFO Space in question including the institution and prosecution of appropriate eviction proceedings. In the Offer Space, (ii) event that Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed fails to deliver possession of such Offer any ROFO Space on or before that is the date which is one subject of an Acceptance Notice within six (16) year after months following the anticipated Offer Anticipated ROFO Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonDate, then Tenant shall have the right to withdraw terminate its Acceptance Notice with respect to such ROFO Space by written notice thereof given on or before the date that shall be giving Landlord thirty (30) days after the end of the aforesaid one (1) year period unless written notice thereof, which termination notice must be given prior to the giving of such notice or within ten (10) days thereafter date upon which Landlord shall have delivered vacant delivers possession of such Offer ROFO Space to Tenant; provided, however, if Landlord shall deliver possession of such ROFO Space to Tenant on or before the expiration of such thirty (30) day period, then Tenant’s termination of its Acceptance Notice shall be null and void and of no force or effect whatsoever.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to for any reason Sublandlord cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Sublease Premises to Tenant by reason of Subtenant on the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Commencement Date, Sublandlord shall not be liable subject to Tenant for any liability therefor, nor shall such failure by a then existing tenant affect the validity of this Sublease or occupant to vacate any the obligations of Subtenant hereunder or extend the Offer Spaceterm hereof, (ii) Landlord provided that no rent shall use commercially reasonable efforts to obtain and deliver to Tenant vacant be due hereunder until possession of the Offer Space within ninety (90) days after Sublease Premises has been delivered to Subtenant. If the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space Commencement Date shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5have occurred by June 1, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason2000, then Tenant Subtenant shall have the right to withdraw its Acceptance Notice by terminate this Sublease upon written notice thereof given to Sublandlord. Notwithstanding the foregoing, Subtenant may access the Sublease Premises commencing on March 20, 2000 until April 13, 2000 ("Early Access Period"), during the hours of 8 a.m. to 5 p.m. on weekdays only (or before at any time following Sublandlord vacating the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless Sublease Premises prior to the giving Commencement Date) for purposes of installing furniture, fixtures and equipment and other improvements (as set forth 9 below) only, provided that Subtenant shall comply with all other provisions of this Sublease other than the payment of Rent, including, without limitation, the insurance requirements contained herein. During the Early Access Period, Subtenant may install partitioning, modify the electrical circuits, and install data and telephone cabling, provided such notice installations and modifications do not interfere with or within ten disrupt Sublandlord's operations in the Sublease Premises. In addition, Subtenant may perform minor construction (10such as installation of doors) days thereafter Landlord shall have delivered vacant possession in the Sublease Premises during the Early Access Period, provided such construction does not interfere with or disrupt Sublandlord's operations in the Sublease Premises, and provided that Subtenant obtains Sublandlord's and Master Landlord's prior written consent pursuant to the terms of such Offer Space to Tenantthis Sublease and the Master Lease.

Possession. The Lessee shall not sublease without the prior written consent of Lessor, or otherwise in any manner deliver, relinquish or transfer possession of any Item of Equipment; PROVIDED, however, that, so long as no Default or Event of Default shall have occurred and be continuing and so long as the Lessee shall comply with the provisions of Article 12 hereof, the Lessee may deliver possession of an Item of Equipment for service, repair, maintenance or overhaul work, or for alterations or modifications in or additions to an Item of Equipment to the extent required or permitted by the terms hereof, and Lessee may also: (aA) If Tenant exercises install an Engine on an airframe owned by or leased to the Lessee or purchased by the Lessee subject to a conditional sale or other security agreement, PROVIDED that such airframe is free and clear of all Liens except the rights of the parties to the lease or conditional sale or other security agreement covering such airframe; and PROVIDED FURTHER, that the Lessor shall have received prior to such installation (1) a certificate signed by an authorized officer of the Lessee to the effect that the lease or conditional sale or other security agreement covering such airframe by its terms provides that neither such lessor nor secured party nor its successor or assigns will acquire or may claim any right, title or interest in any Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to this Lease. (B) upon prior written notice to the Lessor, subject any Engine to normal interchange or pooling agreements or arrangements, in each case customary in the airline industry and entered into by the Lessee in the ordinary course of its business with any Certified Air Carrier PROVIDED that (1) no such agreement or arrangement contemplates or requires the transfer of title to any Engine, and (2) if the Lessor's title to any such Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Lessee, concurrently with such divestiture, shall comply with Article 11 in respect thereof; PROVIDED, that the rights of any transferee who receives possession by reason of a transfer permitted by this Section 6.01 (other than the transfer of an Engine which is deemed an Event of Loss) shall be subject and subordinate to all the terms of this Lease, including, without limitation, the restrictions on the use of an Aircraft contained in Section 6.03 and the Lessor's right to lease the Offer Space terminate this Lease upon an Event of Default and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering obtain possession of the Offer Space Engine without regard to Tenant by reason any such agreement, lease or sublease, and the Lessee shall remain primarily liable hereunder for the performance of all of the holding over terms of this Lease to the same extent as if such transfer had not occurred. No interchange agreement or retention other relinquishment of possession of any tenant Engine shall in any way discharge or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate diminish any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s Lessee's obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLessor hereunder. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to Landlord, for any reason whatsoever, cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space said Premises to the Tenant by reason at the commencement of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Term hereof, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any damage resulting therefrom, nor shall the expiration date of the Offer Spaceabove Term be in any way be extended, (ii) but in that event, all rent shall be abated during the period between the commencement of said Term, and the time when Landlord deliver possession. Any occupancy prior to the commencement date hereof, shall use commercially reasonable efforts be subject to obtain and deliver to Tenant vacant possession all of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Lease. If Landlord shall have failed to cannot deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be within thirty (30) days after the end of the aforesaid commencement date of this Lease, either landlord or Tenant may cancel this Agreement. (A) RENT Tenant agrees to pay to Landlord as rent for the Premises being the monthly sum as stated in the Base Provisions, Page I Section I "D", Additional Rent, (Section "E") and monthly variable rent, Section "F" (and Paragraph 5B below) on or before the FIRST of each month, except that the first month's rent shall be paid upon the execution hereof rent for any period during the term hereof which is for less than one (1) year period unless prior month shall be a prorated portion of the monthly rent herein, based upon a thirty (30) day month. Tenant agrees to pay rent for the giving entire term of the Lease. Said rent shall be paid to Landlord without deduction or offset. Said payments shall be made payable to: eOfficeSuites, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or to such notice other person or within ten at such other place as Landlord may from time to time, designate in writing. (10B) days thereafter Rent shall include, Base Rent, additional Rent and Monthly Variable which includes but is not limited to, telephone charges, photocopying, facsimile, overnight mail service, etc. provided by Landlord to Tenant or any charges arising out of Tenant's use of the Premises as provided for herein shall have delivered vacant possession all be deemed Rent. Failure to pay Rent, when due shall constitute an event of such Offer Space to Tenantmaterial default under This Lease.

Possession. (a) If Tenant exercises its right 10.1. Subject to lease the Offer Space and Landlord is unable to deliver possession on the date set forth Purchaser not being in the Offer Notice as the date on which Landlord anticipates delivering possession breach of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Spaceterms hereof and the Purchaser having paid all the dues and amounts hereunder including the Total Consideration, (ii) Landlord the Promoters shall use commercially reasonable efforts endeavor to obtain and deliver to Tenant vacant possession of provide the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect Multiplated Dwelling House to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space Purchaser on or before the date which is one estimated DOP set out at Annexure 6 (1Multiplated Dwelling House and Project Details) year after with an additional grace period of 18 (eighteen) months and any further extension as may be applicable pursuant to Clause 10.4 (cumulatively referred to as the anticipated Offer Space Commencement Date Extended DOP i.e. estimated DOP as set forth in the Offer Notice by reason out at Annexure 6 (Multiplated Dwelling House and Project Details) + additional grace period of 18 (eighteen) months + further extension as may be applicable pursuant to Clause 10.4). 10.2. The Purchaser shall make full payment of all amounts payable under this Agreement within 15 (fifteen) days of the holding over or retention of Promoters intimating him, in writing, that the Multiplated Dwelling House is ready for possession (Possession Demand Letter) and shall thereafter, take possession of any tenant or other occupant or for any other reasonthe Multiplated Dwelling House. In the event the Purchaser fails and, then Tenant shall have or, neglects to take possession of the right to withdraw its Acceptance Notice by written notice thereof given on or before Multiplated Dwelling House within 2 (two) months from the date that of the Possession Demand Letter, the Purchaser shall be thirty (30) days after liable to pay demurrage charges to the end Promoters at the rate of INR 10/- per square foot of Carpet Area per month or part thereof from the expiry of the aforesaid one aforementioned 2 (1two) year month period unless till such time the Purchaser takes the possession of the Multiplated Dwelling House. The amounts payable by the Purchaser pursuant to this Clause 11.2 shall be in addition to the CAM Charges. Notwithstanding the aforesaid, it shall be deemed that the Purchaser has taken possession of the Multiplated Dwelling House on the expiry of the 2 months from the date of the Possession Demand Letter and the Purchaser shall alone be responsible / liable in respect any loss or damage that may be caused to the Multiplated Dwelling House after this date. 10.3. The Promoters shall obtain occupation certificate for the Multiplated Dwelling House (OC) (which shall also be deemed to be the Completion Certificate, if required, under Applicable Law) at any time prior to the giving Extended DOP. The OC may be for part or whole of such notice the Building. Further, the Promoters shall endeavor to make available the key Common Areas and Amenities in respect of the Building within a period of 1 (one) year from the Extended DOP. 10.4. Notwithstanding any other provision of this Agreement, the Promoters shall, without being liable to the Purchaser in any way including in respect of payment of Interest, be entitled to reasonable extension of time for making available the Multiplated Dwelling House for possession or within ten completion of said Building if the same is delayed for reasons beyond the control of the Promoters including on account of any of the following: a. Any event of Force Majeure; b. Riots / other civil disturbances; c. Any notice, order, rule or notification of the Central or relevant State Government and / or any other public or competent Authority or of the court which affects the Building in which the Multiplated Dwelling House is located. For the purposes of this Clause 10.4, a reasonable extension of time will, at the least, be equivalent to the aggregate of the period of the subsistence of an event or events stipulated in this Clause 10.4 and a 3 (10three) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantmonth recommencement period.

Possession. (a) If Subject to the Work Letter Agreement, Landlord shall deliver possession of the Premises to Tenant exercises its right on the Commencement Date. Delivery of possession prior to lease the Offer Space and Commencement Date shall not affect the Expiration Date of this Lease Agreement. Failure of Landlord is unable to deliver possession on of the Premises by the date set forth in hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord's control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the Offer Notice as date of commencement of the Term of this Lease Agreement and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which Landlord anticipates delivering possession of the Offer Space Premises is delivered to Tenant. Except as expressly provided herein, the rentals herein reserved shall commence on the first day of the Term, provided, however, in the event of any occupancy by Tenant prior to the beginning of the Term, such occupancy shall in all respects be the same as that of a tenant under this Lease Agreement, and the rental shall commence as of the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant's failure to agree to the Plans or any delay caused by reason a party employed by or the agent of Tenant, or by Tenant's failure to pay for the costs of Tenant Improvements in excess of the holding over Allowance (as defined in the Work Letter Agreement), then in such case the rental shall be accelerated by the number of days of such delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Landlord shall have no responsibility or retention of possession of any tenant liability for loss or occupant of damage to fixtures, facilities or equipment installed or left on the Offer Space Premises. By occupying the Premises as a Tenant, or to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease Agreement, except (i) items which are not in compliance with Exhibit B and for which Tenant has given --------- Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space written "punch list" within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end Tenant's first occupancy of the aforesaid Premises; and (ii) latent defects of which Tenant notifies Landlord within one hundred eighty (180) days after the date Tenant first occupies the Premises for the conduct of its business. Should the commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other than the first day of a calendar month, then in that event solely for the purposes of computing the Term of this Lease Agreement, the Commencement Date of the Term shall become and be the first day of the first full calendar month following the date when Tenant's rental obligation commences, or the first day of the first full calendar month following the Commencement Date set out in Article 1 (if such is other than the first date of a calendar month), whichever date is later, and the Expiration Date shall be adjusted accordingly; provided however, that the Expiration Date shall be the last day of a calendar month, which date shall in no event be earlier than the termination date set out in Article 1, it being the intent of the parties that Tenant shall lease the Premises for a term of sixty-six (66) year period unless prior full calendar months. Immediately after Tenant's occupancy of the Premises Landlord and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the square footage of the Premises, and delivery of the Premises in the condition required by this Lease Agreement, subject to subparagraphs (i) and (ii) of the preceding paragraph of this subparagraph (a). (b) Landlord and Tenant agree that Landlord's ability to deliver possession of the Premises to Tenant, on or before February 1, 2000, is a material inducement to Tenant to enter into this Lease. Tenant has requested that if Landlord fails to deliver the Premises on or before February 1, 2000, and has not delivered the Premises on or before August 1, 2000 (the "Outside Delivery Date"), that Tenant have the right to terminate this Lease Agreement, and Landlord has agreed to such right to terminate provided that: (i) Tenant is not then in default under this Lease; (ii) no delays occur or have occurred as a result of subparagraphs (a) - (j) of Paragraph 1 of the Work Letter Agreement; (iii) no Tenant Delays (as defined in the Work Letter Agreement) occur or have occurred; and (iv) no event of force majeure occurs or has occurred, it being understood and agreed that for the purposes of this Lease Agreement, force majeure shall include, without limitation, any cause beyond Landlord's control, including, without limitation, failure of the City of Plymouth to timely issue building permits, certificates of occupancy or the like, time required for construction delays due to any cause whatsoever, including, without limitation, material shortages, strikes or acts of nature, Any occurrence of any event described in (subparagraphs (i), (ii), (iii) or (iv) above shall automatically postpone the Outside Delivery Date on a day-for- day basis for the number of days attributable to such occurrence and shall extend the Expiration Date to a day which is the last day of the sixty-sixth full calendar month after the first day of the first full calendar month after Landlord delivers the Premises to Tenant. Landlord and Tenant further agree that if Landlord shall be delayed in delivery of the Premises to Tenant after February 1, 2000, due to any event (x) described in subparagraphs (i), (ii) or (iii) above, then the Commencement Date shall be deemed to be February 1, 2000, and Minimum Rental and Operating Costs shall commence to accrue as of such date; or (y) described in subparagraph (iv) above, then the Commencement Date shall be postponed on a day-for-day basis for the number of days attributable to such occurrence, and shall extend the Expiration Date to a day which is the last day of the sixty-sixth full calendar month after the first day of the first full calendar month after Landlord delivers the Premises to Tenant. Landlord and Tenant agree that if Landlord does not deliver the Premises on or before the Outside Delivery Date, either party may, by written notice given to the giving other party not later than August 8, 2000, terminate this Lease Agreement, and upon such termination, this Lease Agreement shall be null and void and of such notice no further force or within ten (10) days thereafter effect and the parties shall have no further obligations to each other except as set forth in Paragraph 35 hereof, it being understood and agreed that if the reason Landlord has not delivered the Premises by the Outside Delivery Date arises from any cause other than Landlord's fault, Landlord shall have delivered vacant possession no obligation to pay the Damage Amount (as hereinafter defined). If this Lease Agreement is not terminated as provided in the preceding sentence, this Lease Agreement shall continue in full force and effect and the Commencement Date shall be the first day of such Offer Space the first full calendar month after delivery of the Premises to Tenant, and the Expiration Date shall be the last day of the sixty-sixth full calendar month after the Commencement Date, and the payment of Minimum Rental and Operating Expenses shall commence on the date the Premises are delivered to Tenant. Notwithstanding the foregoing, should Landlord fail to deliver the Premises to Tenant on or before March 1, 2000, other than as a result of any of items (i), (ii), (iii) or (iv) above, Landlord and Tenant agree that Landlord shall pay to Tenant an amount (the "Damage Amount") equal to the sum of: (p) the amount, if any, in excess of the amount payable by Tenant as of January 1, 2000, for base rent and other charges payable for the lease of Tenant's premises located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Lake Street Premises"); plus (q) the cost, if any, of any move of Tenant's business from temporary premises to the Premises, but not the cost of any move from the Lake Street Premises to temporary premises, each as confirmed by evidence reasonably satisfactory to Landlord, which Damage Amount shall, in no event, exceed $13,440. Landlord and Tenant further agree that, should Landlord be unable to deliver the Premises by March 1, 2000, then Landlord shall have the right to either: (j) provide Tenant with temporary premises, as to which Tenant shall be obligated to pay rent, real estate taxes and operating expenses in amounts not to exceed the amounts therefor payable for the Lake Street Premises as of January 1, 2000; or (k) negotiate with the landlord of the Lake Street Premises with respect to the amount of so-called "holdover rent" otherwise payable by Tenant with respect thereto after February 29, 2000. To the extent Landlord provides Tenant with temporary premises as contemplated by subparagraph (j) above, or makes any "holdover rent" payment to the Lake Street Premises landlord, Landlord shall not be obligated to make any payment of the Damage Amount to Tenant and the abatement of Minimum Rental and Operating Expenses contemplated by Article 3 hereof shall apply to the first two full calendar months of Tenant's occupancy of the Premises, which abatement shall be subject to the terms and conditions set forth in said Article 3. Payment of the Damage Amount, to the extent payable hereunder, shall be Tenant's sole remedy for Landlord's failure to deliver the Premises on March 1, 2000.

Possession. (a) If Tenant exercises its right Sublessee represents to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space Sublessor that: (i) Landlord shall not be liable to Tenant for any failure by Sublessee ---------- is currently leasing approximately thirteen thousand four hundred sixty-three square feet (13,463 sf) located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ("Miranda Premises") at a then existing tenant or occupant to vacate any monthly base rental rate (triple net) of the Offer SpaceForty-Eight Thousand Four Hundred Sixty-Six and 80/100 ($48,466.80) ("Miranda Property Base Rent"), (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect for the Miranda Premises expires on April 30, 1999, (iii) if Sublessee does not vacate the Miranda Premises prior to May 1, 1999, Sublessee shall be legally obligated under the lease for the Miranda Premises to pay to the Offer Space landlord thereunder base rent in an amount equal to one hundred fifty percent (150%) of the Miranda Property Base Rent regardless of whether Sublessee vacates the Miranda Premises prior to June 1, 1999, and Sublessee shall not commence until Landlord shall be entitled to receive any credit, refund, rebate or other return of any portion of such amount if Sublessee vacates the Miranda Premises prior to June 1, 1999. Based on the foregoing representations and notwithstanding any provision of this Sublease, if for any reason Sublessor cannot deliver vacant possession of the Offer Space Sublease Premises to Tenant. The terms set forth in Sublessee on the preceding provisions Commencement Date, such failure shall not affect the validity of this Sublease or the obligations of Sublessee hereunder or extend the term hereof, but in such case Sublessee shall not be obligated to pay rent until possession of the Sublease Premises is delivered to Sublessee and Sublessee shall be entitled to the (a) if Sublessor delivers possession of the Sublease Premises after April 15, 1999 but on or prior to April 30, 1999, then for the period from May 1, 1999 through May 31, 1999, inclusive, Sublessee shall be entitled to a credit against any Rent (defined under Section 37.5 are intended 4.2 below) due to constitute “Sublessor under this Sublease in an express provision amount equal to the contrary” within the meaning lesser of Section 223One Thousand One Hundred Seventy-a Three Dollars ($1173) per day or fifty percent (50%) of the New York Real Property Law or any successor Requirement. amount actually paid by Sublessee to the landlord under the Miranda Premises lease as base rent for such period; (b) Notwithstanding anything if Sublessor delivers possession of the Sublease Premises after April 30, 1999, then for the period from the date on which Sublessee delivers possession of the Sublease Premises to Sublesee through May 31, 1999, inclusive, Sublessee shall be entitled to a credit against any Rent due to Sublessor under this Sublease in an amount equal to the contrary contained in this Section 37.5, lesser of One Thousand One Hundred Seventy-Three Dollars ($1173) per day or fifty percent (50%) of the amount actually paid by Sublessee to the landlord under the Miranda Premises lease as base rent for such period; and (c) if Landlord shall have failed to deliver Sublessor has not delivered possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right Sublease Premises to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be Sublessee within thirty (30) days after the end of the aforesaid one (1) year period unless prior Commencement Date, Sublessee may, at its election, by notice in writing to the giving of such notice or Sublessor within ten (10) days thereafter Landlord after such thirty (30) day period, cancel this Sublease, in which event Sublessor shall return all sums actually deposited by Sublessee with Sublessor, and neither party shall have delivered vacant any further liability to the other and both parties shall be discharged from all obligations hereunder. Sublessee shall have no other rights or remedies against Sublessor, at law, in equity, or otherwise, for any failure of Sublessor to deliver possession of the Sublease Premises to Sublessee on or before the Commencement Date. Sublessee and Sublessor agree that the damages to Sublessee resulting from Sublessor's failure to timely deliver possession are impractical and extremely difficult to fix or ascertain and that the foregoing credits and termination right are a fair and reasonable estimate and represent the agreed upon amount of and remedies for said damages. It is the parties' intention to create by this Section 2.1 a valid and enforceable liquidated damages provision consistent with the pertinent provisions of the California Civil Code, or any amendments thereof or successors thereto. SUBLESSEE AND SUBLESSOR HEREBY ACKNOWLEDGE AND AGREE THAT THE CREDITS AND TERMINATION RIGHT SET FORTH UNDER THIS SECTION 2.1 HAVE BEEN AGREED UPON AS THE PARTIES' REASONABLE ESTIMATE OF SUBLESSEE'S DAMAGES AND AS SUBLESSEE'S SOLE REMEDIES AGAINST SUBLESSOR, AT LAW, IN EQUITY OR OTHERWISE, IN THE EVENT SUBLESSOR DOES NOT TIMELY DELIVER POSSESSION OF PREMISES TO SUBLESSEE PURSUANT TO THIS SUBLEASE. SUBLESSOR: /s/ signature illegible SUBLESSEE: /s/ signature illegible If Sublessee occupies the Sublease Premises prior to the Commencement Date, such Offer Space occupancy shall be subject to Tenantthis Sublease, and Sublessee shall commence paying Rent upon such occupancy pursuant to Section 4 below. Any such early occupancy shall not advance the Expiration Date.

Possession. (a) a. If Tenant exercises its right to lease the Offer Space and Landlord is unable to cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to Tenant by reason at the commencement of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord term hereof, this Lease shall not be liable void or voidable, the expiration date of the above term shall be extended, to three (3) years after the end of the month during which Landlord delivers possession to Tenant for any failure by a then existing tenant or occupant to vacate any of and all rent shall be abated during the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of period between the Offer Space within ninety (90) days after the anticipated availability commencement date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until time when Landlord shall deliver vacant possession of the Offer Space to Tenantdelivers possession. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this section 4(a), in the event that Landlord has not delivered possession of the Premises to Tenant, for any reason whatsoever, on or prior to ninety (90) days after the commencement date set forth in Section 37.53(a) above, if then Tenant may terminate this Lease upon written notice to Landlord and neither party shall thereafter have failed any obligations or liability under this Lease. Nothing in the contrary shall relieve Landlord of its obligation to use its best efforts to complete the Tenant Improvements and to deliver possession of such Offer Space the Premises to Tenant on or before the commencement date which is one (1) year after the anticipated Offer Space Commencement Date set forth in Section 3(a) above. In the Offer Notice by reason of event that this Lease is terminated pursuant to this Section 4(a), Landlord shall promptly return to Tenant the holding over or retention of possession of any tenant or other occupant or for any other reason, then first month's rent and security deposit prepaid pursuant to Section 5(a) below. b. In the event that Landlord shall permit Tenant shall have to occupy the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless Premises prior to the giving commencement date of the term, such notice or within ten (10) days thereafter occupancy shall be subject to all the provisions of the Lease. Said early possession shall not advance the termination date herein above provided. Notwithstanding the foregoing, in the event that Landlord permits Tenant to enter the Premises prior to completion of the Tenant Improvements solely for the purposes of performing Tenant's pre- opening activities, Tenant shall have delivered vacant possession of not be obligated to pay Rent while Tenant is performing such Offer Space to Tenantpre-opening activities.

Possession. (a) Landlord shall deliver possession of the Premises to Tenant, for purposes of commencing the Tenant buildout no later than one hundred twenty (120) days from the date that Tenant waives, by written notice of waiver delivered to Landlord, or allows to lapse all contingencies enumerated in Section 2.2(e) (the “Possession Date”). If possession of the Premises shall for any reason, other than occurrence of a force majeure event, not be delivered to Tenant exercises its right to lease on or before the Offer Space Possession Date, this Lease shall continue in full force and effect, and for every day after the Possession Date that Landlord does not deliver possession, other than as a result of occurrence of a force majeure event, Tenant shall receive one (1) day free Base Rent from the Commencement Date forward until the total number of accumulated days of free Base Rent is unable to exhausted. If Landlord does not deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within before ninety (90) days after the anticipated availability date Possession Date, Tenant may elect, as stated by its sole remedy, to terminate this Lease and the parties shall thereupon be relieved of all further obligations hereunder, except that Landlord shall reimburse Tenant for all reasonable, documented out-of-pocket costs and expenses incurred in connection with this Lease, including preparation and procurement, as the case may be, of all architectural plans, permits, licenses, and the cost of the Liquor License, franchisor-imposed penalties, and Tenant’s attorneys fees related to preparation of this Lease, but in no event shall Landlord be required to reimburse Tenant, in the Offer Notice and in connection therewithaggregate, if appropriate in more than Seventy Five Thousand Dollars ($75,000.00). If Tenant shall take possession of any part of the Premises before the Commencement Date to expedite Tenant’s Work upon written agreement with Landlord, Tenant shall use its best efforts to avoid interfering with or delaying completion of Landlord’s good faith judgmentWork, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to possession shall be governed by the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended Lease, except that Tenant shall not pay Landlord Rent or other charges except for electricity consumed by Tenant at the Premises. Neither the Term nor any other provision of this Lease shall be affected by Tenant’s prior occupancy, which shall occur only with the written permission of the Landlord. Further, there shall be added for each day of delay in providing possession an additional day to constitute “an express provision the term and all rights of Tenant under the Lease shall be correspondingly extended. Notwithstanding anything herein to the contrary, Landlord may, in the exercise of its reasonable discretion, allow Tenant access to the Leased Premises to commence Tenant’s Work prior to the Possession Date, and such simultaneous access to the Leased Premises shall not constitute acceptance of possession by Tenant. As used herein, a “force majeure” event shall be deemed to have occurred if Landlord shall be delayed or hindered in, or prevented from, the performance of any act required hereunder by reason of inability to procure materials, delay caused by Tenant or its agents, failure of power or unavailability of utilities, riots, insurrection, war, terrorism, or acts of God, fire, windstorm, flooding, unusually intense or severe rainfall or accumulations of snowfall, and other reasons of a similar nature not the fault of Landlord or not within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementits control. (b) Notwithstanding anything Except as otherwise provided herein, Tenant’s obligation to pay Rent shall commence on the Commencement Date provided Landlord’s Work is substantially completed at time of delivery of the Premises. Landlord’s Work shall be deemed “substantially complete” upon the earlier of (a) when (i) the Leased Premises have, according to Landlord’s architect, been substantially completed pursuant to the contrary contained in this Section 37.5Plans and Specifications for Landlord’s Work attached hereto as Exhibit C, if Landlord shall have failed to deliver possession but excepting completion of such Offer Space on punchlist or before other items requiring minor adjustment or completion, and (ii) a certificate of occupancy or temporary certificate of occupancy is issued by the local municipal authority, or (b) the date on which is one substantial completion would have occurred under (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or a), but for any other reason, then delays to Landlord’s completion of Landlord’s Work caused by Tenant shall have the right to withdraw or its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantagents.

Possession. (a) If Tenant exercises its right At Closing, Seller shall deliver to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering Buyer actual possession of the Offer Space to Tenant Premises by reason delivery of the holding over Deed and keys, and by assignment, without representation, warranty or retention recourse, of possession all existing leases affecting the Premises or any part thereof, hereinafter referred to as the Leases. The said assignment of any tenant or occupant all Leases shall include Buyer's assumption of all the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord obligations contained in the Offer Notice Leases which are by the terms thereof the responsibility of Seller and in connection therewith, if appropriate in Landlord’s good faith judgment, institute shall further include Buyer's agreement to indemnify and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space save harmless the Seller from any and (iii) Tenant’s obligations under this Lease all claims made by tenants with respect to the Premises Leases arising from and after the Offer Space date of Closing hereunder. Seller shall not be affected thereby except that the term of the lease likewise agree to indemnify Buyer from any and all written claims made by tenants with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision leases arising prior to the contrary” within Closing hereunder; provided, however, that such indemnification of Seller to Buyer shall expire, and claims thereon shall be made, prior to three (3) months following the meaning date of Section 223-a of the New York Real Property Law or Closing. Such indemnifications shall also include any successor Requirementcosts, expenses and reasonable attorney's fees. (b) Notwithstanding anything Buyer and his agents shall have the privilege of entering upon the Premises during normal working hours upon forty-eight (48) hours advance notice to Seller, at reasonable times between the date hereof and the date of Closing, for the purpose of making surveys and physical inspections of the Premises, provided no such activity shall in any way interfere with any tenants in the Premises. Seller will cooperate with Buyer in making such surveys and inspections. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or expense (including reasonable attorney's fees) arising from or in connection with such entry upon the Premises; said indemnification shall survive Closing and/or termination of this Agreement. (c) In addition to and not in limitation of the rights and privileges granted to the contrary contained Buyer hereinabove in this Section 37.5Paragraph 5(b), if Landlord shall have failed to deliver possession of such Offer Space on or before for a period from the date which hereof to December 15, 1996, Buyer is one granted the right to conduct a physical inspection (1including a lead-based paint and/or lead-based paint hazard inspection and/or risk assessment) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of Premises and all personal property located thereon in such a manner as not to inconvenience the tenants and to review all leases, books and records pertaining to the Premises. At any tenant or other occupant or for any other reasontime during said inspection period, then Tenant Buyer shall have the right to withdraw cancel and terminate this Agreement, in its Acceptance Notice sole discretion, by serving written notice thereof given upon Seller on or before the date that expiration of said inspection period; if Buyer elects to terminate this Agreement as permitted herein, then this Agreement shall be thirty (30) days after cancelled and terminated and the end of the aforesaid one (1) year period unless prior Deposit shall be returned to Buyer and neither party hereunder shall have any further liability or obligation to the giving other hereunder except with respect to the indemnifications contained in this Paragraph 5(c), Paragraph 5(b) and Paragraph 22; if Buyer fails to exercise its right to terminate this Agreement as permitted herein, then said right shall automatically lapse, terminate and become null and void. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or expense (including reasonable attorney's fees) arising from or in connection with such inspection and/or entry upon the Premises; said indemnification shall survive Closing and/or termination of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantthis Agreement.

Possession. (a) A. If Tenant exercises its right to lease the Offer Space and Landlord is unable to Landlord, for any reason whatsoever, cannot deliver possession of the Premises to the Tenant on the date intended Commencement Date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Lease Schedule, this Lease shall not be void or voidable, nor shall the Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any of damage resulting thereform. Under such circumstances, the Offer Space, (ii) Landlord rent provided for herein shall use commercially reasonable efforts to obtain and deliver to Tenant vacant not commence until possession of the Offer Space Premises is made available to Tenant and no such failure to give possession on the date of commencement of the Term shall affect the validity of this Lease or the obligations of the Tenant hereunder, and the Term shall be extended accordingly; provided, however, if possession of the Premises is not delivered to Tenant within ninety sixty (9060) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonLease Schedule, then Tenant may, as its sole and exclusive remedy, terminate this Lease by delivering written notice of such termination to Landlord, so long as such notice is delivered to Landlord prior to the Commencement Date and, in that event, Landlord shall refund to Tenant any security deposit or advance rent due to Tenant and neither party shall have any further obligation to the right other, except for any indemnity or other obligations under this Lease which are intended to withdraw its Acceptance Notice survive terminate, and provided further that if possession of the Premises is not delivered to Tenant on the intended Commencement Date set forth in the Lease Schedule and the delay in delivering possession does not result from any matter covered by written notice thereof given on Section 28 of this Lease or before the date that default or any act or omission of Tenant, then Landlord shall apply as a credit against the rental obligations first due under this Lease a sum equal to the equivalent of two (2) days of Base Rent and operating expenses for every day of such delay. B. The Premises shall be deemed to be ready for Tenant's occupancy if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability of the Premises or any part thereof for occupancy shall be due to special work, changes, alterations, or additions required or made by Tenant in the layout or finishing of the Premises. Whether or not the Premises are ready for occupancy shall be determined by the Jurisdiction in which the Property is located as set forth in the Lease Schedule, which shall evidence same by authorizing Tenant's occupancy thereof, which authorization may be in the form of oral or written permission to occupy which if in the form of written permission, may be in the form of a temporary or permanent certificate of occupancy. It is further understood that within 72 hours of initial occupancy, the parties shall jointly inspect the Premises and prepare and sign a "punch list" of incomplete items to be completed by Landlord. Tenant and Landlord shall jointly inspect the Premises and prepare another "punch list" within thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter occupancy encompassing all items not then completed except for latent defects. Landlord shall have delivered vacant possession thirty (30) days to correct any "punch list" items or such longer period of such Offer Space time as may be reasonably required so long as Landlord is exercising reasonable diligence to Tenantaccomplish the correction.

Possession. (a) If Tenant exercises its right Possession of the Property shall be delivered to lease Purchaser at Closing, free and clear of all liens and claims other than Permitted Exceptions, in the Offer Space and Landlord is unable to deliver possession same condition as it exists on the date set forth of this Agreement, ordinary wear and tear excepted and except as provided in Sections 12 and 13 hereof. The Existing Tenant is the Offer Notice sole tenant of the Property. The Sun Leases are scheduled to expire on June 30, 2002 and the Closing shall be contingent upon the Existing Tenant having vacated the Property substantially in accordance with the terms of the Sun Leases prior to Closing; provided, however, the parties agree that the date of the Closing shall be delayed in accordance with Line 9 of the Summary Statement until such time as the date on which Landlord anticipates delivering possession of the Offer Space to Existing Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed vacated the Property. In the event the transaction contemplated by this Agreement fails to deliver possession of such Offer Space close on or before August 1, 2002 due solely to the fact that the Existing Tenant has not vacated the Property substantially in accordance with the terms of the Sun Leases, then Purchaser shall receive as a credit at Closing an amount equal to interest calculated at the Imputed Interest Rate (defined below) on the amount of the ▇▇▇▇▇▇▇ Money theretofore paid to Seller from August 1, 2002 through the date which is one (1) year after of Closing. For purposes hereof, the anticipated Offer Space Commencement Date set forth in Imputed Interest Rate shall be a per annum rate of interest equal to the Offer Notice by reason rate of interest Escrow Agent was paying on the ▇▇▇▇▇▇▇ Money as of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant Approval Date ("Imputed Interest Rate"). Purchaser shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before inspect the date that shall be thirty Property within three (303) days after prior to Closing to verify that the end condition of the aforesaid one Property is as required under this Agreement. Subject to the terms of the Sun Leases, Seller shall exercise reasonable efforts to afford Purchaser reasonable access to the Improvements for purposes of inspecting and/or measuring the premises, it being understood and agreed that Purchaser shall not have the right to perform any construction or demolition work in or about any portion of the Property prior to the Closing Date. The Generator was installed by the Existing Tenant who may or may not be obligated to remove it from the Property pursuant to the Sun Leases. Seller covenants that it shall exercise reasonable efforts to cause the Existing Tenant to leave the Generator at the Property and to relinquish any and all right and title it may have thereto (and, to the extent feasible, to transfer title to the Generator directly to Purchaser); provided, however, Seller shall not be obligated to incur any expense or obligation or relinquish any rights it may have against the Existing Tenant (except the obligation of the Existing Tenant to remove the Generator) in order to effectuate same. As consideration for allowing the Existing Tenant to possibly leave the Generator at the Property, Seller shall have the right to require that the Existing Tenant agree to remove the Generator from the Property in the event this Agreement is terminated or the transaction contemplated hereby does not close for any reason. Seller shall exercise reasonable efforts to resolve this issue prior to the Approval Date; provided, however, it shall not be a condition of this Agreement that the Generator remain at the Property. Purchaser acknowledges that (1) year period unless prior as of the date of this Agreement, Seller may not have title or any rights to the giving Generator, (2) if Seller fails to obtain title thereto, all references to "Property" in this Agreement shall specifically exclude the Generator, and (3) notwithstanding anything contained in this Agreement to the contrary, Seller is making no representations or warranties with respect to title to or the condition of such notice or within ten the Generator and all representations contained in the Agreement (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantincluding, but not limited to, those contained in Section 8) hereby specifically exclude the Generator.

Possession. (a) If In case possession of the premises, in whole or in part, cannot be given to Tenant exercises its right on or before the commencement of the term of this Lease, landord agrees to lease ▇▇▇▇▇ the Offer Space rent until possession is given to Tenant with Landlord's Work substantially completed in accordance with Exhibit B hereto, and Tenant agrees to accept such abatement as liquidated damages (and the additional damages that may become due under paragraph 15(c) below) for the failure to obtain possession on the commencement date herein specified. The parties hereto covenant and agree that if the term of this Lease commences on a date other than the date herein specified, they will, upon the request of either of them, execute an agreement setting for the the new commencement and termination dates of the Lease term. Under no circumstances shall Landlord is unable be under any liability for failure to deliver possession of the premises to Tenant on the date set forth herein specified, except as expressly provided in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (iparagraph 15(c) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementbelow. (b) Notwithstanding anything to the contrary contained in this Section 37.5Lease, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before enter the date that shall be premises at least thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving Lease commencement date to install phone systems, furniture, fixtures and equipment, etc. (collectively, the "Early Entry Activities") and such early entry for such purposes shall not trigger the commencement date. Tenant agrees (i) any such early entry by Tenant shall be at Tenant's sole risk, (ii) Tenant shall not substantially interfere with Landlord or Landlord's contractors completing work within the premises, and (iii) Tenant shall comply with and be bound by all provisions of this Lease during the period of such notice or within ten early entry, except for payment of rent which shall begin to accrue as of the Lease commencement date. (10c) In the event Landlord's Work has not been substantially completed in accordance with Exhibit B hereto by August 1, 1998, Tenant shall be entitled to an abatement of rent equal to two (2) days thereafter Landlord shall have delivered vacant abatement for each day of delay beyond August 1, 1998, until the date of substantial completion of Landlord's Work. Further, notwithstanding anything to the contrary contained herein, if possession of the premises is not tendered to Tenant will all of Landlord's Work substantially completed in accordance with Exhibit B hereto on or before October 1, 1998, Tenant shall be entitled to terminate this Lease by delivering written termination notice to Landlord so long as such Offer Space notice is delivered to TenantLandlord prior to Landlord's substantial completion of Landlord's Work.

Possession. (a) If Landlord shall deliver possession of the Premises to Tenant exercises its right by the Commencement Date, and subject to lease the Offer Space provisions of this Section 4.2 and Section 4.3 below. Tenant agrees that if Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to Tenant by reason of on or prior to the holding over Estimated Commencement Date, the Lease will not be void or retention of possession of any tenant or occupant of the Offer Space (i) voidable, nor will Landlord shall not be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any of the Offer Spacedamage resulting therefrom, (ii) except Tenant shall not be liable for Rent until such time as Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant delivers possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice Premises and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) except for Tenant’s obligations under this Lease with respect right to the Premises and the Offer Space shall terminate if Landlord fails to deliver possession by July 31, 2010 as hereinafter provided. If Landlord does not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space Premises to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision Tenant by July 31, 2010, other than due to the contrary” within failure of Tenant to pay the meaning Security Deposit, the first installment of Section 223-a of the New York Real Property Law rent or any successor Requirement. (b) Notwithstanding anything failure to the contrary contained in provide Landlord with Tenant’s insurance certificates as required under this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonLease, then Tenant as its sole and exclusive remedy, shall have the right to withdraw its Acceptance Notice by terminate this Lease upon written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless to Landlord prior to the giving date Landlord offers to deliver possession of the Premises to Tenant. In such notice or within ten (10) days thereafter event, Landlord shall have promptly return to Tenant all prepaid rent and the Security Deposit previously delivered vacant by Tenant to Landlord. Notwithstanding the foregoing, Landlord will not be obligated to deliver possession of such Offer Space the Premises to Tenant until Landlord has received from Tenant all of the following: (i) a copy of this Lease fully executed by Tenant; (ii) any Security Deposit, if required hereunder and the first installment of Monthly Base Rent and Additional Rent, if any, due under this Lease; and (iii) copies of Tenant’s insurance certificates as required hereunder.

Possession. (a) If Tenant exercises 8.1 Subject to force majeure circumstances, intervention of statutory authorities, receipt of occupation certificate and Allottee having timely complied with all its right obligations, formalities or documentation, as prescribed by Promoter/Developer and not being in default under any part hereof and Apartment Buyer’s Agreement, including but not limited to lease the Offer Space timely payment of installments of the other charges as per the payment plan, Stamp Duty and Landlord is unable registration charges, the Promoter/Developer proposes to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering offer possession of the Offer Space Said Apartment to Tenant by reason the Allottee within a period of 4 (four) years from the holding over date of approval of building plans or retention grant of environment clearance, (hereinafter referred to as the “Commencement Date”), whichever is later. 8.2 The Promoter/▇▇▇▇▇▇▇▇▇ agrees and understands that timely delivery of possession of any tenant the apartment to the allottee and the common areas to the association of allottees or occupant the competent authority, as the case may be, is the essence of the Offer Space (i) Landlord shall not be liable Agreement. The Promoter/Developer assures to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant hand over possession of the Offer Space apartment along with ready and complete common areas with all specifications, amenities and facilities of the project in place within ninety (90) days after the anticipated time limits prescribed in preceding clause unless there is delay or failure due to war, flood, drought, fire, cyclone, earthquake or any other calamity caused by nature affecting the regular development of the real estate project or court orders, govt. policy/guideline, decisions or due to administrative delays or non-availability date as stated by Landlord in of construction material(“Force Majeure”). If, however, the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant completion of such Offer Space and (iii) Tenant’s obligations under this Lease with respect the Project is delayed due to the Premises and Force Majeure conditions then the Offer Space shall not be affected thereby except Allottee agrees that the term of the lease with respect Promoter/Developer shall be entitled to the Offer Space shall not commence until Landlord shall deliver vacant extension of time for delivery of possession of the Offer Space apartment, provided that such Force Majeure conditions are not of a nature which make it impossible for the contract to Tenantbe implemented. The terms set forth Allottee agrees and confirms that, in the preceding provisions of event it becomes impossible for the Promoter/Developer to implement the project due to Force Majeure conditions, then this Section 37.5 are intended to constitute “an express provision allotment shall stand terminated and the Promtoer/Developer shall refund to the contrary” Allottee the entire amount received by the Promoter/Developer from the allotment within 90 days from that date. The Promoter/Developer shall intimate the meaning of Section 223-a allottee about such termination at least thirty days prior to such termination. After refund of the New York Real Property Law money paid by the Allottee, the Allottee agrees that he/ she shall not have any rights, claims etc. against the Promoter/Developer and that the Promoter/Developer shall be released and discharged from all its obligations and liabilities under this Agreement. 8.3 The Promoter/developer had made it clear to the allottee that the Land shall be transferred to related departments (HUDA,DHBVN etc.) under applicable law at any point of time/handing over of apartments/commercial to the owners, for the purpose of road, green belt, electrical substation or any successor Requirement. (b) Notwithstanding anything other government facility related to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantcomplex.

Possession. (a) If Tenant exercises its right 6.1 The said Flat shall be deemed to lease be ready for delivery of possession upon the Offer Space same being completed internally and Landlord reasonable ingress to and egress from the said flat being provided along with temporary or permanent water, drainage, sewerage, electricity and lift facilities/connections. A certificate from the Architects regarding such completion shall be final and binding upon the Purchaser. Once the flat is unable so ready, the Builder shall issue Notice of Possession to deliver the Purchaser and call upon the Purchaser to take possession on thereof of the date set forth aforesaid unit upon payment of all outstanding amounts to the Builder. The interim Rules and Regulations for Management and Maintenance of the common areas and facilities of the said cluster in respect of all residents of the Offer Notice as said cluster will be handed over during possession for due compliance thereof. 6.2 In the date on which Landlord anticipates delivering event of the Purchaser not making full payment of the Agreed Consideration, the Additional Payments and Mandatory Deposits / Advance / Extra Costs and/or not complying with any of his obligations and/or not taking possession of the Offer Space to Tenant by reason said Unit within a period of 30 days from the date of the holding over or retention Notice of possession Possession under clause 6.1 above, the Purchaser shall be deemed to have committed default entitling the Builder to the Rights on Purchaser's Default and the Purchaser shall further be liable to pay to the Builder interest at the rate as mentioned in the West Bengal Housing Industry regulation Act , 2017 & West Bengal Housing Industry Regulation Rules , 2018. 6.3 With effect from the date of any tenant or occupant expiry of the Offer Space period specified in the Notice of Possession, the Purchaser shall be deemed to have fully satisfied himself regarding the Plans, the constructions (i) Landlord including the quality, specifications and workmanship thereof), the Built- Up and Salable Built-Up Areas, the quality of materials used, the structural stability and the completion of the Buildings, the Common Portions and the said Flat and shall not thereafter be entitled to raise any objection or make any claim regarding the same 6.4 The Vendors and Builder make it clear to the Purchaser that the project will be developed in phases and the entire project may not at the same time be completed; to which the Purchaser shall have no objection. The Purchaser also agrees to the same and further agrees that the common facilities/ installations and amenities will accordingly also be made ready in phases and non completion of the whole project or all amenities/facilities/installations shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any an excuse of the Offer Space, (ii) Landlord shall use commercially reasonable efforts Purchaser to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except claim that the term said Flat is not completed and ready for delivery of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementpossession. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. 6.1 The Owner/Developer shall Endeavour to make the said Flat/Commercial unit ready for delivery of possession within the time period mentioned in PART- II OF THE SECOND SCHEDULE including grace period (aCompletion Time). The Completion Time shall stand extended in case of Force Majeure. The said Flat/Commercial unit shall be deemed to be ready for delivery of possession upon the same being completed internally, externally and reasonable ingress to and egress from the said Flat/Commercial unit being provided along with permanent water, drainage, sewerage, electricity and lift facilities/connections. A Certificate from the Architect(s) If Tenant exercises its right regarding this shall be final and binding. The Owner/Developer shall thereafter issue a 15 days' Notice to lease the Offer Space and Landlord is unable Purchaser calling upon the Purchaser to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering take possession of the Offer Space to Tenant by reason said Flat/Commercial unit upon making payment of all dues and complying with all other outstanding obligations of the holding over or retention of possession of any tenant or occupant of Purchaser at the Offer Space (i) Landlord relevant time. It shall not be liable obligatory for the Owner/Developer to Tenant for any failure by a then existing tenant or occupant complete the Common Portions in all respects before giving the above Notice. 6.2 The Purchaser shall be entitled to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant receive possession of the Offer Space within ninety (90) days after said Flat/Commercial unit only upon prior payment of all his/her dues including the anticipated availability date as stated by Landlord in Agreed Consideration, the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises Additional Payments and the Offer Space shall not Deposits and also upon due compliance with and/or performance of all the covenants, undertakings and obligations required to be affected thereby except that complied with and/or performed on the term part of the lease with respect Purchaser in pursuance of this Memorandum or otherwise required by law. The obligation to the Offer Space shall not commence until Landlord shall deliver vacant take over possession of the Offer Space said Flat/Commercial unit shall arise only thereafter. 6.3 In the event of the Purchaser not making full payment and/or not complying with any of his obligations and/or not taking possession of the said Flat/Commercial unit within a period of 15 days from the date of issue of the Notice under Clause 6.1 hereinbefore, the Purchaser shall be deemed to Tenant. have committed default entitling the Owner/Developer to the Rights on Purchaser's Default. 6.4 The Purchaser shall not have any right or lien in respect of the said Flat/Commercial unit till physical possession is made over to him after payment of all amounts by him and the only entitlement of the Purchaser shall be to complete the purchase of the said Flat/Commercial unit in terms set forth of this Memorandum. 6.5 With effect from the Date of Possession or the date of expiry of the period specified in the preceding provisions Notice mentioned in Clause 6.1 hereinbefore, whichever is earlier, the Purchaser shall be deemed to have fully satisfied himself regarding the construction, specifications, Carpet area, workmanship, materials used and structural stability and completion of this Section 37.5 are intended the Buildings and the said Flat/Commercial unit and shall not thereafter be entitled to constitute “an express provision raise any objection or make any claim regarding the same. 6.6 After the Date of Possession or from the date of execution of the Deed of Conveyance, the Purchaser shall apply for mutation to the contrary” within Authorities and shall take all necessary steps and complete at his own costs, the meaning of Section 223-a mutation of the New York Real Property Law or any successor Requirementsaid Flat/Commercial unit in his name within 3 months thereafter. (b) Notwithstanding 6.7 From the Date of Possession or the date of expiry of the period specified in the Notice mentioned in Clause 6.1 hereinbefore, whichever is earlier, all outgoings, charges, rates, taxes, levies, deposits including security deposits or assessments pertaining to the said Flat/Commercial unit, including proportionate share of the common expenses/maintenance charges shall become payable by the Purchaser notwithstanding anything to the contrary contained elsewhere in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantMemorandum.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable for any loss or damage to Tenant for resulting from any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant delay in delivering possession of the Offer Space within ninety (90) days after Premises due to circumstances outside of Landlord’s reasonable control. Notwithstanding the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewithforegoing, if appropriate in Landlord’s good faith judgment, institute the Landlord Work Substantial Completion Date and diligently prosecute a holdover or other proceedings against such tenant or occupant delivery of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space Premises to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space Tenant is not achieved on or before October 21, 2022, as such date shall be extended for Excusable Delays (as defined below) (such date, as extended, the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason“First Penalty Date”), then Tenant shall have receive a credit, which credit shall be applied against Base Rent next due and owing under the right Lease, of one day’s Base Rent for each day after the First Penalty Date until the earlier of (a) the date that the Landlord Work Substantial Completion Date is achieved and possession of the Premises is delivered to withdraw its Acceptance Notice by written notice thereof given Tenant, or (b) the Second Penalty Date (as defined below). Notwithstanding the foregoing, if the Landlord Work Substantial Completion Date and delivery of possession of the Premises to Tenant is not achieved on or before December 5, 2022, as such date shall be extended for Excusable Delays (such date, as extended, the “Second Penalty Date”), then Tenant shall receive a credit, which credit shall be applied against Base Rent next due and owing under the Lease, of two days’ Base Rent for each day after the Second Penalty Date until the date that shall be thirty (30) days after the end Landlord Work Substantial Completion Date is achieved and possession of the aforesaid one (1) year period unless Premises is delivered to Tenant. Tenant shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the giving Commencement Date (as reasonably determined by Landlord), to enter the Premises for the sole and exclusive purpose of such notice reviewing the condition of the Premises, provided that (a) Tenant obtains Landlord’s prior written consent, not to be unreasonably withheld, conditioned or within ten delayed, (10b) days thereafter Tenant does not interfere with or delay the Landlord Work, (c) Tenant uses contractors and workers compatible with the contractors and workers engaged by Landlord to complete the Landlord Work. If Tenant enters the Premises prior to the Commencement Date, then Tenant shall abide by the terms and conditions of this Lease as if the term of this Lease had already commenced, except that (i) Tenant shall have delivered vacant possession no maintenance and repair obligations (unless and to the extent something is damaged by the acts or omissions of such Offer Space Tenant or any Tenant Party) and no obligation to Tenantpay Base Rent, Real Property Taxes and Operating Expenses until the first day of the seventh full calendar month of the Term, unless and to the extent Base Rent, Real Property Taxes and Operating Expenses are payable during any partial month, as set forth in Section 4 of this Lease, and (ii) Tenant shall have obligations hereunder that are dependent upon Tenant having full and exclusive control of the Premises.

Possession. A. Lessee hereby declares that Lessee has inspected the Premises, the Building and all related areas and grounds and that Lessee is satisfied with the physical condition thereof. LESSEE AGREES THAT NO REPRESENTATIONS, WARRANTIES (aEXPRESSED OR IMPLIED) If Tenant exercises its right to lease the Offer Space and Landlord is unable OR COVENANTS WITH RESPECT TO THE CONDITION, MAINTENANCE OR IMPROVEMENTS OF THE PREMISES, BUILDING, OR OTHER AREAS HAVE BEEN MADE TO LESSEE EXCEPT THOSE CONTAINED IN THIS LEASE, THE APPLICATION, OR OTHERWISE IN WRITING SIGNED BY LESSOR. B. This Lease Agreement shall terminate if Lessor fails to deliver possession to the Lessee within 15 days of the proposed date of possession set forth on the date set forth in first page of this Lease, and if the Offer Notice as Lease Agreement is terminated pursuant to the date on provisions under this Section, the Lessor shall refund all prepaid/rent and security, which Landlord anticipates delivering possession of Lessee agrees shall be Lessee's only remedy. C. Decorating, if any that is to be done by the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Lessor, is not and shall not be liable a condition precedent to Tenant for possession or rent. Nothing herein contained shall in the event of fire, explosion or other casualty impose upon Lessor any failure obligation to make repairs which are more extensive or different from those required by a then existing tenant or occupant the provisions of the Lease pertaining to Fire & Casualty. Lessee agrees to give Lessor 30 days notice of his intent to vacate any the premises at the natural termination of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date this lease as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in above. If Lessee fails to give such notice, the preceding provisions of this Section 37.5 are intended Lessor is entitled to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementadditional one month rent. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its In connection with Lender's right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Property, Borrower acknowledges that it has been advised that there is a significant body of law in Michigan which purportedly provides that in the absence of a showing of waste of a character sufficient to Tenant by reason endanger the value of the holding over Property (or retention of possession other special factors) a person in the role of any tenant or occupant of the Offer Space (i) Landlord shall not be liable Borrower is entitled to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant remain in possession of the Offer Space within ninety (90) days after Property and to enjoy the anticipated availability date as stated by Landlord in earnings, revenues, rents, issues, profits and income of the Offer Notice Property during the pendency of foreclosure proceedings and in connection therewithuntil the expiration of the redemption period, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except notwithstanding that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision Mortgage expressly provides to the contrary” within . Borrower further acknowledges that it has been advised that Lender considers that the meaning of Section 223-a value of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to security granted hereby is inextricably intertwined with the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason effectiveness of the holding over or retention management, maintenance and general operation of possession of any tenant or other occupant or for any other reason, then Tenant shall the Property and that Lender would not make the loan secured hereby unless it could be assured that it would have the right to withdraw its Acceptance Notice by written notice take possession of the Property and manage or control management thereof given on and enjoy the earnings, revenues, rents, issues, profits and income of the Property therefrom immediately upon an Event of Default notwithstanding that foreclosure proceedings may not have been instituted or before are pending or that the date that shall be thirty (30) days redemption period, if any, may not have expired. Borrower hereby knowingly, intelligently and voluntarily waives all rights to possession of the Property from and after the end occurrence of an Event of Default and upon demand for possession by Lender Borrower agrees not to assert any objection or defense to Lender's request or to petition to a court for possession, and hereby conferred to the aforesaid one (1) year period unless appointment of a receiver for the Property. The rights hereby conferred upon Lender have been agreed upon prior to the giving occurrence of such notice or within ten (10) days thereafter Landlord an Event of Default and the exercise by Lender of these rights shall have delivered vacant possession not be deemed to put Lender in the status of such Offer Space a "Lender in possession". Borrower acknowledges that this provision is material to Tenantthis transaction and that Lender would not make the loan secured hereby but for this paragraph.

Possession. The Borrower shall not lease, or otherwise ---------- in any manner deliver, relinquish or transfer possession of any Engine to any Person or install any Engine, or permit any Engine to be installed, on any airframe without the prior consent of the Lender, provided, however, that so -------- ------- long as (A) only in the case of clause (x) below, no Event of Default shall have occurred and be continuing, and (B) all approvals, consents or authorizations required from the Aeronautical Authority in connection with any such lease or such delivery, transfer or relinquishment of possession have been obtained and remain in full force and effect, the Borrower (or, except in the case of clause (x) below, any Permitted Lessee) may, without the prior consent of the Lender: (i) enter into a charter or wet lease or other similar arrangement under which the Borrower (or such Permitted Lessee) has operational control of an airframe and the Engine installed thereon in the course of the Borrower's business (which shall not be considered a transfer of possession hereunder), provided that the Borrower's obligations hereunder and under the other Operative Agreements shall continue in full force and effect notwithstanding any such charter or wet lease or other similar arrangement; (ii) deliver possession of an Engine to the manufacturer thereof or to any organization for testing, service, repair, maintenance, overhaul work or other similar purposes or for alterations or modifications or additions required or permitted by the terms hereof; (iii) subject an Engine to interchange or pooling agreements or arrangements which are applicable to other similar property owned by or leased to the Borrower (or such Permitted Lessee) and are entered into by the Borrower (or such Permitted Lessee) in the course of its airline business with any air carrier, provided, that (A) no such agreement or arrangement shall under -------- any circumstances result in, contemplate or require the transfer of title to any Engine and (B) if the Borrower's title to any Engine shall nevertheless be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Borrower shall comply with Section 4.03(e) hereof in respect thereof; (iv) install an Engine on an airframe owned by the Borrower (or such Permitted Lessee) free and clear of all Liens except (A) Permitted Liens, (B) those which apply only to the engines (other than the Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe, and (C) those created by the rights of other air carriers under interchange or pooling agreements or other arrangements customary in the airline industry which do not contemplate, permit or require the transfer of title to such airframe or engines installed thereon; (v) install an Engine on an airframe leased to the Borrower (or such Permitted Lessee) or purchased by the Borrower (or such Permitted Lessee) subject to a conditional sale or other security agreement, but only if such airframe is free and clear of all Liens, except (i) the rights of the parties to such lease, or any such secured financing arrangement, covering such airframe and (ii) Liens of the type permitted by Section 4.01(b)(iv); (vi) install an Engine on an airframe owned by the Borrower (or such Permitted Lessee), leased by the Borrower (or such Permitted Lessee) or purchased by the Borrower (or such Permitted Lessee) subject to a conditional sale or other security agreement under circumstances where neither clause (iv) nor clause (v) above is applicable, provided that any such -------- installation (so long as the same shall be continuing) shall be deemed an Event of Loss with respect t o such Engine and the Borrower shall comply with Section 4.03(e) hereof; (vii) transfer possession of an Engine while installed on an aircraft which is subject to the CRAF Program (as defined below) to the United States of America or any instrumentality thereof pursuant to the Civil Reserve Air Fleet Program (as established and administered pursuant to Executive Order 11490, as amended, as superseded by United States Executive Order No. 12656) or any similar or substitute program ("CRAF Program"), in which event Borrower (or such Permitted Lessee) shall promptly notify Lender in writing of any such transfer of possession and, in the case of any transfer pursuant to the CRAF Program, in such notification shall identify by name, address and telephone numbers the Contracting Office Representatives of the Military Airlift Command of the United States Air Force to whom notices must be given and to whom requests or claims must be made to the extent applicable under the CRAF Program; (viii) transfer possession of an Engine to the United States of America, or to a foreign government, when required by Applicable Law (it being understood that nothing in this clause (viii) shall relieve the Borrower from its obligations under Section 4.03(e) if such transfer becomes an Event of Loss), in which event Borrower shall promptly notify Lender in writing of any such transfer of possession; (ix) transfer possession of an Engine to the United States of America or any instrumentality or agency thereof pursuant to a lease, contract or other instrument; (x) subject to the provisions of this Section 4.01(b), enter into a lease with respect to any Engine to any Permitted Lessee if (A) Borrower shall provide written notice to Lender at least 10 days prior to entering into any such lease, (B) in any such case, the lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (C) in the event that the lessee under such lease is a foreign air carrier or Person based in a country other than the United States, the United States maintains normal diplomatic relations with the country in which such proposed lessee is principally based at the time such lease is entered into and (D) in the event that the lessee under such lease is a foreign air carrier or Person based in a country other than the United States, prior to the effectiveness of such lease Lender shall have received an opinion of counsel to Borrower (reasonably acceptable to Lender) to the effect that (I) the terms of the proposed lease will be legal, valid, binding and (subject to customary exceptions) enforceable against the proposed lessee in the country in which the proposed lessee is principally based, (II) there exist no possessory rights in favor of the lessee under such lease under the laws of such lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Borrower and assuming that at such time such (a) If Tenant exercises upon the exercise by Lender of its right remedies under Section 5.02(a), (III) the laws of such lessee's country of domicile would give recognition to Borrower's title to such Engine, (IV) all filings, if any, required to be made in such jurisdiction in connection with the execution of such lease in order to protect the Offer Space interest of Lender in such Engine have been made, (V) it is not necessary for the Lender to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result of the proposed lease, and Landlord (VI) there is unable to deliver no tort liability for owners not in possession on of aircraft in such country more onerous than under the date set forth laws of the United States or any state thereof (it being agreed that in the Offer Notice as event such opinion cannot be given in a form reasonably satisfactory to the date on which Landlord anticipates delivering Lender, such opinion will be waived if insurance reasonably satisfactory to the Lender is provided to cover the risk of such tort liability); (1) the rights of any transferee who receives possession of the Offer Space to Tenant by reason -------- of a transfer permitted by this Section 4.01(b) (other than by a transfer of an Engine which is deemed an Event of Loss) shall be subject and subordinate to all the holding over terms hereof; (2) no pooling agreement, sublease or retention other relinquishment of possession of any tenant Engine shall discharge or occupant diminish any of Borrower's obligations to Lender hereunder or under any other Operative Agreements or constitute a waiver of Lender's rights or remedies thereunder, and the Borrower shall remain primarily liable hereunder for the performance of all the terms and conditions of this Agreement and all of the Offer Space terms and conditions of this Agreement and the other applicable Operative Agreements shall remain in effect; (i3) Landlord the Borrower shall not provide evidence reasonably satisfactory to Lender that the insurance required by Section 4.05 remains in effect; (4) all necessary documents shall have been duly filed or recorded in applicable public offices as may be liable required to Tenant for any failure by a then existing tenant or occupant to vacate any preserve the first priority security interest of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord Lender in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.Engines; and

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to will deliver possession on of the date Premises to Tenant within one business day after the mutual execution of this Lease and Tenant's delivery to Landlord of the Security Deposit, the portion of Tenant's first month's rent set forth in Section 8 of this Lease, and the Offer Notice certificates of insurance required by this Lease. Tenant has thoroughly inspected the Premises and accepts the Premises in its as-is condition with no right to require Landlord to perform any work to the Premises, other than Landlord's obligation to replace the HVAC units as provided in this paragraph and except as otherwise expressly provided below in this paragraph. From the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of initially takes possession of any tenant or occupant portion of the Offer Space (i) Landlord shall not Premises, Tenant will be liable solely responsible for all utilities and services provided to Tenant for any failure by a then existing tenant the Project and payment or occupant to vacate any reimbursement of the Offer Spacecosts for all such items. Tenant waives all warranties, whether express or implied (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession including any warranties of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewithmerchantability or fitness for a particular purpose), if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and Premises, except as follows: (a) Landlord represents that to its actual knowledge the Offer Space shall Project does not be affected thereby except that the term contain any Hazardous Materials in violation of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. Applicable Regulations, (b) Landlord represents that the plumbing, electrical, and life-safety systems (the "Building Systems") at the Project are, or by the Rent Commencement Date will be, in good working order, and (c) before the Rent Commencement Date, at Landlord's cost, Landlord shall replace the existing HVAC box car units at the Project with new HVAC units capable of approximately 200 tons of capacity. Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in this Lease, Tenant is not obligated to pay for and Landlord will pay for any repair or replacement costs incurred during the Offer Notice 12 months after the Rent Commencement Date resulting from defects in the Building Systems, except to the extent that such repairs or replacements are necessitated by reason Tenant's use of the holding over Building Systems in excess of their capacity or retention of possession of by Tenant's negligence or willful misconduct (and this sentence does not affect Tenant's obligations to pay all normal maintenance costs during such one-year warranty period for the Building Systems). Landlord shall assign its rights to Tenant, on a non-exclusive basis, under any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior roof and HVAC warranties with respect to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantProject.

Possession. (a) If The obligations of Landlord and Tenant exercises its right with respect to lease the Offer Space and Landlord is unable initial leasehold improvements to deliver possession on the date Premises are set forth in the Offer Notice Work Letter attached hereto as the date on which Landlord anticipates delivering Exhibit "B" ("Work Letter"). By taking possession of the Offer Space ----------- Premises, Tenant shall be deemed conclusively to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in establish that Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s 's construction obligations under this Lease with respect to the Premises have been completed in accordance with the plans and specifications therefor and that the Offer Space Premises, to the extent of Landlord's construction obligations with respect thereto, are in good and satisfactory condition, subject only to completion of any incomplete or corrective items specified in a "Punchlist" approved by Landlord and Tenant. This provision shall not be affected thereby except that the term of the lease prevent or limit Tenant's rights or remedies with respect to latent defects discovered in the Offer Space shall not commence until Landlord shall deliver vacant possession work of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision improvements completed by Landlord pursuant to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementWork Letter. (b) Subject to Section 3(c) below, Tenant shall, at Tenant's sole cost and expense, promptly comply with all laws, ordinances, rules, regulations, orders and other requirements of any government or public authority now in force or which may hereafter be in force, with all requirements of any board of fire underwriters or similar body now or hereafter constituted, and with all directions and certificates of occupancy issued pursuant to any law by any governmental agency or officer (collectively "Requirements"), insofar as any of the foregoing relate to or are required by the condition, use or occupancy of the Premises or the operation, use or maintenance of any personal property, trade fixtures, machinery, equipment or improvements in the Premises. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Tenant has violated any of the foregoing laws, ordinances, etc., shall be conclusive of that fact as between Landlord and Tenant. (c) Notwithstanding anything to the contrary contained in this Section 37.53(b) above, if Landlord shall have failed be solely responsible for complying with all Requirements which necessitate the making of any improvements to deliver possession the Premises which are capital in nature and the cost of which would be capitalized under generally accepted accounting principals consistently applied ("GAAP") and such costs shall not be charged to Tenant as Additional Rental hereunder; provided, however, that if the necessity for making such improvements is triggered by Tenant's specific use of the Premises, then Landlord shall charge the costs of such Offer Space on or before improvements to Tenant as Additional Rental in accordance with the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason last sentence of the holding over or retention first paragraph of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantSection 7.

Possession. (a) a. If Tenant exercises its right to lease the Offer Space and Landlord is unable to cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to Tenant by reason at the commencement of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord term hereof, this Lease shall not be liable void or voidable, the expiration date of the above term shall be extended, to ten (10) years after the end of the month during which Landlord delivers possession to Tenant for any failure by a then existing tenant or occupant to vacate any of and all rent shall be abated during the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of period between the Offer Space within ninety (90) days after the anticipated availability commencement date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until time when Landlord shall deliver vacant possession of the Offer Space to Tenantdelivers possession. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this section 4(a), in the event that Landlord has not delivered possession of the Premises to Tenant, for any reason whatsoever, on or prior to sixty (60) days after the commencement date set forth in Section 37.53(a) above, if then Tenant may terminate this Lease upon written notice to Landlord and neither party shall thereafter have failed any obligations or liability under this Lease. Nothing in the contrary shall relieve Landlord of its obligation to use its best efforts to complete the Tenant Improvements and to deliver possession of such Offer Space the Premises to Tenant on or before the commencement date which is one (1) year after the anticipated Offer Space Commencement Date set forth in Section 3(a) above. In the Offer Notice by reason of event that this Lease is terminated pursuant to this Section 4(a), Landlord shall promptly return to Tenant the holding over or retention of possession of any tenant or other occupant or for any other reason, then first month's rent and security deposit prepaid pursuant to Section 5(a) below. b. In the event that Landlord shall permit Tenant shall have to occupy the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless Premises prior to the giving commencement date of the term, such notice or within ten (10) days thereafter occupancy shall be subject to all the provisions of the Lease. Said early possession shall not advance the termination date herein above provided. Notwithstanding the foregoing, in the event that Landlord permits Tenant to enter the Premises prior to completion of the Tenant Improvements solely for the purposes of performing Tenant's pre-opening activities, Tenant shall have delivered vacant possession of not be obligated to pay Rent while Tenant is performing such Offer Space to Tenantpre-opening activities.

Possession. (a) If Possession of the Premises shall be delivered by ---------- Landlord to Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in Effective Date free and clear of all tenants and occupants and the Offer Notice as rights of either and all liens, encumbrances, rights or privileges other than the date on which Landlord anticipates delivering Permitted Exceptions. Tenant shall accept possession of the Offer Space to Tenant by reason Premises in their condition as of the holding over or retention of possession of any tenant or occupant Effective Date with all existing structures, paving and other improvements. Tenant shall be entitled, from the Effective Date to the Commencement Date, to exercise all of the Offer Space rights and privileges of the tenant under this Lease (i) including, without limitation, the preparation of the Premises for the conduct of Tenant's anticipated business operations, including the demolition, alteration and construction of improvements in accordance with Article 6). During such period from the Effective Date to the Commencement Date, however, Tenant shall have no obligation with respect to payment of Annual Base Rent, Percentage Rent, Impositions or any other monetary obligations of Tenant under this Lease, all such payment obligations to commence only from and after the Commencement Date. Notwithstanding the foregoing, Landlord shall be entitled for a period not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, exceed fifteen (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (9015) days after the anticipated availability date as stated by Landlord Effective Date, to continue to use and occupy the structures, paving and other improvements currently present at the Premises (together with Landlord's personal property, fixtures and equipment located therein) to operate Landlord's business at the Premises in the Offer Notice same manner as heretofore operated. Landlord shall, however, use its reasonable efforts and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect all due diligence to vacate the Premises and at the Offer Space shall earliest date reasonably possible (but not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. later than fifteen (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (3015) days after the end Effective Date). Landlord shall cooperate reasonably with Tenant to facilitate Tenant's activities on the Premises (including, without limitation, construction of the aforesaid one (initial Improvements described in paragraph 6. 1) year period unless prior to the giving of such notice or within ten (10) days thereafter ). Landlord shall have delivered vacant possession indemnify and hold Tenant harmless from and against all losses, costs, claims and damages (including attorneys' fees) arising from or relating in any manner to Landlord's possession, occupancy and use of such Offer Space to Tenantthe Premises from and after the Effective Date.

Possession. (a) 4.1 If Tenant exercises its right to lease the Offer Space and Landlord is unable to for any reason whatsoever cannot initially deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to Tenant by reason at the commencement of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord term hereof, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any damage resulting therefrom, nor shall the expiration date of the Offer Spaceabove term be in any way extended, (ii) Landlord but except as otherwise specifically provided herein, in that event, all rent shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession be abated during the period between the commencement of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises said term and the Offer Space shall not be affected thereby except that time when Landlord delivers possession. 4.2 In the event the commencement date of the term of this Lease is other than as provided in Section 3 above, then Landlord and Tenant shall execute a written acknowledgment of the lease with respect date of commencement and shall attach it to this Lease as Exhibit "B." 4.3 In the event that Landlord shall permit Tenant to occupy the Premises prior to the Offer Space commencement date of the term, such occupancy shall be subject to all of the provisions of this Lease and said early possession shall not advance the termination date hereinabove provided. In the event Tenant occupies the Premises prior to the commencement date of the term for the installation of Tenant trade fixtures and equipment in the Premises, or otherwise, such use or occupancy shall be pursuant to the express conditions that (a) Tenant's early entry shall not interfere with Landlord's work or construction or cause labor difficulty; (b) Tenant shall execute an indemnity agreement in favor of Landlord in form and substance satisfactory to Landlord; (c) Tenant shall pay for and provide evidence of insurance issued by an insurance carrier (or evidence of self-insurance) approved in writing by Landlord; and (d) Tenant shall pay utility charges reasonably allocated to Tenant by Landlord. Tenant shall not commence until Landlord shall deliver vacant possession the operation of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless business prior to the giving commencement date of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession the term without the express prior written consent of such Offer Space to TenantLandlord.

Possession. Tenant shall have access to the Premises prior to the Commencement Date for the purpose of preparing the Premises for occupancy by Tenant, and for the construction of the tenant improvement work to be performed by Tenant (athe “Tenant Improvement Work”) described on Exhibit “B” attached hereto, upon execution of this Lease by both parties, and upon delivery by Tenant to Landlord of evidence that Tenant’s commercial general liability insurance is in effect. Landlord and Tenant shall mutually cooperate in the scheduling of their respective work in the Premises. Landlord shall endeavor to deliver the Premises to Tenant on or before August 15, 2004 with all of Landlord’s Work substantially completed. If Tenant exercises its right to lease the Offer Space and Landlord is unable fails to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to Tenant by reason on or before the Rent Commencement Date with Landlord’s Work substantially completed, then the Commencement Date of the holding over or retention initial Lease term (and the Rent Commencement Date) shall be extended one day for each such day of possession of any tenant or occupant of the Offer Space (i) delay. In addition, Landlord agrees that it shall not be liable to reimburse Tenant for any the actual hold over costs incurred by Tenant under its existing lease as a result of Landlord’s failure by a then existing tenant or occupant to vacate any of timely deliver the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of Premises as required herein. Notwithstanding the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewithforegoing, if appropriate in Landlord has not delivered the Premises on or before November 1, 2004 with Landlord’s good faith judgmentWork substantially completed, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under Tenant shall be entitled immediately to terminate this Lease with respect upon written notice to Landlord, and neither party shall have any further liability to the Premises and other except for Landlord’s obligation to reimburse Tenant the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenantactual hold over costs incurred by Tenant under its existing lease. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained herein or elsewhere in this Section 37.5Lease, if Landlord agrees that Tenant shall have failed to deliver possession a period of such Offer Space on or before the date which is one (1) year after week from the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason date of delivery of the holding over or retention Premises free of possession charge of any tenant or other occupant or for any other reasonrent to move-into the Premises. Upon delivery of the Premises, then Landlord and Tenant shall jointly inspect the space and prepare a list of any punch list items relating to Landlord’s Work. Landlord shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space complete all punch list items relating to TenantLandlord’s Work.

Possession. If this Lease is executed before the Premises become ready for occupancy and Landlord cannot deliver possession of the Premises on or before the Scheduled Commencement Date for any reason other than omissions, delays or defaults caused by Tenant or its employees, agents or contractors, then the Scheduled Commencement Date shall be postponed as provided in Paragraph 2 above, and "Base Rental" (aas herein defined) If shall abate until the Commencement Date occurs, and Tenant exercises its right hereby accepts ▇▇▇▇ abatement in full settlement of any and all claims Tenant may have against Landlord arising from Landlord's inability to lease deliver possession at the Offer Space Scheduled Commencement Date. Occupancy by Tenant prior to the Scheduled Commencement Date shall in all other respects be pursuant to the terms of this Lease. By occupying the Premises, Tenant shall be deemed to have accepted the same and acknowledged that the Premises are in the condition required hereunder, subject to any "punch list" items agreed to by Landlord and Tenant prior to Tenant's occupancy of the Premises and further subject to the truth and accuracy of any and all of Landlord's representations as provided in this Lease in regards to the condition of the Premises. Notwithstanding anything to the contrary hereinabove, in the event that Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or May 31, 2006 for any reason within the reasonable control of Landlord or any reason other reasonthan omissions, then delays or defaults caused by Tenant or its employees, agents or contractors, Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within right, upon not less than ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space prior written notice, to Tenantterminate and cancel this Lease and thereby releasing both parties from any further obligations.

Possession. (a) A. If Tenant exercises its right to lease the Offer Space and Landlord is unable to cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises and Common Areas to the Tenant by reason on the Commencement Date of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Term, this Lease shall not be void or voidable, nor shall the Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any of the Offer Spacedamage resulting therefrom. Under such circumstances, all rent (iiincluding without limitation utilities, Taxes and Operating Costs) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space provided for herein shall not commence until Landlord shall the Premises and Common Areas have been delivered to Tenant and no such failure to deliver vacant possession on the commencement Date of the Offer Space to Tenant. The terms set forth in Term shall affect the preceding provisions validity of this Section 37.5 are intended to constitute “an express provision to Lease or the contrary” within the meaning of Section 223-a obligations of the New York Real Property Law Tenant hereunder, and the Term shall be extended accordingly, provided however if the Premises and Common Areas have not been substantially completed on or any successor Requirement. before April 1, 2001, then in such event, Tenant shall be entitled to a credit equal to two (b2) days rent for each day until substantial completion and delivery of the Premises and Common Areas. Notwithstanding anything to the contrary contained in this Section 37.5herein, if the parties hereby agree and acknowledge that Landlord shall have failed not be obligated to deliver possession thirty (30) of such Offer Space the nine hundred (900) parking spaces on the Commencement Date, it being agreed and understood that Landlord shall deliver said thirty (30) parking spaces within thirty (30) days after the Commencement Date. B. Notwithstanding the provisions of Section 3.A hereof, in the event of any of the following: (i) Landlord fails to close its construction loan in the amount of $21,469,000 with Bank of America within sixty (60) days of the date hereof; Landlord hereby agreeing to deliver evidence of the same to Tenant within sixty-five (65) days of the date hereof; or (ii) Landlord fails to obtain any necessary federal, state and local licenses, permits, and approvals, including without limitation the issuance of a building permit allowing commencement of construction of the Building from the City of Phoenix on or before June 9, 2000 and the issuance of a building permit allowing construction of that portion of the parking areas serving the Building located on the Additional City of Phoenix Land (as hereinafter defined) from the City of Phoenix on or before June 30, 2000. Landlord represents that as of the date of execution hereof, the only license, permit or approvals required to commence construction of the Building and Common Areas are two (2) building permits from the City of Phoenix, Landlord represents, warrants and covenants that it shall obtain the building permit for the Building no later than June 9, 2000 and agrees to deliver a copy of said building permit to Tenant no later than June 10, 2000. Landlord further agrees on or before June 30, 2000 to obtain the building permit required to perform work on the additional parcel of Land (“Additional City of Phoenix Land”) acquired by Landlord from the City of Phoenix on June 30, 2000 (which Additional City of Phoenix Land is included within the Land described on Appendix “A” attached hereto) and to obtain an amendment to its site plan on or before June 30, 2000 and to deliver a copy of the building permit for the Additional City of Phoenix Land and the site plan approval to Tenant on or before July 10, 2000; or (iii) Landlord fails to commence steel erection on or before June 30, 2000; or (iv) Landlord fails to substantially complete construction of the Building and Common Areas and deliver possession thereof on or before September 1, 2001; then in the event of any of the foregoing events, Tenant may elect to terminate this Lease on written notice to Landlord in which case the parties hereto shall have no further obligations hereunder, provided however to the extent of any Tenant Delay (as defined in the Workletter), the foregoing time periods shall be extended accordingly. Any Force Majeure Event as provided in Section 26 hereof shall not delay or extend any of the foregoing dates. Notwithstanding the immediately preceding sentences, any Force Majeure Event as provided in Section 26 hereof shall extend the dates set forth in subsections (iii) and (iv) only for a period not to exceed thirty (30) days thereafter. C. The Premises and Common Areas shall be substantially complete only if and when the following have occurred: (a) The Landlord’s Work together with the Common Areas and (b) the Tenant’s Work are substantially complete and so certified by the Landlord’s architect in the form of AIA Certificate of Substantial Completion No. G704 and by Landlord’s general contractor, and verified by Tenant’s architect, with the exception of Punch List Work (as defined in the Workletter), which Punch List work may include but is not limited to the monument signage and minor portions of the landscaping, which Punch List Work shall be fully completed by Landlord within thirty (30) days without material interference to Tenant, provided however that to the extent that any item of Punch List Work cannot be completed within thirty (30) days despite Landlord’s diligent efforts, as a result of matters outside Landlord’s reasonable control, such as long lead times or back ordered materials for example, said thirty (30) day period shall be reasonably extended; and (ii) the premises are broom clean and free of debris; and (iii) a temporary or permanent certificate of occupancy has been issued from the Jurisdiction in which the Property is located, provided that in the case of a temporary certificate, Tenant’s right to occupancy shall not be revocable as a result in delay or failure to satisfy the conditions necessary to cause the issuance of a permanent certificate of occupancy; and (iv) all utilities required for use of the Premises have been brought by Landlord to the utility switching points; and (v) all Common Areas and Park Common Areas serving the Building, including without limitation the parking and landscaping, have been substantially completed except for minor items of Punch List Work, which shall be fully completed by Landlord as provided in Section 3.(c).(i) hereof. It is further understood that within 48 hours prior to initial occupancy, the parties shall jointly inspect the Premises and Common Areas and prepare a list of Punch List work to be completed by Landlord as heretofore provided. Tenant agrees to provide a supplemental list of Punch List Work within one hundred twenty (120) days after occupancy encompassing all items not then completed except for latent defects. Landlord further agrees to obtain a permanent certificate of occupancy as soon as reasonably possible and in no event prior to expiration of the temporary certificate of occupancy. D. Landlord hereby warrants and guaranties at its sole cost and expense that the Landlord’s Work and the Tenant’s Work shall be free from defects for a period of one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason or such later date that all of the holding over or retention foregoing work has been completed. In addition, Landlord agrees to provide Tenant prior to the Commencement Date with copies of possession all contractors’, suppliers’ and manufacturers’ warranties and to enforce all contractors’, suppliers’ and manufacturers’ warranties for the benefit of any tenant or other occupant or Tenant for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before entire length of the date that shall be thirty (30) days after the end warranty period. The enforcement of said warranties during the aforesaid one (1) year period unless prior shall be at Landlord’s sole cost and expense. In addition, Landlord agrees to repair at its sole cost and expense any latent defects in any of the foregoing work promptly after receipt of notice from Tenant, provided such notice is received from Tenant within three (3) years of the Commencement Date or such later date that all the work has been completed. E. If the Commencement Date is delayed beyond April 1, 2001, if the measurement of the Premises results in a change in the rentable square feet, or if the amount of the Base Rent is changed due to a change in the rentable square feet as otherwise specifically provided herein, the parties agree to execute a certificate memorializing the same. Prior to the giving Commencement Date, the parties shall jointly execute a certificate setting forth the Commencement Date, the rentable square feet of such notice or the Premises and the Base Rent. Tenant shall have the right to measure the Premises within ten thirty (1030) days thereafter of the completion of the steel erection in order to verify the measurement of the Premises. F. In order to guarantee Landlord’s obligations to construct the Landlord’s Work and Tenant’s Work and to perform all of its construction obligations described in Section 3 of this Lese and the Workletter attached hereto as Appendix “C”, Landlord hereby acknowledges and agrees to furnish to Tenant concurrently with the execution of this Lease, a construction completion guaranty in the form attached hereto as Attachment “E” to the Workletter from Alter Design Builders, L.L.C. for all work performed or to be performed by Landlord and Alter Design Builders, L.L.C., pursuant to the terms and provisions of Section 3 hereof, including, without limitation, the warranties set forth in Section 3 hereof and the Workletter. G. All Tenant’s Work including, but not limited to, areas of raised computer flooring and underfloor cabling, electrical distribution and ductwork shall be part of the Premises (and shall remain therein at the end of the Term), except for Tenant’s business fixtures, equipment and personal property (which such personal property shall include, without limitation, telephone and computer systems), all of which business fixtures, equipment and personal property shall remain the property of the Tenant and shall be removed at the expiration of the Term. Tenant’s Plans shall have delivered vacant possession of such Offer Space to Tenantthe meaning set forth in the Workletter attached hereto and incorporated herein by reference.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth The Lessee shall not sublease, or otherwise in the Offer Notice as the date on which Landlord anticipates delivering any manner deliver, relinquish or transfer possession of the Offer Space Airframe or any Engine leased hereunder to Tenant by reason any Person or install any Engine, or permit any Engine to be installed, on any airframe other than the Airframe, during the Term, without the prior consent of the holding over Lessor, which consent may be withheld in its sole discretion, provided, however, that so long as (A) only in the case of clause -------- ------- (x) below, no Specified Default shall have occurred and be continuing, (B) no Event of Default shall have occurred and be continuing, (C) as long as the Indenture is in effect, the action to be taken shall not deprive the Indenture Trustee of the first priority Lien (subject to Permitted Liens) of the Indenture on the Airframe or retention any Engine, (D) all approvals, consents or authorizations required from the Aeronautical Authority in connection with any such sublease or such delivery, transfer or relinquishment of possession of any tenant have been obtained and remain in full force and effect and (E) the Lessee shall continue to comply or occupant cause a Permitted Sublessee to comply with all of the Offer Space requirements of this Lease, the Lessee (or, except in the case of clause (x) below, any Permitted Sublessee) may, without the prior consent of the Lessor: (i) Landlord enter into a charter or wet lease or other similar arrangement under which the Lessee (or such Permitted Sublessee) has operational control of the Airframe and any Engines installed thereon in the ordinary course of the Lessee's business (which shall not be liable to Tenant for any failure by considered a then existing tenant or occupant to vacate any transfer of possession hereunder), provided that (x) the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s Lessee's obligations under this Lease and such Permitted Sublessee's obligations under the relevant Sublease shall continue in full force and effect notwithstanding any such charter or wet lease or other similar arrangement and (y) the transferee's rights shall be expressly subject and subordinate to the rights of the Lessor and the Indenture Trustee under the Operative Agreements; (ii) deliver possession of the Airframe or any Engine or any Part to the manufacturer thereof or to any organization for testing, service, repair, maintenance, overhaul work or other similar purposes or for alterations or modifications or additions required or permitted by the terms of this Lease; (iii) subject the Airframe and any Engines installed thereon to interchange agreements (provided that (w) such interchange agreement is applicable to other similar property owned by or leased to the Lessee and is customary in the airline industry and entered into by the Lessee in the ordinary course of its airline business, (x) any such interchange agreement with respect to the Premises and the Offer Space Airframe shall not be affected thereby except that result in the term Lessee (or a Permitted Sublessee) being out of possession of the lease Airframe for a period of more than two (2) consecutive days at any one time; (y) such interchange agreement is entered into with a Permitted Sublessee; and (z) the party to such interchange agreement is not then subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such interchange agreement is entered into) or any Engine to interchange or pooling agreements or arrangements which are applicable to other similar property owned by or leased to the Lessee (or such Permitted Sublessee) and are customary in the airline industry and entered into by the Lessee (or such Permitted Sublessee) in the ordinary course of its airline business with any Permitted Sublessee, provided, that (A) no such -------- agreement or arrangement shall under any circumstances result in, contemplate or require the transfer of title to the Aircraft, Airframe or any Engine or terminates or impairs the first priority Lien of the Indenture on the Aircraft, Airframe or any Engine and (B) if the Lessor's title to the Airframe or any Engine shall nevertheless be divested or the first priority Lien of the Indenture therein shall be terminated or impaired under or by reason of any such agreement or arrangement (in the case of clause (A) and (B), no such termination or impairment being deemed to arise as a result of the existence of any Permitted Lien), such divestiture shall be deemed to be an Event of Loss with respect to the Offer Space Airframe or such Engine as the case may be and the Lessee shall comply with Section 7(e) hereof in respect thereof; (iv) install an Engine on an airframe owned by the Lessee (or such Permitted Sublessee) free and clear of all Liens except (A) Permitted Liens, (B) those which apply only to the engines (other than the Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the aircraft as an entirety), and (C) those created by the rights of other air carriers under normal interchange or pooling agreements or other arrangements customary in the airline industry which do not contemplate, permit or require the transfer of title to such airframe or engines installed thereon, provided that the first -------- priority Lien of the Indenture on such Engine shall not commence until Landlord be terminated or impaired as a result thereof (no such termination or impairment being deemed to arise as a result of the existence of any Permitted Lien); (v) install an Engine on an airframe, leased to the Lessee (or such Permitted Sublessee) or purchased by the Lessee (or such Permitted Sublessee) subject to a conditional sale or other security agreement, but only if (A) such airframe is free and clear of all Liens, except (i) the rights of the parties to such lease, or any such secured financing arrangement, covering such airframe and (ii) Liens of the type permitted by Section 5(b)(iv) and (B) Lessee (or such Permitted Sublessee) shall deliver vacant have received from the lessor, mortgagee, secured party or conditional seller, in respect of such airframe, a written agreement (which may be a copy of the lease, mortgage, security agreement, conditional sale or other agreement covering such airframe), whereby such Person agrees that it will not acquire or claim any right, title or interest in, or Lien on, such Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to this Lease or is owned by Lessor, provided that the -------- first priority Lien of the Indenture on such Engine shall not be terminated or impaired as a result thereof (no such termination or impairment being deemed to arise as a result of the existence of any Permitted Lien); (vi) install an Engine on an airframe, owned by the Lessee (or such Permitted Sublessee), leased by the Lessee (or such Permitted Sublessee) or purchased by the Lessee (or such Permitted Sublessee) subject to a conditional sale or other security agreement under circumstances where neither clause (iv) nor clause (v) above is applicable, provided that any -------- such installation (so long as the same shall be continuing) shall be deemed an Event of Loss with respect to such Engine and the Lessee shall comply with Section 7(e) hereof; (vii) transfer possession of the Offer Space Airframe or Engine to Tenantthe United States of America or any instrumentality thereof pursuant to the Civil Reserve Air Fleet Program (as established and administered pursuant to Executive Order 11490, as amended, as superseded by United States Executive Order No. The terms set forth 12656) or any similar or substitute program ("CRAF Program"), in which event Lessee (or such Permitted Sublessee) shall promptly notify Lessor and Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program in writing of any such transfer of possession and, in the preceding case of any transfer pursuant to the CRAF Program, in such notification shall identify by name, address and telephone numbers the Contracting Office Representatives of the Military Airlift Command of the United States Air Force to whom notices must be given and to whom requests or claims must be made to the extent applicable under the CRAF Program; (viii) transfer possession of the Airframe or any Engine to the United States of America, or to a foreign government, when required by Applicable Law in the circumstances referred to in clause (iv) or (v) of the definition of an Event of Loss (it being understood that nothing in this clause (viii) shall relieve the Lessee from its obligations under Section 8(a) if such transfer becomes an Event of Loss), in which event Lessee shall promptly notify Lessor and Indenture Trustee in writing of any such transfer of possession; (ix) [Reserved]; (x) subject to the provisions of this Section 37.5 are intended 5(b), enter into a sublease with respect to constitute “an express provision any Engine or the Aircraft or engines then installed on the Airframe to any Permitted Sublessee if (A) Lessee shall provide written notice to Lessor, Owner Participant and Indenture Trustee at least 10 days prior to entering into any such sublease, (B) in any such case, the sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (C) in the event that the sublessee under such sublease is a foreign air carrier or Person based in a country other than the ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ maintains normal diplomatic relations with the country in which such proposed sublessee is principally based at the time such sublease is entered into and (D) in the event that the sublessee under such sublease is a foreign air carrier or Person based in a country other than the United States, prior to the contrary” effectiveness of such sublease Lessor shall have received an opinion (in form and substance reasonably acceptable to Lessor) of counsel to Lessee (reasonably acceptable to Lessor) to the effect that (I) the terms of the proposed sublease will be legal, valid, binding and (subject to customary exceptions) enforceable against the proposed sublessee in the country in which the proposed sublessee is principally based, (II) there exist no possessory rights in favor of the Lessee or the sublessee under such sublease under the laws of such sublessee's country of domicile or any third party, including any government or instrumentality thereof that would, upon bankruptcy or insolvency of or other default by the Lessee and assuming that at such time such sublessee or third party is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with and when permitted by the terms of Section 17(a) upon the exercise by Lessor of its remedies under Section 17(a), (III) the laws of such sublessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of or title to such Engine or the Aircraft in the event of the requisition by such government of such use or title (it being understood that in the event such opinion cannot be given in a form reasonably satisfactory to the Lessor and the Owner Participant, such opinion will be waived if insurance reasonably satisfactory to the Lessor and the Owner Participant is provided to cover such requisition), (IV) the laws of such sublessee's country of domicile would give recognition to Lessor's title to such Engine or the Aircraft, to the Lien of the Indenture Trustee in such Engine or the Aircraft and to the registry of such Engine or the Airframe in the name of Lessor (or Lessee, as "lessee", or the proposed sublessee, as appropriate), (V) all filings, if any, required to be made and necessary actions, if any, have been taken in such jurisdiction in connection with the execution of such sublease in order to protect the first priority security interest (subject to Permitted Liens) of the Indenture Trustee in and to the Aircraft and interest of Lessor and the Indenture Trustee in such Engine or the Aircraft have been made, (VI) it is not necessary for the Owner Participant, Lessor, the Indenture Trustee or the Loan Participant to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (VII) the agreement of such Permitted Sublessee that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Sublessee under Applicable Law of such country, and (VIII) there is no tort liability for owners not in possession of aircraft in such country more onerous than under the laws of the United States or any state thereof (it being agreed that in the event such opinion cannot be given in a form reasonably satisfactory to the Lessor and the Owner Participant, such opinion will be waived if insurance reasonably satisfactory to the Lessor and the Owner Participant is provided to cover the risk of such tort liability); provided that no such sublease shall be made to a -------- Permitted Sublessee of the type described in clause (b) of the definition thereof that is not domiciled in the United States or of the type described in clause (b) of the definition of Permitted Air Carrier or to any tax exempt entity within the meaning of Section 223-a 168(h) of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything Code prior to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one Recovery Period, unless the Lessee prepays on a lump sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease will continue for the full term of such sublease; (1) year period unless the rights of any transferee who receives possession by reason -------- of a transfer permitted by this Section 5(b) (other than by a transfer of an Engine which is deemed an Event of Loss) shall be subject and subordinate to all the terms of this Lease; (2) the Lessee shall remain primarily liable hereunder for the performance of all the terms and conditions of this Lease and all of the terms and conditions of this Lease and the other applicable Operative Agreements shall remain in effect; (3) no sublease or transfer of possession otherwise in compliance with this Section 5(b) shall (A) result in any registration or re- registration of the Aircraft except to the extent permitted by Section 5(e) or the maintenance, operation or use thereof except in compliance with Sections 5(c) and 5(d), (B) permit any action not permitted to the Lessee hereunder, (C) extend beyond the end of the Term (except to the extent that the Lessee shall have irrevocably committed to exercise a purchase option in accordance with the terms hereof) or (D) contain any purchase option exercisable at an earlier date or at a lower price than such date or price, as the case may be, as permitted under Section 13(b) hereof; (4) if any such sublease or transfer of possession shall, in the reasonable opinion of any Participant, result in any risk of adverse tax consequences, the Lessee shall, prior to entering into the same, provide an indemnity satisfactory in form and substance to such Participant against any such adverse tax consequences; (5) the Lessee shall provide evidence reasonably satisfactory to Lessor and Owner Participant that the insurance required by Section 9 remains in effect and for the purpose of Lessor's and Owner Participant's review of such insurance requirements, the Lessee shall, at least five (5) days prior to the giving date of such notice or within ten any sublease permitted under this Section 5(b), provide to Lessor and Owner Participant, forms of the broker's report and insurance certificates required by Section 9(g); (106) days thereafter Landlord all necessary documents shall have delivered vacant possession been duly filed or recorded in applicable public offices and all other necessary action shall be taken as may be required to preserve the title of Lessor to the Airframe and Engines and to preserve and protect the first priority Lien (subject to Permitted Liens) of the Indenture Trustee in the Airframe and the Engines; and (7) Lessee shall reimburse Lessor, Owner Participant, Loan Participant and Indenture Trustee, on an After Tax Basis, for all of their reasonable out-of-pocket costs and expenses (including, without limitation, reasonable counsel fees and disbursements) in connection with any such Offer Space to Tenant.sublease or transfer. In the case of any sublease permitted under this Section 5(b), the Lessee will include in such sublease appropriate provisions which (a) make such sub

Possession. Tenant has inspected the Expansion Space and agrees to accept the same "as is" without any agreements, representations, understandings or obligations an the part of Landlord to perform any alterations, repairs or improvements except as expressly provided in any separate agreement that may be signed by the parties in connection herewith. Any construction, alterations or improvements made to the Expansion Space by Tenant shall be subject to Landlord's prior written approval including without limitation, approval of the plans, specifications, contractors and subcontractors therefor, and all applicable terms and conditions of the Lease relating to construction, alterations or improvements of the Premises, and such other reasonable requirements or conditions as Landlord may impose. During any period that Tenant shall be permitted to enter the Expansion Space prior to the Commencement date other than to occupy the same (a) e.g., to perform alterations or improvements), Tenant shall comply with all terms and provisions of the Lease, except those provisions requiring payment of Expansion Space Rent. If Tenant exercises its right shall be permitted to lease enter the Offer Expansion Space prior to the Commencement Date for the purpose of occupying the same, Expansion Space Rent shall commence on such date; if Tenant shall commence occupying only a portion of the Expansion Space prior to the commencement Date, such rent and Landlord is unable to deliver possession charges shall be prorated based on the date set forth in number of rentable square fee occupied by Tenant. The Commencement Date shall be delayed and Expansion Space Rent shall be abated to the Offer Notice as the date on which extent that Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space fails: (i) to substantially complete any improvements to the Expansion Space required to be performed by Landlord shall not be liable to Tenant for under any failure separate agreement signed by a then existing tenant both parties in connection herewith, or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer the Expansion Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then including but not limited to holding over by prior occupants, except to the extent that Tenant, its contractors, agents or employees in any way contribute to either such failures. If Landlord so fails for a ninety (90) day initial grace period, or such additional time as may be necessary due to strikes, acts of God, shortages of labor or materials, governmental requirements, acts or omissions of Tenant, its contractors, agents or employees, or other causes beyond Landlord's reasonable control, Tenant shall have the right to withdraw its Acceptance Notice terminate this Tenant Expansion Agreement by written notice thereof given on or before to Landlord any time hereafter up until Landlord substantially completes any such improvements and delivers the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Expansion Space to Tenant. Any such delay in the Commencement Date shall not subject Landlord to any liability for any loss or damage resulting therefrom, and Tenant's sole remedy with respect thereto shall be the abatement of Expansion Space Rent and right to terminate this Agreement described above. Upon any such termination, landlord and Tenant shall be entirely relieved of their obligations hereunder and any Additional Security Deposit and Expansion Space Rent payments shall be returned to Tenant. If the Commencement Date is delayed, the Expiration Date under the Lease shall not be similarly extended, unless the parties expressly agree in writing.

Possession. (a) Sublandlord shall use reasonable efforts to tender possession of each Phase of the Sublease Premises to Subtenant on or before the Commencement Date for such Phase, vacant of all occupants and in the condition required by section 6 below. If Tenant exercises its right requested by Sublandlord, Subtenant shall execute an amendment to lease this Sublease setting forth the Offer Space actual Commencement Date for a Phase and Landlord is unable the Base Rent then applicable to such Phase; provided, however, that Subtenant's failure to execute such an amendment shall not affect Subtenant's obligations under this Sublease. If Sublandlord, for any reason whatsoever, fails to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of any Phase of the Offer Space Sublease Premises to Tenant Subtenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space Commencement Date for such Phase, then (i) Landlord this Sublease shall not be void or voidable, (ii) Sublandlord shall not be liable to Tenant Subtenant for any failure by a then existing tenant loss or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space damage resulting therefrom and (iii) Tenant’s obligations under the Term of this Lease Sublease shall not be extended. However, in that event, the Commencement Date for such Phase shall be delayed until the date on which Sublandlord tenders possession of such Phase to Subtenant, and Subtenant shall not be liable for the payment of Rent with respect to such Phase until the Premises and Commencement Date for such Phase has occurred. Notwithstanding the Offer Space foregoing, (x) Sublandlord shall not be affected thereby except that the term have a period of two weeks from completion of the lease with respect second floor demising wall (described in paragraph (B)(1)(b) of Exhibit D hereto) to relocate its operations to the Offer Space shall not commence until Landlord shall deliver vacant second floor of the Phase 4 Premises, without such period constituting a delay by Sublandlord in tendering possession of the Offer Space to Tenant. The terms set forth Sublease Premises, and (y) if Sublandlord is delayed in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver tendering possession of such Offer Space a Phase on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth for such Phase as a result of the act or omission of Subtenant, then the Commencement Date for such Phase shall be the date on which the Commencement Date for such Phase would have occurred in the Offer Notice absence of such delay by reason Subtenant. Sublandlord acknowledges that Sublandlord will be able to relocate its operations from the Phase 1, 2 and 3 portions of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have Sublease Premises into the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end Phase 4 portion of the aforesaid one Sublease Premises when the demising walls for the second floor portion of Phase 4 (described in paragraph (B)(1)(b) of Exhibit D hereto) are complete and the first floor portion of Phase 4 is separately demised and secure. Such first floor demising work sufficient to enable Sublandlord to vacate the first floor portions of Phases 1, 2 and 3 may be satisfied by Subtenant either completing the first floor demising wall described in paragraph (B)(1)(a) year period unless prior of Exhibit D hereto or installing temporary partition walls (reasonably acceptable to the giving Sublandlord to separate and provide security for such area) pending completion of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantfirst floor demising wall.

Possession. (a) 5.1 Landlord shall tender possession of each Phase upon Substantial Completion of such Phase. If Tenant exercises its right to lease Landlord’s Work for any such Phase is not Substantially Complete on or before the Offer Space and Landlord is unable to deliver possession on the date Estimated Term Commencement Date for such Phase set forth in the Offer Notice Section 2.8, then except as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over set forth in this Section 5.1, this Lease shall not be void or retention of possession of any tenant or occupant of the Offer Space (i) voidable and Landlord shall not be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any of damage resulting therefrom. (a) Notwithstanding the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewithforegoing, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover Landlord has failed to Substantially Complete the 410 Work or other proceedings against such tenant the 420 Work on or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease prior to the Estimated Term Commencement Date with respect to the 410 Work or the 420 Work (as the case may be and subject to extension to the extent Landlord has been delayed in the performance of such 410 Work or 420 Work by Tenant Delay), and provided that Tenant has not elected to exercise its self-help rights (as permitted under Section 4.6 for the Phase under consideration) to perform the Self-Help Completion Work, then the Rent Commencement Date for the Initial Premises shall be deferred (in addition to any deferrals in the Rent Commencement Date otherwise provided in this Lease) by a number of calendar days equal to the sum of: (i) the number of Force Majeure and Unknown Conditions Delay Days, and (ii) the number of days for such Phase as is set forth in the chart below (such days under clauses (i) and (ii) above, for purposes of subsection (a) and (b) of this Section 5.1, and for purposes of Section 10.2 being referred to as “Rent Commencement Deferral Days”); with the understanding that disputes over the determination of the Rent Commencement Deferral Days and the Offer Space shall not be affected thereby except that the term causes of the lease underlying delays with respect thereto shall be determined by arbitration under Section 50 of the Lease and with the further understanding that in the event that both 410 Work and the 420 Work are deferred beyond the Estimated Term Commencement Dates with respect to such Work, then the Rent Commencement Date shall be deferred by a number of Rent Commencement Deferral Days in accordance with this Section 5.1(a) solely with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession Phase with the largest number of Rent Commencement Deferral Days: Portion of Landlord’s Work Number of Rent Commencement Deferral Days for each of the Offer Space to Tenant. The terms set forth in the preceding provisions first 30 Unexcused Delay Days (Unexcused Delay Days 1-30): Number of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a Rent Commencement Deferral Days for each of the New York Real Property Law or any successor Requirement. second 30 Unexcused Delay Days (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession Unexcused Delay Days 31-60): Number of such Offer Space on or before the date which is one (1) year Rent Commencement Deferral Days for each Unexcused Delay Day after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty first 60 Unexcused Delay Days (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.Unexcused Delay Days 61 and greater): 410 Work 1 Day 2 Days 3 Days 420 Work 1 Day 2 Days 3 Days

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to Lessor for any reason cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Demised Premises to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space Lessee on or before the date which is one (1) year after Target Commencement Date, then except as provided below, Lessor shall not be subject to any liability therefor; nor shall such failure affect the anticipated Offer Space Commencement Date set forth in validity of this Lease or the Offer Notice by reason obligations of Lessee hereunder; provided Lessee shall not be obligated to pay rent until possession of the holding over or retention of Demised Premises is tendered to Lessee. Notwithstanding the foregoing, if Lessor has not delivered possession of any tenant or other occupant or for any other reasonthe Demised Premises within one hundred twenty (120) days from the Target Commencement Date, then Tenant shall have the right at Lessee's option, to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be exercised within thirty (30) days after the end expiration of said 120-day period, this Lease shall terminate and upon Lessor's return of any monies previously deposited by Lessee the parties shall have no further rights or liabilities towards each other. Notwithstanding the foregoing sentence, if Lessor is unable to deliver possession of the aforesaid one (1) year Demised Premises to Lessee within the 120-day period unless due to delays caused by Lessee or material shortages, labor strikes, or other reasons beyond Lessor's control, the 120-day period shall be extended by the number of days of delay experienced by Lessor. If Lessor is unable to deliver possession of the Demised Premises to Lessee prior to the giving Target Commencement Date, and such failure is the result of causes within the reasonable control of Lessor, if and to the extent Lessee (or Group Data Administrators, Inc.) is required to pay holdover rent at its current premises, at 915 118th S.E. in Bellevue, Washington, in excess of the rent currently payable by Lessee pursuant to its lease thereof, Lessor shall reimburse Lessee (or Group Data Administrators, Inc.) for the amount of such notice or within ten (10) days thereafter Landlord excess rent on a monthly basis upon the presentation to Lessor of an invoice specifying the amount thereof; provided, Lessee shall have delivered vacant possession use reasonable efforts to negotiate with its Lessor a holdover rent not in excess of such Offer Space that which Lessee is presently paying pursuant to Tenantits lease.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to The Seller shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Property to Tenant by reason of the holding over Township at the closing. The parties acknowledge that the Property is or retention of possession of any tenant may be currently subject to one or occupant of more leases. Seller agrees to cause all such leases to be terminated at or prior to closing such that, at the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Spaceclosing, (ii) Landlord shall use commercially reasonable efforts to obtain and Seller will deliver to Tenant vacant possession of the Offer Space within ninety (90) days after property free and clear of all leases, options and rights of third parties whatsoever, except for any easements and restrictions of record that are approved by the anticipated availability date Township as stated by Landlord provided in Section 3, above. Seller will execute an owner’s affidavit in the Offer Notice and in connection therewith, if appropriate in LandlordTitle Company’s good faith judgment, institute and diligently prosecute a holdover customary form as may be required to allow the Title Company to insure that the Property is free of any leases or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth third party possessory rights in the preceding provisions of this title policy issued at closing pursuant to Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement3. (b) Notwithstanding anything The Township acknowledges that the greenhouses and all irrigation equipment, including pumps, pipes and sprinklers (the "Personal Property"), are not included in the sale and will remain the personal property of the Seller, subject to the contrary contained in following provisions of this Section 37.55(b). The Township will allow the Seller to store the Personal Property on the Property after the closing until no later than June 1, 2021 without payment of any rent; provided, however, that the Township shall have no duty to insure or protect the Personal Property and the Seller hereby releases the Township for any loss or damage to the Personal Property not intentionally caused by the Township. The Township will allow the Seller to enter the Property with not less than 72 hours' prior notice in order to remove the Personal Property at any time on or prior to June 1, 2021. If any of the Personal Property remains on the Property after June 1, 2021, then title to such Personal Property will be deemed to automatically vest in the Township without further action by the parties, and the Township will be entitled to sell or dispose of the remaining Personal Property, as it sees fit, without any obligation to account to Seller for the value of such remaining Personal Property, if Landlord shall have failed to deliver possession of such Offer Space on or before any. If the date which is one (1) year Seller enters the Property after the anticipated Offer Space Commencement Date set forth closing to remove the Personal Property, then the Seller will hold the Township harmless from and indemnify it against any damage to the Property that may be caused in the Offer Notice by reason removal of the holding over Personal Property or retention of possession of any tenant liability for property damage or other occupant or for any other reasonpersonal injury, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of including death, associated with such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantentry.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to will deliver possession on of the date Premises to Tenant within one business day after the mutual execution of this Lease and Tenant’s delivery to Landlord of the Security Deposit, the portion of Tenant’s first month’s rent set forth in Section 8 of this Lease, and the Offer Notice certificates of insurance required by this Lease. Tenant has thoroughly inspected the Premises and accepts the Premises in its as-is condition with no right to require Landlord to perform any work to the Premises, other than Landlord’s obligation to replace the HVAC units as provided in this paragraph and except as otherwise expressly provided below in this paragraph. From the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of initially takes possession of any tenant or occupant portion of the Offer Space (i) Landlord shall not Premises, Tenant will be liable solely responsible for all utilities and services provided to Tenant for any failure by a then existing tenant the Project and payment or occupant to vacate any reimbursement of the Offer Spacecosts for all such items. Tenant waives all warranties, whether express or implied (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession including any warranties of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewithmerchantability or fitness for a particular purpose), if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and Premises, except as follows: (a) Landlord represents that to its actual knowledge the Offer Space shall Project does not be affected thereby except that the term contain any Hazardous Materials in violation of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. Applicable Regulations, (b) Landlord represents that the plumbing, electrical, and life-safety systems (the “Building Systems”) at the Project are, or by the Rent Commencement Date will be, in good working order, and (c) before the Rent Commencement Date, at Landlord’s cost, Landlord shall replace the existing HVAC box car units at the Project with new HVAC units capable of approximately 200 tons of capacity. Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in this Lease, Tenant is not obligated to pay for and Landlord will pay for any repair or replacement costs incurred during the Offer Notice 12 months after the Rent Commencement Date resulting from defects in the Building Systems, except to the extent that such repairs or replacements are necessitated by reason Tenant’s use of the holding over Building Systems in excess of their capacity or retention of possession of by Tenant’s negligence or willful misconduct (and this sentence does not affect Tenant’s obligations to pay all normal maintenance costs during such one-year warranty period for the Building Systems). Landlord shall assign its rights to Tenant, on a non-exclusive basis, under any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior roof and HVAC warranties with respect to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantProject.

Possession. 6.1 Before possession is offered the Vendor shall make timely and necessary application(s) to the concerned authorities and/or bodies and shall: (a) If Tenant exercises its right to lease Obtain completion certificate from the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except Architect certifying that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementUnit is fit for occupancy and for taking possession. (b) Notwithstanding anything Apply for Occupancy Certificate from the Kolkata Municipal Corporation. (c) Obtain water, drainage, sewerage, electric and other essential services connected to the contrary contained Said Unit. 6.2 It is however agreed by and between the parties hereto, that the Vendor shall not be responsible or accountable or to be held liable for any delay in this Section 37.5, if Landlord approving and/or processing of above mentioned application(s) by the concerned authorities and such delays shall not form part of (or included in) the time limit set out in Clause 5.1. 6.3 The Purchaser shall unless he/she/they/it takes possession earlier be deemed to have failed to deliver taken possession of such Offer Space on or before the Said Unit upon expiry of 15 (Fifteen) days from the date which is one (1) year of notice for delivery of possession by the Vendor to the Purchaser, hereinafter called the Date of Possession, irrespective of when the Purchaser takes actual physical possession of the Said Unit. PROVIDED THAT such notice for possession shall be issued by the Vendor to the Purchaser after complying with its obligations in terms of this Agreement. 6.4 The Purchaser agrees to take possession of the anticipated Offer Space Commencement Date set forth Said Unit notwithstanding completion of all Common Areas & Facilities in the Offer Notice by reason said New Building. The moment the Unit of the holding over Purchaser shall be habitable for use, the same shall be deemed to have been ready for possession irrespective of whether all the Common Areas & Facilities are complete or retention not. 6.5 At the request of the Purchaser, the Vendor may at its option and subject to such conditions as it may deem fit, allow the Purchaser to have temporary access to the Said Unit for interiors and furniture works at its own costs PROVIDED THAT the Purchaser has made full payment of the Sale Price, Extras and Deposits and has also completed the registration of the Said Unit. The Purchaser shall complete the interiors and furniture works without disturbing or causing inconvenience to the Vendor or purchasers / occupants of other Units and without making any change in the structure and construction of the Said Unit. During such period the Vendor shall continue to be in possession of any tenant the Said Unit and the Purchaser shall only have a revocable and temporary license to have access to the Said Unit for the aforesaid limited purpose and shall not be entitled to actually occupy, use or other occupant or for any other reasonenjoy the Said Unit, then Tenant shall have till possession is given by the right to withdraw its Acceptance Notice Vendor by written issuing the notice thereof given of possession. Cost incurred towards electricity and cleaning charges on or before the date that this account shall be thirty (30) days after reimbursed by the end of the aforesaid one (1) year period unless prior Purchaser to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantVendor.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date hereinabove specified for commencement of the Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Premises by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord's control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement and shall extend the termination date by periods equal to those which shall have elapsed between and including the date hereinabove specified for commencement of the Term hereof and the date on which possession of the Premises is one (1) year after delivered to the anticipated Offer Space Commencement Date set forth Tenant. The rentals herein reserved shall commence on the first day of the Term, provided, however, in the Offer Notice event of any occupancy by reason Tenant prior to the beginning of the holding over or retention Term, such occupancy shall in all respects be the same as that of possession a tenant under this Lease Agreement, and the rental shall commence as of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant's failure to agree to the Plans or any delay caused by a party employed by or the agent of Tenant, or by Tenant's failure to pay for the costs of the Tenant Improvements requested by Tenant subsequent to approval of the Plans, then in such case the rental shall be accelerated by the number of days of such delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlord shall have no responsibility or liability for loss or damage to fixtures, facilities or equipment installed or left on the Premises. By occupying the Premises as a Tenant, or to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease Agreement, except items which are not in compliance with Exhibit A-3 and for which Tenant has given Landlord a written "punch list" within thirty (30) days after the end of Tenant's first occupancy of the aforesaid one Premises. Should the commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other than the first day of a calendar month, then in that event solely for the purposes of computing the Term of this Lease Agreement, the commencement date of the Term shall become and be the first day of the first full calendar month following the date when Tenant's rental obligation commences, or the first day of the first full calendar month following the commencement date set out in Article 1 (if such is other than the first date of a calendar month), whichever date is later, and the termination date shall be adjusted accordingly; provided however, that the termination date shall be the last day of a calendar month, which date shall in no event be earlier than the termination date set out in Article 1) year period unless prior to . Immediately after Tenant's occupancy of the giving Premises the Landlord and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental, the square footage of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession the Premises, and delivery of such Offer Space to Tenantthe Premises in the condition required by this Lease Agreement.

Possession. (a) If Tenant exercises its right the Landlord, for any reason whatsoever, cannot cause the Commencement Date to lease occur by the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Expected Occupancy Date, this Lease shall not be liable to Tenant for any failure by a then existing tenant void or occupant to vacate any voidable, nor shall the expiration date of the Offer Spaceabove term be in any way extended, (ii) Landlord but in that event, excepting delays caused by Tenant, all rent shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession be abated during the period between the commencement of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises said term and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until time When Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementdelivers possession. (b) Notwithstanding anything In the event that Landlord shall permit Tenant to occupy the Premises prior to the contrary contained Commencement Date of the term, such occupancy shall be subject to all the provisions of this Lease. In this regard, Tenant shall be entitled to enter the Premises at least twenty (20) days prior to the Commencement Date for the purpose of installation of furniture, trade fixtures and equipment, which early occupancy shall be subject to the terms and conditions of this Lease, excepting the payment of Base Rent. The parties shall use their respective good faith efforts to schedule work during such periods so as not to unreasonably interfere with their respective efforts (the parties acknowledge that such early entrance may be "Phased" concerning certain portions of the Premises to allow for the laying of carpet therein). Said early possession shall not advance the termination date hereinabove provided. Additionally, subject to the provisions of this Section, Tenant shall be provided access to the Premises by December 20, 1998, for the purpose of constructing certain improvements in accordance with the provisions of the Work Letter Agreement. In no event shall Tenant's use of the Premises pursuant to this Section 37.54(b) be deemed to be Tenant's acceptance of possession of the Premises or constitute the Commencement Date. (c) Tenant's taking possession of the Premises shall constitute Tenant's acknowledgment that the Premises are in good condition, if and that Tenant agrees to accept the same in its condition existing as of the date of such entry and subject to all applicable municipal, county, state and federal statutes, laws, ordinances, including zoning ordinances, and regulations governing and relating to the use, occupancy or possession of the Premises, subject to the Punch List Item (as hereinafter defined). Notwithstanding the foregoing, within ten (10) days prior to and within sixty (60) days after the Tenant takes possession of the Premises, Tenant shall deliver to Landlord a list of items ("PUNCH LIST ITEMS") that Tenant reasonably deems that Landlord complete or correct in order for the Premises to be reasonably acceptable. The Punch List Items shall not include any damages and/or repairs caused by Tenant, its agents, employees, contractors or subcontractors. Landlord shall have failed complete and/or correct such items set forth on the Punch List Items using its good faith efforts and due diligence within thirty (30) days following receipt of the Punch List Items; provided, however, that with respect to deliver possession those items that Landlord reasonably contends do not require completion and/or correction, Landlord and Tenant shall negotiate in good faith for a resolution of such Offer Space on or before item. If Tenant does not deliver the date which is Punch List Items to Landlord within such time periods, Tenant shall be deemed to have accepted the condition of the Premises. (d) For a period of one (1) year after following the anticipated Offer Space Commencement Date ("WARRANTY PERIOD"), Landlord shall warranty the condition of the Building and the Premises, to the extent that such improvements will be constructed by Landlord, its agents, employees, contractors and subcontractors. Following Landlord's receipt of written notice from Tenant during the Warranty Period, Landlord shall use its commercially reasonable efforts to complete such warranty repair in a timely basis as soon as possible. Landlord's repair obligations pursuant to this Section 4(d) shall be subject to Tenant's rights pursuant to Sections 11(d) and (3) of this Lease. The expiration of the Warranty Period shall not otherwise affect Landlord's obligations to make certain repairs as set forth in Section 11(b) of this Lease or effect the Offer Notice by reason of the holding over or retention of possession enforcement of any tenant applicable warranty provided by any third party contractor or other occupant or for materialmen relating to the Building. (e) Notwithstanding any other reasonprovision of Section 4 to the contrary, then in the event that the Commencement Date has not occurred on or before May 7, 1999 ("OUTSIDE DELIVERY DATE"), for a period of five (5) business days thereafter, as Tenant's sole and exclusive remedy (except as set forth in this Section 4(e), Tenant shall have the right to withdraw its Acceptance Notice extend the date upon which Tenant is required to accept possession of the Premises until October 1, 1999 ("DELAYED DELIVERY DATE"), by delivery of written notice thereof given of such election within such time period; provided, however, Tenant may accept possession of the Premises at any time prior to the Delay Delivery Date, which acceptance would accelerate the Commencement Date to the date of such acceptance. The failure of Tenant to make such election within such time period shall be deemed Tenant's waiver of such extension right. In the event that Tenant makes such election to extend the Commencement Date of this Lease until the Delayed Delivery Date, this Lease shall remain in full force and effect, the Commencement Date shall be deemed the Delayed Delivery Date, the expiration date of the Lease shall be correspondingly extended, and, except as otherwise provided in this Section 4(e), all terms and conditions of this Lease shall remain in full force and effect. The parties acknowledge and agree that the extension of the Commencement Date under the Delayed Delivery Date shall cause a material financial impact upon Landlord, accordingly, each party agrees to use its best commercially reasonable efforts to cause the Commencement Date to occur on or before the date Outside Delivery Date. Subject to the preceding sentence, the parties acknowledge that the reason for the delay of the Commencement Date past the Outside Delivery Date is of material importance to the parties. The parties hereby agree that in the event the Commencement Date is delayed past the Outside Delivery Date due solely to delays caused by Landlord, its agents, employees, contractors or subcontractors, provided that Tenant has made the election to extend the Commencement Date until the Delayed Delivery Date, as provided in this Section 4(e), in addition to any Base Rent-free possession granted to Tenant pursuant to (f) Notwithstanding any other provision of this Section 4 to the contrary, in the event that the Commencement Date has not occurred by November 15, 1999, for a period of fifteen (15) days thereafter, Tenant shall have the right to terminate this Lease by delivery of written notice to Landlord, in which case the parties shall have no further obligations under this Lease. The failure of Tenant to deliver such notice within such time period shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving deemed a waiver of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space right to Tenantterminate.

Possession. (a) If Tenant exercises its right to lease the Offer Space Landlord represents and warrants that Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering full possession of the Offer Space to Tenant by reason of Premises (except for the holding over or retention of possession of any tenant or occupant of Landlord Occupied Portion) in Substantially Complete Condition no later than the Offer Space (i) Landlord shall not be liable to Tenant Target Commencement Date. If for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) reason Landlord shall use commercially reasonable efforts to obtain and does not deliver to Tenant vacant full possession of the Offer Space within ninety Premises (90except for the Landlord Occupied Portion) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space Substantially Complete Condition on or before the date Target Commencement Date, the parties agree that Tenant shall have been deprived of an important right under this Lease and, as a result thereof, will suffer damages in an amount which is not readily ascertainable and thus, in such event, Tenant shall have the right to collect, as liquidated damages and not as a penalty, an amount equal to $1,500 per day for each day of such delay in the period commencing on the Target Commencement Date and ending on the earlier to occur of (i) the date upon which Landlord delivers the Premises (except for the Landlord Occupied Portion) in Substantially Complete Condition, and (ii) the Termination Date. In addition, if for any reason Landlord does not deliver full possession of the Landlord Occupied Portion in Substantially Complete Condition to Tenant on or before the Vacation Date, then, commencing on the Vacation Date, (x) Tenant shall receive a one (1) year after the anticipated Offer Space Commencement Date set forth day abatement of Base Rent and Additional Rent for each day of such delay in the Offer Notice by reason period commencing on the Vacation Date and ending on the date upon which Landlord delivers possession of the holding over or retention Landlord Occupied Portion to Tenant in Substantially Complete Condition (the “Initial Delivery Delay Abatement Period”) (any such Initial Delivery Delay Abatement Period shall be in addition to the Rent Credit pursuant to Section 6.5), and (y) Tenant may terminate Landlord’s right of possession and repossess any portion of any tenant the Premises occupied by Landlord by detainer suit, summary proceedings or other occupant or for any other reasonlawful means. If Landlord fails to tender possession of the entire Premises (including the Landlord Occupied Portion) in Substantially Complete Condition by the thirtieth day following the Vacation Date (the “Termination Date”), then Tenant shall have the right to withdraw its Acceptance Notice by right, upon prior written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless to Landlord, to terminate this Lease, unless, prior to the giving Termination Date specified in Tenant’s Termination Notice, Landlord tenders possession of such the entire Premises (including the Landlord Occupied Portion) in Substantially Complete Condition to Tenant. Tenant shall at all times have the rights and remedies (which shall be cumulative with each other and in addition to those rights and remedies available to Tenant under this Article 4), of any Applicable Laws and other provisions of this Lease, without prior demand or notice except as required by the Applicable Laws or within ten this Lease, including without limitation the right to seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any provision hereof. Landlord agrees to reimburse Tenant promptly on demand the amount of any and all costs, claims and expenses, including reasonable attorneys’ fees and costs incurred by Tenant in connection with enforcing its rights under this Article 4 or this Lease. On the Commencement Date, Tenant shall be deemed to have accepted the Premises (10other than the Landlord Occupied Portion) days thereafter subject to all Applicable Laws governing and regulating the use of the Premises, and accepts this Lease subject thereto as to all matters disclosed thereby and by any Exhibits attached to the Lease. Landlord represents and warrants the Tenant’s Use is permitted by and in compliance with all Applicable Laws governing and regulating the use and zoning of the Premises, the applicable Planned Community Program and the Exception Documents (assuming Tenant’s Use is substantially similar to Landlord’s prior use of the Premises). Except for the Landlord Occupied Portion, Tenant shall have delivered vacant possession of such Offer Space unlimited access to Tenantthe Premises 24 hours a day/7 days a week.

Possession. (a) If Tenant exercises its right Except as provided below in no event shall Landlord be obligated to lease incur any fee, cost, expense or obligation, nor to prosecute any legal action or proceeding, in connection with the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession delivery of the Offer any Expansion Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord nor shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer or such Expansion Space be affected thereby. Landlord shall not be affected thereby except subject to any liability and this Lease shall not be impaired if Landlord shall be unable to deliver possession of such Expansion Space to Tenant on any particular date. Tenant hereby waives any right to rescind this Lease or the applicable Acceptance Notice under the provisions of Section 223-a of the Real Property Law of the State of New York, and agrees that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 38.5 are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a a. Landlord agrees that it shall not waive any rights it may have against any Person holding over in any Expansion Space, without any obligation to enforce any such rights except as provided below. Notwithstanding any provision of this Section 38.5 to the New York Real Property Law contrary, if the current tenant of any Expansion Space (other than Colgate Palmolive Company) or any successor Requirement. (b) Notwithstanding anything party claiming through such tenant holds over in such space beyond 120 days after the expiration date of such tenant’s lease of such space, Landlord agrees to the contrary contained in this Section 37.5, if Landlord shall have failed commence and diligently prosecute against such tenant a holdover proceeding to deliver obtain possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth space. Upon Tenant’s request from time to time, Landlord shall advise Tenant of any changes in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.Anticipated Expansion Space

Possession. (a) If Tenant exercises its right to lease Except as otherwise provided, Landlord shall be the Offer Space fee title owner of Retail Lots 6 and Landlord is unable to 7 and deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises with the Landlord’s Work thereto substantially completed (“Delivery Condition”) as soon as is reasonably practicable, which Landlord and Tenant anticipate to Tenant by reason be on or before September 1, 2022 (the “Scheduled Delivery Date”). As used in this Lease Agreement, “substantial completion” of the holding over Landlord’s Work or retention of possession of any tenant or occupant of the Offer Space their being “substantially completed” means (i) Landlord has completed construction of the Landlord’s Work in accordance with Exhibit B and the Project Plans to such an extent that Tenant may commence construction of the Tenant Improvements without unreasonable delay or interference, subject to completion by Landlord of normal punch list items that do not materially interfere with Tenant’s performance of the Tenant Improvements (hereafter called the “Punch List Items”) or other items which would not cause an unreasonable delay or interference with Tenant’s construction activities; (ii) if requested by Tenant prior to Landlord’s tender of the Premises to Tenant with the Landlord’s Work thereto substantially completed, then Landlord shall have delivered to Tenant an AIA Form G704 Certificate of Substantial Completion, executed by the project architect, stating that the Landlord’s Work has been substantially completed in accordance with the Project Plans; and (iii) all necessary permits and approvals, including a fire marshal inspection and a certificate of occupancy or its equivalent (if required under applicable Law or the existing restrictions, if any) for the Building, have been obtained with regard to the Landlord’s Work. Failure of Landlord to deliver possession of the Building in the Delivery Condition by the Scheduled Delivery Date, shall automatically postpone the Commencement Date, day for day, and shall extend the expiration date of this Lease Agreement as to the entire Premises accordingly. In the event of a failure of Landlord to deliver possession of the Premises in the Delivery Condition by December 31, 2022 (“Termination Option Date”), Tenant may elect, at its option, to thereafter terminate this Lease Agreement upon written notice to Landlord and upon the giving of such notice this Lease Agreement shall be terminated except those obligations of Landlord and Tenant which expressly survive the expiration or termination of this Lease Agreement. Notwithstanding the foregoing or anything to the contrary in this Lease Agreement, the Termination Option Date shall be tolled, day for day, during any period which Landlord’s Work is halted, slowed or delayed, due to any cause beyond the reasonable control of Landlord, including, without limitation, labor or material shortages, unavailability or back ordering of specified roofing supplies or materials, strikes, pandemics, epidemics, casualty loss, acts of God or failure by the City to timely approve any plans or issue a building permit (any of the foregoing being hereafter called an “Excused Delay”) , provided, however, that the Termination Option Date shall not be liable extended due to Tenant Excused Delay for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within more than ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and aggregate hereunder notwithstanding that any event or events of Excused Delay which would otherwise extend the Termination Option Date exceed more than ninety (90) days in connection therewiththe aggregate; provided further, if appropriate in Landlord’s good faith judgmenthowever, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space that Tenant Delay shall not be affected thereby except that the term of the lease with respect subject to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenantsuch 90-day cap. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute As used herein, “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. If Landlord shall be unable to tender possession of the Demised Premises on the Commencement Date set forth in Section 1.2 by reason of: (a) If Tenant exercises its right the fact that the Demised Premises are located in a building being constructed and which has not been sufficiently completed to lease make the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of Demised Premises ready for occupancy; (b) the holding over or retention of possession of any tenant or occupant occupant; (c) the Construction Improvements have not been substantially completed; or (d) for any other reason beyond the control of the Offer Space (i) Landlord, Landlord shall not be liable subject to Tenant any liability for any the failure by a then existing tenant or occupant to vacate any of tender possession on said date. No such failure to tender possession on the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms Commencement Date set forth in Section 1.2 shall in any other respect affect the preceding provisions validity of this Lease or the obligations of Tenant hereunder, nor shall same be construed to extend the termination date of this Lease set forth in Section 37.5 are intended to constitute “an express provision to 1.2. In the contrary” event the actual Commencement Date does not occur within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasondate this Lease is fully executed and delivered by Landlord and Tenant, then Tenant Landlord, without further liability to Tenant, shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be terminate this Lease upon thirty (30) days after the end prior written notice to Tenant. If permission is given to Tenant to enter into possession of the aforesaid one (1) year period unless Demised Premises prior to the giving date specified as the Commencement Date, Tenant covenants and agrees that such occupancy shall be deemed to be subject to all of the terms, covenants, conditions and provisions of this Lease, and that Tenant shall be responsible for payment of Base Annual Rent, in advance, at the rate of 1/30th of the base monthly rent set forth in Section 1.3 for each day of such notice or within ten occupancy prior to the Commencement Date, and Additional Rent set forth in Section 1.5 shall begin to accrue on such date of possession. Within fifteen (1015) days thereafter Landlord after the Commencement Date, Tenant shall have delivered vacant possession execute the Certificate of such Offer Space to TenantCommencement in the form attached as Exhibit D hereto.

Possession. No Grantor may (aA) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession Dispose of the Offer Space to Tenant by reason of the holding over or retention of relinquish possession of any tenant or occupant Spare Parts Asset to anyone except that the applicable Grantors shall have the right, (w) to Dispose to the extent permitted under Section 6.04 of the Offer Space Loan Agreement and in the ordinary course of business, (x) to transfer possession of any Spare Parts Asset in the ordinary course of business to the manufacturer thereof or any other organization for testing, overhaul, repairs, maintenance, alterations or modifications (to the extent required or permitted by the terms hereof) or to any Person for the purpose of transport to any of the foregoing; provided that such Grantor covenants to promptly pay when due any payment obligation resulting in a mechanic’s or other Lien related to such testing service, repair, maintenance, overhaul, alternation, modification, or transport, (y) to subject any Spare Parts Asset to a maintenance servicing agreement arrangement entered into and operated in the ordinary course of business or (z) to transfer in the ordinary course of business any Spare Parts Asset between any Designated Spare Parts Locations; provided, however, that if the applicable Grantor’s title to any such Spare Parts Asset shall be divested under any situation described in clauses (x) through (z) above, such divestiture shall be deemed to be a Disposition with respect to such Spare Parts Asset subject to the provisions of Section 2.06(b) of the Loan Agreement or (B) commingle at any location its Spare Parts Assets that constitute Collateral with (i) Landlord other Spare Parts of the applicable Grantor not constituting Collateral or (ii) the Spare Parts of another Affiliate if such other Affiliate has pledged Spare Parts which are not Collateral to secure any other Indebtedness or obligations, unless (x) the ownership of each such commingled Spare Parts can be definitely determined at all times by reference to the applicable Grantor’s or Affiliate’s Spare Parts tracking number and system, as applicable, or (y) the Spare Parts of such Grantor or Affiliate are not of a type or category of spare parts that corresponds to a type of category of Spare Parts Assets that is included in the Collateral; provided that Spare Parts that are segregated on a separate aisle, shelf or in a separate storage bin or other storage unit or area shall not be liable considered as having been commingled even though such Spare Parts are present at the same location so long as the applicable Grantor install signs 1" = "1" "WEIL:\97571225\8\13173.0005" "" WEIL:\97571225\8\13173.0005 in or on each such aisle, shelf, bin or other storage unit or area containing Collateral bearing the inscription: “Property of [GRANTOR], Mortgaged to Tenant THE BANK OF NEW YORK MELLON as Collateral Agent for any failure by a then existing tenant or occupant to vacate any the benefit of the Offer Space, Secured Parties” (ii) Landlord shall use commercially reasonable efforts such sign to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, be replaced if appropriate in Landlord’s good faith judgment, institute and diligently prosecute there is a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementCollateral Agent). (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. Following Tenant and Landlord executing this Lease, and after Tenant has paid Landlord the Security Deposit, the first month’s rent, the last month’s rent, and any other payments required under this Lease to be paid prior to or concurrent with the Commencement Date, Tenant shall be given notice (athe “Delivery Notice”) stating that it can take possession of the Premises for the purpose of fixturization the Premises. After receipt of the Delivery Notice, Tenant shall promptly commence the installation of fixtures and equipment and all other “Tenant’s Work” attached hereto as “Exhibit C-2" and Tenant shall diligently pursue such installation and work to completion. If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession of the Premises to Tenant on or before the project estimated delivery date, Landlord shall not be subject to any liability for its failure to do so. This failure shall not affect the validity of this Lease or the obligations of Tenant under it. On or before Tenant takes possession of the Premises, Tenant shall deliver certificates of insurance required by Article XII. Tenant’s time to complete ▇▇▇▇▇▇’s Work commences on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering it is given possession of the Offer Space to Premises. Tenant by reason shall take possession of the holding over or retention of possession of any tenant or occupant Premises only after delivery of the Offer Space (i) certificates of insurance required hereunder. As provided for in Paragraph 2.3 above, ▇▇▇▇▇▇ agrees to take the Premises in its “as is, where is” condition. Tenant waives any right or claim against the Landlord for any cause directly or indirectly arising out of the condition of the Premises and the Project/Building appurtenances thereto, the improvements thereon and the equipment thereof. Tenant shall save and hold harmless Landlord from liability as provided in this Lease. Landlord shall not be liable to Tenant for any failure by a then existing tenant latent or occupant patent defects therein. Prior to vacate any commencement of Tenant’s Work, Tenant shall notify Landlord in writing of the Offer Space, (ii) Landlord date Tenant will commence fixturization. Tenant shall use commercially reasonable efforts to obtain and deliver to Tenant vacant commence fixturization Tenant’s Work promptly upon possession of the Offer Space Premises by ▇▇▇▇▇▇ and shall diligently pursue such construction to completion. From the date of the Delivery Notice, Tenant shall complete fixturization within ninety (90) days after the anticipated availability date as stated by Landlord time period described in the Offer Notice and in connection therewithSummary of Basic Lease Provisions under the Rent Commencement Date. Before commencing any alteration or repair which involves the automatic fire sprinkler system, if appropriate in Landlord’s good faith judgmentany, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to servicing the Premises and/or the Project/Building, Tenant shall notify Landlord and submit to Landlord for approval Fire Marshal Approved fire sprinkler drawings (which have previously been approved by all applicable governmental authorities) certifying that such work does not jeopardize the Offer Space shall not be affected thereby except that the term rating of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenantsystem. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right be responsible for all interruptions to withdraw its Acceptance Notice by written notice thereof given on or before the date that fire monitoring systems and shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of indemnify, protect, defend and hold Landlord harmless from any and liabilities, costs and expenses associated with such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantwork.

Possession. (a) If a. Subject to Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date Delay as set forth in the Offer Notice Work Letter and delays due to Force Majeure (as hereinafter defined), if the date on which Landlord anticipates delivering cannot deliver possession of the Offer Space Premises to Tenant by reason of at the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Commencement Date, this Lease shall not be liable void or voidable, the expiration date of the above Term shall be extended, to ten (10) years after the end of the month during which Landlord delivers possession to Tenant for any failure by a then existing tenant or occupant to vacate any of and all Rent shall be abated during the Offer Space, (ii) period between the Commencement Date and the time when Landlord delivers possession and Landlord shall use commercially reasonable efforts to obtain and deliver to pay all penalties (including any holdover penalty amount) incurred by Tenant vacant at Tenant's current leased premises until such time as Landlord delivers possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5Paragraph 4(a), if in the event that Landlord shall have failed to deliver has not delivered possession of such Offer Space the Premises to Tenant, for any reason whatsoever, on or before the date which is one prior to ninety (190) year days after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonParagraph 3 above, then Tenant shall have the right to withdraw its Acceptance Notice by may terminate this Lease upon written notice thereof given to Landlord and neither party shall thereafter have any obligations or liability under this Lease, except Landlord shall reimburse Tenant for all out of pocket architectural and engineering fees and expenses Tenant incurred in connection with the design and build-out of the Premises (but, not to exceed $25,000). Nothing herein to the contrary shall relieve Landlord of its obligation to use its best efforts to complete the Tenant Improvements and to deliver possession of the Premises to Tenant on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.Commencement

Possession. Tenant shall not conduct business in all or any portion of the Premises before the Commencement Date, provided, however, that Tenant may have access to the Building and the Premises with Lessor's approval (anot to be unreasonably withheld) If Tenant exercises without accrual of rental obligations prior to the Commencem ent Date for purposes of installing and moving in its right to lease the Offer Space equipment, personal property and Landlord is unable to deliver possession on the date set forth in the Offer Notice furnishings and conducting Tenant's Work so long as the date on which Landlord anticipates delivering possession same does not interfere with the timely completion of the Offer Space to Tenant Lessor's Work by reason of the holding over Lessor. Except as provided in Section 2, this Lease will not be void or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall voidable and Lessor will not be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate damage resulting from any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant delay in delivering possession of the Offer Space within ninety (90) days after Premises to Tenant, but unless the anticipated availability date as stated delay is principally caused by Landlord in or attributable to Tenant, its employees , agents or contractors, no Monthly Rent will be due for the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect period prior to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant date Lessor delivers possession of the Offer Space Premises, unless Tenant elects to take possession of a portion of the Premises, in which case Monthly Rent will be due for the portion of the Premises taken. Tenant's occupancy o f the Premises will constitute Tenant's acceptance of the Premises, subject to Lessor's obligations under Section 2. The terms Lessor warrants and represents to Tenant that, upon commencement of construction of the Building, Lessor shall own marketable fee title to the Land, subject only to the Permitted Encumbrances referred to in Section 2.A(3). Lessor warrants and represents that Tenant, upon paying the rents and keeping the agreements of this Lease on Tenant's part to be kept and performed, shall have peaceful and uninterrupted possession of the Premises during the Term of this Lease subject to the Permitted Encumbrances, except as other wise specifically set forth in herein. Lessor further warrants and represents to Tenant that, subject only to Lessor's acquisition of fee simple title to the preceding Land, Lessor has the right and power to enter into this Lease and to perform its covenants and agreements pursuant to the provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLea se. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (8.1 Time of handing over the Possession a) If Tenant exercises Subject to terms of this clause and subject to the Vendee having complied with all the terms and conditions of this Agreement and not being in default under any of the provisions of this Agreement and complied with all provisions, formalities, documentation etc., as prescribed by the Vendor/Developer, and all just exceptions, the Vendor/Developer based on its right present plans and estimates shall endeavour to lease hand over the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Unit within a period of 60(Sixty) months from the date of signing of this Agreement. The Vendee agrees and understands that the Vendor/Developer shall be entitled to Tenant a grace period of 90 days, after the expiry of 60 (Sixty) months, for applying and obtaining the occupation certificate in phases in respect of the different towers of the Group Housing Complex. b) In addition to the circumstances set out in Clause 28, in the following circumstances, the date of possession shall get extended accordingly: I) The completion of the said Group Housing Complex including the Unit is delayed by reason of the holding over non-availability of steel and/ or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover cement or other proceedings against such tenant building materials, or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223water supply or electric power or slow down, strike or, lock-a of the New York Real Property Law out or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on civil commotion or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of war or enemy action or terrorist action or earthquake or any act of God or due to any Act, Notice, Order, Rule or Notification of the holding over Government and/or any other Public or retention of possession Competent Authority or due to delay in sanction of any tenant or other occupant revised building/ zoning plans or for any other reasonreasons beyond the control of the Vendor/Developer, then Tenant the Vendee agrees that the Vendor/Developer shall have be entitled to the extension of time for handing over of the possession of the said Unit. The Vendor/Developer as a result of such a contingency arising reserves the right to withdraw its Acceptance Notice by written notice thereof given on alter or before vary the date that shall be thirty (30) days after terms and conditions of this Agreement or if the end circumstances are beyond the control of the aforesaid one (1) year Vendor/Developer so warrant, the Vendor/ Developer may suspend the construction of the Group Housing Complex and this Agreement for such period unless prior as it may consider expedient and the Vendee agrees not to claim compensation of any nature whatsoever of this Agreement for the giving period of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession suspension/delay of such Offer Space to Tenantthe construction of the Group Housing Complex and this Agreement.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver give possession of the Space Leased on the date set forth in herein fixed for the Offer Notice as the date on which Landlord anticipates delivering possession commencement of the Offer Space to Tenant demised term, by reason of the holding over of a tenant in possession thereof, or retention of possession of for any tenant or occupant other cause beyond the Landlord's control, unless the Landlord elects to terminate this Lease, as hereinafter provided, this Lease and all its provisions, including the date herein fixed for expiration of the Offer Space leased term, shall nevertheless continue in full force and effect, except that in said event: (ia) Landlord shall not shall, at its sole expense, take such steps as may be liable reasonably necessary to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant recover possession of the Offer Space within ninety (90) days after Leased from such holdover tenant, and shall give the anticipated availability date Tenant prompt written notice as stated by Landlord in soon as the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover Space Leased is ready for Tenant's occupancy or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer said Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.Leased has been recovered by Landlord; (b) Notwithstanding anything The Tenant's obligation to pay rent herein reserved shall not become effective until the fifteenth (15th) day ensuing after the giving by the Landlord to the contrary contained Tenant herein of written notice provided for in this Section 37.5, if the preceding clause hereof. If Landlord shall have failed is unable to deliver give possession of such Offer the Space Leased on or before the date which is one (1) year after herein fixed for the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason commencement of the holding over lease term, or retention of possession of any tenant or other occupant or within sixty (60) days thereafter, for any other reasonof the aforesaid reasons, then the Landlord or Tenant shall have the right to withdraw its Acceptance Notice may, by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter other party, terminate this Lease. If this Lease be terminated pursuant to these provisions, the Landlord shall have delivered vacant possession of such Offer Space refund to Tenantthe Tenant any rent prepaid or security deposited by the Tenant with the Landlord, and thereupon this Lease and all rights and obligations hereunder shall cease and come to an end in the same manner and with the same force and effect as if this Lease had not been entered into.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises with the Landlord’s Work thereto substantially completed (“Delivery Condition”) as soon as is reasonably practicable, which Landlord and Tenant anticipate to Tenant by reason be on or before August 1, 2022 (the “Scheduled Delivery Date”). As used in this Lease Agreement, “substantial completion” of the holding over Landlord’s Work or retention of possession of any tenant or occupant of the Offer Space their being “substantially completed” means (i) Landlord has completed construction of the Landlord’s Work in accordance with Exhibit B and the Project Plans to such an extent that Tenant may commence construction of the Tenant Improvements without unreasonable delay or interference, subject to completion by Landlord of normal punch list items that do not materially interfere with Tenant’s performance of the Tenant Improvements (hereafter called the “Punch List Items”) or other items which would not cause an unreasonable delay or interference with Tenant’s construction activities; (ii) if requested by Tenant prior to Landlord’s tender of the Premises to Tenant with the Landlord’s Work thereto substantially completed, then Landlord shall have delivered to Tenant an AIA Form G704 Certificate of Substantial Completion, executed by the project architect, stating that the Landlord’s Work has been substantially completed in accordance with the Project Plans; and (iii) all necessary permits and approvals, including a fire marshal inspection and a certificate of occupancy or its equivalent (if required under applicable Law or the existing restrictions, if any) for the Building, have been obtained with regard to the Landlord’s Work. Failure of Landlord to deliver possession of the Building in the Delivery Condition by the Scheduled Delivery Date, shall automatically postpone the Commencement Date, day for day, and shall extend the expiration date of this Lease Agreement as to the entire Premises accordingly. In the event of a failure of Landlord to deliver possession of the Premises in the Delivery Condition by December 31, 2022 (“Termination Option Date”), Tenant may elect, at its option, to thereafter terminate this Lease Agreement upon written notice to Landlord and upon the giving of such notice this Lease Agreement shall be terminated except those obligations of Landlord and Tenant which expressly survive the expiration or termination of this Lease Agreement. Notwithstanding the foregoing or anything to the contrary in this Lease Agreement, the Termination Option Date shall be tolled, day for day, during any period which Landlord’s Work is halted, slowed or delayed, due to any cause beyond the reasonable control of Landlord, including, without limitation, labor or material shortages, unavailability or back ordering of specified roofing supplies or materials, strikes, pandemics, epidemics, casualty loss, acts of God or failure by the City to timely approve any plans or issue a building permit (any of the foregoing being hereafter called an “Excused Delay”) , provided, however, that the Termination Option Date shall not be liable extended due to Tenant Excused Delay for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within more than ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and aggregate hereunder notwithstanding that any event or events of Excused Delay which would otherwise extend the Termination Option Date exceed more than ninety (90) days in connection therewiththe aggregate; provided further, if appropriate in Landlord’s good faith judgmenthowever, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space that Tenant Delay shall not be affected thereby except that the term of the lease with respect subject to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenantsuch 90-day cap. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute As used herein, “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. No Grantor may (aA) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession Dispose of the Offer Space to Tenant by reason of the holding over or retention of relinquish possession of any tenant or occupant Spare Parts Asset to anyone except that the applicable Grantors shall have the right, (w) to Dispose to the extent permitted under Section 6.04 of the Offer Space Loan Agreement and in the ordinary course of business, (x) to transfer possession of any Spare Parts Asset in the ordinary course of business to the manufacturer thereof or any other organization for testing, overhaul, repairs, maintenance, alterations or modifications (to the extent required or permitted by the terms hereof) or to any Person for the purpose of transport to any of the foregoing; provided that such Grantor covenants to promptly pay when due any payment obligation resulting in a mechanic’s or other Lien related to such testing service, repair, maintenance, overhaul, alternation, modification, or transport, (y) to subject any Spare Parts Asset to a maintenance servicing agreement arrangement entered into and operated in the ordinary course of business or (z) to transfer in the ordinary course of business any Spare Parts Asset between any Designated Spare Parts Locations; provided, however, that if the applicable Grantor’s title to any such Spare Parts Asset shall be divested under any situation described in clauses (x) through (z) above, such divestiture shall be deemed to be a Disposition with respect to such Spare Parts Asset subject to the provisions of Section 2.06(b) of the Loan Agreement or (B) commingle at any location its Spare Parts Assets that constitute Collateral with (i) Landlord other Spare Parts of the applicable Grantor not constituting Collateral or (ii) the Spare Parts of another Affiliate if such other Affiliate has pledged Spare Parts which are not Collateral to secure any other Indebtedness or obligations, unless (x) the ownership of each such commingled Spare Parts can be definitely determined at all times by reference to the applicable Grantor’s or Affiliate’s Spare Parts tracking number and system, as applicable, or (y) the Spare Parts of such Grantor or Affiliate are not of a type or category of spare parts that corresponds to a type of category of Spare Parts Assets that is included in the Collateral; provided that Spare Parts that are segregated on a separate aisle, shelf or in a separate storage bin or other storage unit or area shall not be liable considered as having been commingled even though such Spare Parts are present at the same location so long as the applicable Grantor install signs 1" = "1" "WEIL:\97602794\7\13173.0005" "" WEIL:\97602794\7\13173.0005 in or on each such aisle, shelf, bin or other storage unit or area containing Collateral bearing the inscription: “Property of [GRANTOR], Mortgaged to Tenant THE BANK OF NEW YORK MELLON as Collateral Agent for any failure by a then existing tenant or occupant to vacate any the benefit of the Offer Space, Secured Parties” (ii) Landlord shall use commercially reasonable efforts such sign to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, be replaced if appropriate in Landlord’s good faith judgment, institute and diligently prosecute there is a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementCollateral Agent). (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its right 6.1 The said Flat shall be deemed to lease be ready for delivery of possession upon the Offer Space same being completed internally and Landlord reasonable ingress to and egress from the said flat being provided along with temporary or permanent water, drainage, sewerage, electricity and lift facilities/connections. A certificate from the Architects regarding such completion shall be final and binding upon the Purchaser. Once the flat is unable so ready, the Vednor/Builder shall issue Notice of Possession to deliver the Purchaser and call upon the Purchaser to take possession on thereof of the date set forth aforesaid unit upon payment of all outstanding amounts to the Vendor/Builder. The interim Rules and Regulations for Management and Maintenance of the common areas and facilities of the said cluster in respect of all residents of the Offer Notice as said cluster will be handed over during possession for due compliance thereof. 6.2 In the date on which Landlord anticipates delivering event of the Purchaser not making full payment of the Agreed Consideration, the Additional Payments and Mandatory Deposits / Advance / Extra Costs and/or not complying with any of his obligations and/or not taking possession of the Offer Space to Tenant by reason said Unit within a period of 30 days from the date of the holding over or retention Notice of possession Possession under clause 6.1 above, the Purchaser shall be deemed to have committed default entitling the Vendor/Builder to the Rights on Purchaser's Default and the Purchaser shall further be liable to pay to the Vendor/Builder interest @ 12% per annum on all the amounts remaining due until realization. 6.3 With effect from the date of any tenant or occupant expiry of the Offer Space period specified in the Notice of Possession, the Purchaser shall be deemed to have fully satisfied himself regarding the Plans, the constructions (i) Landlord including the quality, specifications and workmanship thereof), the Built- Up and Super Built-Up Areas, the quality of materials used, the structural stability and the completion of the Buildings, the Common Portions and the said Flat and shall not thereafter be entitled to raise any objection or make any claim regarding the same. 6.4 The Vendor/Builder make it clear to the Purchaser that the project will be developed in phases and the entire project may not at the same time be completed; to which the Purchaser shall have no objection. The Purchaser also agrees to the same and further agrees that the common facilities/ installations and amenities will accordingly also be made ready in phases and non completion of the whole project or all amenities/facilities/installations shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any an excuse of the Offer Space, (ii) Landlord shall use commercially reasonable efforts Purchaser to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except claim that the term said Flat is not completed and ready for delivery of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementpossession. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its right 6.1 The Developer shall endeavour to lease make the Offer Space said Flat ready for delivery of possession within the period mentioned in Part-III of the Second Schedule hereto subject to Force Majeure and/or reasons beyond the control of the Owner and Landlord is unable the Developer, in which circumstances the time shall automatically stand suitably extended and the Purchaser shall not be entitled to deliver make or raise any claim whatsoever. The said Flat shall be deemed to be ready for delivery of possession on upon the date set forth in same being completed internally and reasonable ingress to and egress from the Offer said Flat being provided along with temporary or permanent water, drainage, sewerage, electricity and lift facilities/connections. The Developer shall thereafter issue a Notice as to the date on which Landlord anticipates delivering Purchaser calling upon the Purchaser to take possession of the Offer Space to Tenant by reason said Flat (“Possession Notice”) within a period of 15 days from the date of the holding Notice after making payment of all dues and complying with all other outstanding obligations of the Purchaser at the relevant time. It shall not be obligatory for the Developer to complete the Common Portions & Facilities in all respects before giving the Possession Notice and the decision of the Architect in this regard being final and binding. 6.2 The Purchaser shall be entitled to receive the physical possession of the said Flat only upon prior payment of all dues including the Agreed Consideration, the Additional Payments and the Deposits and also upon due compliance with and/or performance of all the covenants, undertakings and obligations required to be complied with and/or performed on the part of the Purchaser in pursuance of this Memorandum or otherwise required by law, all of which shall be conditions precedent. The Owner and/or the Developer shall have the option to offer the said Flat Unit for the purpose of possession subject to simultaneous execution and registration of the Deed of Conveyance in favour of the Purchaser. In such an event, the Purchaser shall also take all necessary steps for enabling execution and registration of the Deed of Conveyance in respect of the said Flat Unit in its favour simultaneously with the handing over or retention of possession of any tenant or occupant the said Flat. The obligation to make over possession of the Offer Space (i) Landlord said Flat by the Owner and the Developer shall arise only after all the above are complied with and/or performed by the Purchaser and prior thereto the Purchaser shall not be liable entitled to Tenant for any failure by a then existing tenant ask, demand or occupant to vacate seek delivery of possession of the said Flat . 6.3 In the event of the Purchaser not making full payment and/or not complying with any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant obligations and/or not taking possession of the Offer Space said Flat within ninety (90) days after the anticipated availability date as stated by Landlord period specified in the Offer Notice and in connection therewithPossession Notice, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect the Purchaser shall be deemed to the Premises have committed default and the Offer Space consequences mentioned in the Ninth Schedule hereto shall follow. 6.4 With effect from the Date of Possession, the Purchaser shall be deemed to have been fully satisfied regarding the construction, specifications, built-up and super built-up areas, workmanship, materials used and structural stability and completion of the Buildings, the Common Portions & Facilities and the said Flat and shall not be affected thereby except that entitled to raise any objection or make any claim regarding the term same. 6.5 After the Date of Possession or within 30 days from the date of execution of the lease with respect Deed of Conveyance, whichever is earlier, the Purchaser shall apply for mutation to the Offer Space Authorities and shall not commence until Landlord shall deliver vacant possession take all necessary steps and complete, at the Purchaser’s own costs, the mutation of the Offer Space to Tenant. The terms set forth said Flat Unit in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” Purchaser’s name within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement6 months thereafter. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. Section 23.1 (aA) If Tenant exercises its right to lease the Offer Space and Landlord is shall be unable to deliver possession of the Premises or any additional space to be included within the Premises on the specific date set forth (if any) designated in this Lease for the Offer Notice as the date on which Landlord anticipates delivering possession commencement of the Offer Space to Tenant by Term or for the inclusion of such space for any reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) whatsoever, Landlord shall not be liable subject to any liability therefor and the validity of this Lease shall not be impaired thereby, but the Commencement Date shall be postponed until three (3) Business Days following notice from Landlord that the Premises or such additional space are available for occupancy by Tenant. Tenant for expressly waives any failure by other right to rescind this Lease under Section 223-a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts New York Real Property Law or under any present or future statute of similar import then in force and further expressly waives the right to obtain and recover any damages that may result from Landlord’s failure to deliver to Tenant vacant possession of the Offer Space within ninety Premises or such additional space on the specific date (90if any) days after designated for the anticipated availability date as stated by Landlord in commencement of the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except Term. Tenant agrees that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 Article 23 are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a a. Tenant expressly acknowledges that the Space A Premises is currently occupied by Emisphere and that the Commencement Date is conditioned upon the execution and delivery of an amendment of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything lease between Emisphere and Landlord which will terminate such lease with respect to the contrary contained in this Section 37.5, if Landlord shall have failed Space A Premises. Back to deliver possession of such Offer Space on or before the date which is one Contents (B) (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of If Landlord has not delivered possession of any tenant or other occupant or for any other reasonSpace A Premises by January 1, then 2004, Tenant shall have the right to withdraw may terminate this Lease and receive a full refund of all of its Acceptance Notice by Security Deposit and pre-paid Fixed Rent upon five (5) days written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantLandlord.

Possession. (a) If Tenant exercises its right The Lease shall be granted with vacant possession save as specified in the Lease and in this Agreement; The grant of the Lease does not demise the property or any equipment of any Undertaker at the Property. Title Title to lease the Offer Space and Landlord Authority’s interest in the Property [is unable registered at the Land Registry as detailed in Part 1 of Schedule 6 ] or [shall commence as in the document described in Part 1 of Schedule 6]. The Authority will not be obliged to deliver possession on deduce further title to the Property other than that deduced as at the date set forth of this Agreement. Matters which affect the Property The Property is let subject to and where appropriate with the benefit of: matters contained or referred to in: any title superior to the Lease; and the Title Documents [save for the Legal Charges [] ] [matters contained or referred to in the Offer Notice entries at the Property and Charges Registers of Title Number [] subsisting at [time and date]]; (in addition to the matters referred to in Condition 3.1.2): all matters registerable by any Competent Authority pursuant to statute; all requirements, demands, notices, orders or proposals whether or not subject to confirmation of any Competent Authority; all notices served by the owner or occupier of any adjoining or neighbouring Property; all agreements of any Competent Authority; (in the case of registered land)all those entries listed in schedule 3 to the Land Registration Act 2002 and (in the case of unregistered land) all those interests listed in schedule 1 to that Act and any interest which fall within section 11 (4) (c) of that Act (including in the case of both registered and unregistered land all those interests inserted into those schedules by schedule 12 to that Act); and any matters of which the Academy may already have actual knowledge: so far as they relate to the date on which Landlord anticipates delivering possession Property and are enforceable at completion. The Academy shall not make or raise any objection or requisition in respect of any matter referred to in Sub-Clauses 14.6.1 and 14.7.1; The Academy (or the Academy's conveyancer) has been supplied with [copies of the Offer Space entries in the registered titles to Tenant by reason the Property] [a copy of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or Title Documents before the date which is one (1) year after of this Agreement] and the anticipated Offer Space Commencement Date set forth Academy will be deemed to take the Lease with full title and the matters contained or referred to in the Offer Notice by reason documents supplied and shall not raise or make any requisitions or objections in relation to such matters. The Lease may be an underlease or a sub-underlease and the Academy accepts the position and shall raise no requisition or objection in relation to the same and shall raise no objection of the holding over or retention of possession of covenants in the Lease to not correspond with the tenant’s covenants in any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantsuperior lease.

Possession. (a) If Tenant exercises its right Landlord should be unable to lease give possession of the Offer Space ---------- Premises on the Initial or Additional Lease Commencement Date because the Premises are located in a building or Premises being constructed and which has not been sufficiently completed to make the Premises ready for occupancy, or if Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering give possession of the Offer Space to Tenant Premises on the Initial or Additional Lease Commencement Date hereof, by reason of the holding over or retention of possession of any tenant or occupant occupant, or if repairs, improvements or decoration of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant Premises or occupant to vacate any the building of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to which the Premises and the Offer Space shall form a part are not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5completed, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Landlord shall not be subject to any liability for failure to give possession on said date. Under such circumstances, the rent reserved and covenanted to be paid herein, shall not commence until the possession of the Premises is tendered by Landlord with Landlord's notice to Tenant that the same is ready for occupancy. Should tender of possession of the Premises be later or earlier than the beginning date named, then, and in that event, the beginning and ending date of this Lease shall have the right be adjusted by letter from Landlord to withdraw its Acceptance Notice by written notice thereof given on or before Tenant, to conform to the date of such tender of possession, such as if the same had been originally named as the beginning date, and this Lease shall run for the full term from the date of such tender of possession, provided that no such failure to give possession on the Lease Commencement Dates shall be thirty (30) days after in any other respect affect the end validity of this Lease or the obligations of Tenant hereunder. If permission is given to Tenant to enter into possession of the aforesaid one (1) year period unless Premises, or to occupy space other than the Premises prior to the giving date specified as the Lease Commencement Dates, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants and conditions of such notice or within ten (10) days thereafter Landlord shall have delivered vacant the provisions of this Lease. Tenant's acceptance of possession of such Offer Space to Tenantthe Premises shall be conclusive evidence that the Premises are in good order and satisfactory condition at the time of possession thereof.

Possession. A. Tenant is currently in possession of a certain "Sublet Area" consisting of a portion of Suite 110 as depicted on Exhibit A-1 attached hereto pursuant to a sublease agreement dated March 8, 1994, (athe "Sublease") If which expires at midnight on July 31, 1996. The parties agree that the Premises hereunder shall consist of the Sublet Area plow the adjacent area (the "Expansion Space") as depicted on Exhibit A-1 attached hereto and which Expansion Space shall be delivered to Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession for occupancy on the commencement date set forth in of this Lease Agreement. The parties agree that after the Offer Notice delivery of the Expansion Space to Tenant as provided for herein, the date on Premises hereunder shall consist of the Sublet Area plus the Expansion Space which together contain approximately 6,826 rentable square feet and which shall hereinafter be refereed to as "Suite 110." B. Except as otherwise provided, Landlord anticipates delivering shall deliver possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Expansion Space on or before the date which is one (1) year after hereinabove specified for commencement of the anticipated Offer Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession of the Expansion Space Commencement Date set forth by the date hereinabove provided, due to a holding over by a prior tenant, or any other cause beyond Landlord's control, or time required for construction delays due to material shortages, strikes, or acts of God, shall automatically postpone the date of commencement of the Term of this Lease Agreement with respect to the Expansion Space. The rentals herein reserved with respect to the Expansion Space shall commence on the first day of the Term, provided, however, in the Offer Notice event of any occupancy by reason Tenant prior to the beginning of the holding over or retention Term, such occupancy shall in all respects be the same as that of possession a tenant under this Lease Agreement, and the rental shall commence as of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that Tenant enters into such occupancy of the Expansion Space. Provided further, that if Landlord shall be thirty (30) days after the end delayed in delivery of the aforesaid one (1) year period unless prior Expansion Space to Tenant due to Tenant's failure to agree to the giving Plans or any delay caused by a party employed by or the agent of Tenant, or by Tenant's failure to pay for the costs of the Tenant Improvements requested by Tenant subsequent to approval of the Plans, then in such case the rental shall be accelerated by the number of days of such notice delay, and the rentals shall commence the same as if occupancy had been taken by Tenant. By occupying the Expansion Space as a Tenant, or within ten (10) days thereafter Landlord to install fixtures, facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have delivered vacant possession of such Offer accepted the same and to have acknowledged that the Expansion Space to Tenantare in the condition required by this Lease Agreement.

Possession. If for any reason the Premises shall not be ready for occupancy by Tenant at the time of commencement of this Lease, this Lease shall not be affected thereby and Tenant waives and releases all claims for damages arising out of any such delay. No rent shall be payable for the period during which the Premises shall not be ready for occupancy unless such delay is caused by Tenant. By moving into the Premises or taking possession thereof, Tenant is deemed to have accepted the Premises and agreed that the Premises is in good order and satisfactory condition, with no representation or warranty by Landlord as to the condition of the Premises or the Building or the suitability thereof for Tenant's use. Tenant by said act waives any and all defects therein. Notwithstanding the foregoing, if there have been no delays caused by Tenant, and the Commencement Date does not occur by June 30, 2000 (athe "Outside Completion Date"), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) If five (5) business days after the Outside Completion Date; and (ii) the Commencement Date. In such event, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any prepaid Rent and Security Deposit previously advanced by Tenant exercises under this Lease and, so long as Tenant has not previously defaulted under any of its obligations under this Lease, the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. Landlord and Tenant acknowledge and agree that: (i) the determination of the Commencement Date shall take into consideration the effect of any delays by Tenant; 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. Notwithstanding anything herein to the contrary, if Landlord determines that it will be unable to cause the Commencement Date to occur by the Outside Completion Date, Landlord shall have the right to lease provide Tenant with written notice (the Offer Space and Landlord is unable to deliver possession on the date "Outside Extension Notice") of such inability, which Outside Extension Notice shall set forth in the Offer Notice as the date on which Landlord anticipates delivering possession reasonably believes that the Commencement Date will occur. Upon receipt of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer SpaceOutside Extension Notice, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice terminate this Lease by providing written notice thereof given on or before the date that shall be thirty of termination to Landlord within five (305) business days after the end date of the aforesaid one Outside Extension Notice. In the event that Tenant does not terminate this Lease within such five (15) year period unless prior business day period, the Outside Completion Date shall automatically be amended to be the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantdate set forth in Landlord's Outside Extension Notice.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to for any reason cannot deliver possession on of the Premises to Tenant by the date of commencement set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over paragraph 2, this Lease shall not be void or retention of possession of any tenant or occupant of the Offer Space (i) voidable, Landlord shall not be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any of the Offer Space, (ii) damage on account thereof and Tenant shall not be liable for rent or operating costs until Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant delivers possession of the Offer Space within ninety (90) Premises. If the term commences on a date other than the date specified in paragraph 2 above, then the parties shall immediately execute an amendment to this Lease stating the actual date of commencement and the revised expiration date. The expiration date of the term shall be extended by the same number of days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) that Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms Premises was delayed from that set forth in paragraph 2. If Landlord is unable to deliver possession of the preceding provisions of this Section 37.5 are intended to constitute “an express provision Premises before May 31, 2008, Tenant or Landlord may terminate the Lease without any further liabilities or obligations to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementother. (b) Notwithstanding anything Tenant’s inability or failure to take possession of the Premises when delivered by Landlord shall not delay the commencement of the term of this Lease or Tenant’s obligation to pay rent. (c) This Lease and the obligations of Landlord and Tenant hereunder are conditioned upon the receipt by Landlord at no cost to Landlord within fifteen (15) days of the Date of Execution of a written consent to assignment from the Ground Lessor described in paragraph 58, below, which consent must contain an express waiver of surcharge or fee payable to the contrary contained in Ground Lessor (the “Stanford Surcharge”). In the event the Ground Lessor imposes the Stanford Surcharge as a result of this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reasonLease, then Tenant may, at the sole election, maintain this Lease in full force and effect by agreeing in writing within five (5) days of receipt of notice of the imposition of the Stanford Surcharge to pay the Stanford Surcharge in full as additional base rent hereunder. If the Ground Lessor fails to consent to this Lease by the Commencement Date or of the Ground Lessor consents to this Lease but imposes the Stanford Surcharge and Tenant does not agree to pay the Stanford Surcharge in a timely manner, this Lease shall have the right to withdraw its Acceptance Notice by written terminate without notice thereof given on or before the date that further documentation and each party shall be thirty (30) days after relieved of any further liability hereunder except for the end surviving effect of the aforesaid one (1) year period unless prior indemnity provision of paragraph 18 that govern any early entry onto the Premises by Tenant pursuant to the giving terms of such notice paragraph 2(a), above. Tenant hereby agrees to indemnify, defend and hold Landlord harmless from any loss, cost or within ten (10) days thereafter other liability that Landlord shall have delivered vacant possession may incur if any default by Tenant under this Lease results in the breach of such Offer Space to Tenantany term or condition contained in any consent document received from the Ground Lessor.

Possession. If Landlord shall be unable to tender possession of the ----------- Demised Premises on the Commencement Date set forth in Section 1.2 by reason of: (a) If Tenant exercises its right the fact that the Demised Premises are located in a building being constructed and which has not been sufficiently completed to lease make the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of Demised Premises ready for occupancy; (b) the holding over or retention of possession of any tenant or occupant occupant; (c) the Construction Improvements have not been substantially completed; or (d) for any other reason beyond the control of the Offer Space (i) Landlord, Landlord shall not be liable subject to Tenant any liability for any the failure by a then existing tenant or occupant to vacate any of tender possession on said date. Under such circumstances the Offer Space, (ii) Landlord shall use commercially reasonable efforts Base Annual Rent and Additional Rent reserved and covenanted to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space paid herein shall not commence until Landlord shall deliver vacant possession of the Offer Space Demised Premises is tendered to Tenant. The terms set forth in No such failure to tender possession on the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in Section 1.2 shall in any other respect affect the Offer Notice by reason validity of this Lease or the obligations of Tenant hereunder, nor shall same be construed to extend the termination date of this Lease set forth in Section 1.2. In the event the Commencement Date does not occur within six (6) months of the holding over or retention of possession of any tenant or other occupant or for any other reasondate this Lease is fully executed and delivered by Landlord and Tenant, then Tenant Landlord , without further liability, shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be terminate this Lease upon thirty (30) days after prior written notice to the end Tenant. If permission is given to Tenant to enter into possession of the aforesaid one (1) year period unless Demised Premises prior to the giving date specified as the Commencement Date, Tenant covenants and agrees that such occupancy shall be deemed to be subject to all of the terms, covenants, conditions and provisions of this Lease, and that Tenant shall be responsible for payment of Base Annual Rent, in advance, at the rate of 1/30th of the base monthly rent set forth in Section 1.3 for each day of such notice occupancy prior to the Commencement Date, and Additional Rent set forth in Section 1.5 shall begin to accrue on such date of possession. Notwithstanding any provision in this Lease to the contrary, Landlord and Tenant expressly recognize that a portion of the Premises is presently being occupied by GSA (the Federal Labor Relations Authority) as a hold-over tenant. Such portion is located on the fourth floor of the Building and contains approximately 5,000 square feet of rentable area. Landlord agrees to use all reasonable efforts to promptly tender such portion to Tenant, and in no event shall Landlord acquiesce to any extension of the holdover occupancy by GSA. Inasmuch as Tenant will not be afforded access to such portion concurrent with the remainder of the Premises to perform the Construction Improvements, the parties agree that notwithstanding the occurrence of the Commencement Date (as to the remainder of the Premises), no rent or other charges shall be payable by Tenant pertaining to such portion (pro-rated based upon a fraction 5,000/32,500) until such time as the Construction Improvements have been completed within ten (10) days thereafter Landlord shall have delivered vacant possession such portion, and in the event delivery of such Offer Space portion does not occur by December 15, 1998, to the extent that the costs of construction of the Construction Improvements is increased to Tenant by reason of the inability to perform the required work concurrent with the balance of the Premises, such increase in cost shall be borne solely by Landlord and not by Tenant.

Possession. (a) If 3.01 Tenant exercises its right acknowledges that it is leasing the Premises in “as-is, where is” condition. 3.02 Subject to lease the Offer Space and representations of Landlord is unable to deliver possession on the date set forth in this Lease, the Offer Notice Premises are accepted by Tenant in “as the date on which Landlord anticipates delivering is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Offer Space to Premises, Tenant by reason of agrees that the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to Tenant for any failure by a then existing tenant or occupant to vacate any deliver possession of the Offer SpacePremises or any other space due to the holdover or unlawful possession of such space by another party, (ii) provided, however, Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of any such space and the Offer Space within ninety (90) days after Commencement Date will be delayed until the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to delivers the Premises and the Offer Space to Tenant. Except as otherwise provided in this Lease, Tenant shall not be affected thereby except that permitted to take possession of or enter the term of the lease with respect Premises prior to the Offer Space Commencement Date without Landlord’s permission. If Tenant takes possession of or enters the Premises before the Commencement Date, Tenant shall be subject to the terms and conditions of this Lease; provided, however, except for the cost of services requested by Tenant (e.g. after hours HVAC service), Tenant shall not commence until be required to pay Rent for any entry or possession before the Commencement Date during which Tenant, with Landlord’s approval, has entered, or is in possession of, the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. 3.03 Subject to the terms and conditions of this Lease including, without limitation, Section 13, and provided Landlord has received the pre-paid Base Rent required by Section 4.01 below, the Security Deposit and all evidence of insurance coverage required hereunder, Tenant shall deliver vacant possession be permitted to enter the Premises from and after the date that is fourteen (14) days prior to the Commencement Date and, at Tenant’s sole risk, solely for the purpose of the Offer Space to Tenant. The terms set forth installing furniture, fixtures and equipment in the preceding Premises. Landlord may withdraw such permission to enter the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant, Tenant’s vendors and contractors or other tenants in the Building. Such early entry shall be subject to all the terms and provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5Lease, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then except that Tenant shall have the right no obligation to withdraw its Acceptance Notice by written notice thereof given on pay Rent or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year other charges during such early access period unless prior to Tenant commences business operations in the giving of Premises during such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantearly access period.

Possession. (a) If Tenant exercises its right Landlord hereby agrees to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering give possession of the Offer Space Premises to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) on August 15, 2020. If Landlord shall not be liable unable to Tenant tender possession on August 15, 2020, for any failure by a then existing tenant or occupant to vacate any of the Offer Spacereason, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space rent shall not commence until Landlord shall deliver vacant possession of the Offer Space Premises is tendered to Tenant. The terms set forth No failure by Landlord to give possession on August 15, 2020, shall in any way affect the preceding provisions validity of this Section 37.5 are intended to constitute “an express provision to Lease or the contrary” within the meaning of Section 223-a obligation of the New York Real Property Law Tenant hereunder, nor shall it be construed to extend or any successor Requirementreduce the Lease Term unless agreed upon in writing by Landlord and Tenant. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord and Tenant agree that Tenant shall have failed to deliver possession the sole and exclusive use of such Offer Space the playground area which adjoins the Premises on or before the date which is one (1) year after days and at the anticipated Offer Space Commencement Date times set forth herein below. Such use shall be exclusive to Tenant during Tenant’s normal operating hours (Monday – Friday 7:30am-6:00pm) and at such other times as are agreed upon between Landlord and Tenant. At all other times, Tenant may utilize the playground in conjunction with the public. However, the Mom’s Morning Out program (City of Greenbelt Preschool Program) may utilize the playground in conjunction with Tenant at any time so long as such use is coordinated with Tenant. During the periods of time Tenant is not operating, the playground shall come under the sole supervision of Landlord’s Department of Recreation and shall be utilized appropriately. Tenant shall have exclusive use of the sandbox and storage shed located in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then playground. (c) Tenant shall have the right to withdraw maintain its Acceptance school equipment (including but not limited to chairs, desks, tables, books, games and the like) on the Premises at all times (including the times that the Landlord’s Recreation Department utilizes a portion of the Premises). (d) It is understood and agreed that the Tenant's ability to use the Premises is contingent upon its obtaining all of the certificates, permits, and other approvals that may be required by any Federal, State, County, Maryland-National Capital Park and Planning Commission, or local authorities which will authorize the Tenant's use of the Premises as set forth above. Landlord shall cooperate with the Tenant in its effort to obtain such approvals so long as the approvals are consistent with this Lease. In the event that any of such applications should be finally rejected, so the Tenant will be unable to use the Premises for its intended purposes, the Tenant shall have the right to terminate this Lease. In the event that the Tenant is unable to obtain all permits, licenses and approvals required to use the Premises for its stated use, the Landlord shall have no liability to the Tenant for any loss, damages or fees incurred by the Tenant in pursuing same or for the termination of this Lease. Notice by written notice thereof given on or before of the date that Tenant's exercise of its right to terminate shall be thirty (30) days after given to Landlord in writing by certified mail, return receipt requested, and shall be effective upon the end of the aforesaid one (1) year period unless prior to the giving receipt of such notice or within ten (10) days thereafter Landlord by the Landlord. All rentals paid to said termination date shall be retained by the Landlord. Upon such termination, this Lease shall become null and void and the parties shall have delivered vacant possession no further obligations including the payment of such Offer Space money, to Tenanteach other except as otherwise expressly provided in this Lease. (e) Tenant shall abide by all applicable City, Prince George’s County, State and Federal laws and regulations, including those that limit the number of people who can occupy the Premise.

Possession. (a) Section 23.1 If Tenant exercises its right to lease the Offer Space and Landlord is shall be unable to deliver possession of the Premises on the Commencement Date or any additional space to be included within the Premises on the specific date set forth (if any) designated in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by this Lease for any reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) whatsoever, Landlord shall not be liable subject to Tenant any liability therefor and the validity of this Lease shall not be impaired thereby, but the Commencement Date shall be postponed until five (5) Business Days following notice from Landlord that the Premises or such additional space, as the case may be, are available for any failure occupancy by a then Tenant. If the existing tenant or occupant to vacate any of floors 7, 8 and 9 holds over after the Offer Spaceexpiration of its lease term, (ii) Landlord Landlord, at its expense, shall use commercially reasonable efforts efforts, which shall include the prompt commencement and diligent prosecution of an eviction action against such holdover tenant, to obtain possession of such portion of the Premises. In addition, to the extent Landlord collects any holdover rental (exclusive of electricity) from such existing tenant in excess of the Fixed Rent and Escalation Rent that Tenant would have been obligated to pay Landlord for the corresponding period under this Lease, Landlord shall pay Tenant one-half of such excess, after first recovering the expenses incurred by Landlord in connection with such holdover proceeding. Tenant expressly waives any right to rescind this Lease under Section 223-a of the New York Real Property Law or under any present or future statute of similar import then in force and further expressly waives the right to recover any damages that may result from Landlord’s failure to deliver to Tenant vacant possession of the Offer Space within ninety Premises or such additional space on the specific date (90if any) days after designated for the anticipated availability date as stated by Landlord in commencement of the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except Term. Tenant agrees that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 Article 23 are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.a.

Possession. Tenant agrees to accept the Expansion Space without any agreements, representations, understanding or obligations on the part of Landlord to perform any alterations, repairs or improvements except as expressly provided for in the Work Letter, attached to the Lease as Exhibit C. Tenant covenants and agrees to cause the plans and specifications (as set forth in paragraph 1 (b) of Exhibit C of the Lease) for the Expansion Space to be delivered to Landlord upon the earlier to occur of the date which is (a) If Tenant exercises its right 150 days prior to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewithExpansion Space Commencement Date, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything November 1, 1999. Any construction, alterations or improvements made to the contrary contained Expansion Space by Tenant shall be subject to Landlord's prior written approval including without limitation, approval of the plans, specifications, contractors and subcontractors therefor, and all applicable terms and conditions of the Lease relating to construction, alterations or improvements of the Demised Premises, and such other reasonable requirements or conditions as Landlord may impose. During any period that Tenant shall be permitted to enter the Expansion Space prior to the Expansion Space Commencement Date other than to occupy the same in this Section 37.5the normal conduct of business (e.g., if to perform alterations or improvements), Tenant shall comply with all terms and provisions of the Lease, except those provisions requiring payment of Expansion Space Rent. If Tenant shall enter the Expansion Space prior to the Expansion Space Commencement Date for the purpose of occupying the same in the normal conduct of business, Expansion Space Rent shall commence on such date. The Expansion Space Commencement Date shall be delayed and Expansion Space Rent shall be abated to the extent that Landlord shall have failed fails: (a) to substantially complete any improvements to the Expansion Space required to be performed by Landlord under Exhibit C of the Lease in connection herewith, or (b) to deliver possession of such Offer the Expansion Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant except to the extent that Tenant, its contractors, agents, or employees in any way contribute to either such failures. Any such delay in the Expansion Space Commencement Date shall have the right not subject Landlord to withdraw its Acceptance Notice by written notice thereof given on any liability for any loss or before the date that damage resulting therefrom, and Tenant's sole remedy with respect thereto shall be thirty (30) days after the end abatement of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Expansion Space to TenantRent.

Possession. No Grantor may (aA) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession Dispose of the Offer Space to Tenant by reason of the holding over or retention of relinquish possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable Spare Parts Asset to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby anyone except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant applicable Grantors shall have the right (w) to withdraw its Acceptance Notice Dispose to the extent permitted under Section 6.04 of the Loan Agreement and in the ordinary course of business, (x) to transfer possession of any Spare Parts Asset in the ordinary course of business to the manufacturer thereof or any other organization for testing, overhaul, repairs, maintenance, alterations or modifications (to the extent required or permitted by written notice thereof given on the terms hereof) or before to any Person for the date purpose of transport to any of the foregoing; provided that such Grantor covenants to promptly pay when due any payment obligation resulting in a mechanic’s or other Lien related to such testing service, repair, maintenance, overhaul, alternation, modification, or transport, (y) to subject any Spare Parts Asset to a maintenance servicing agreement arrangement entered into and operated in the ordinary course of business or (z) to transfer in the ordinary course of business any Spare Parts Asset between any Designated Spare Parts Locations; provided, however, that if the applicable Grantor’s title to any such Spare Parts Asset shall be thirty divested under any situation described in clauses (30x) days after through (z) above, such divestiture shall be deemed to be a Disposition with respect to such Spare Parts Asset subject to the end provisions of Section 2.06(b) of the aforesaid one Loan Agreement or (1B) year period commingle at any location its Spare Parts Assets that constitute Collateral with (i) other Spare Parts of the applicable Grantor not constituting Collateral or (ii) the Spare Parts of another Affiliate if such other Affiliate has pledged Spare Parts which are not Collateral to secure any other Indebtedness or obligations, unless prior (x) the ownership of each such commingled Spare Parts can be definitely determined at all times by reference to the giving applicable Grantor’s or Affiliate’s Spare Parts tracking number and system, as applicable, or (y) the Spare Parts of such notice Grantor or within ten Affiliate are not of a type or category of spare parts that corresponds to a type of category of Spare Parts Assets that is included in the Collateral; provided that Spare Parts that are segregated on a separate aisle, shelf or in a separate storage bin or other storage unit or area shall not be considered as having been commingled even though such Spare Parts are present at the same location so long as the applicable Grantor install signs in or on each such aisle, shelf, bin or other storage unit or area containing Collateral bearing the inscription: “Property of [GRANTOR], Mortgaged to THE BANK OF NEW YORK MELLON as Collateral Agent for the benefit of the Secured Parties” (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space sign to Tenantbe replaced if there is a successor Collateral Agent).

Possession. (a) If Tenant exercises its right to this lease is executed before the Offer Space Premises become ready for occupancy and Landlord is unable cannot deliver possession of the Premises on or before commencement of the Term for any reason other than an omission, delay or default caused by Tenant, rent shall ▇▇▇▇▇ until Landlord can deliver possession, and Tenant hereby accepts such abatement in full settlement of any and all claims Tenant may have against Landlord arising from Landlord's inability to deliver possession on at the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession commencement of the Offer Space Term. Any occupancy by Tenant prior to Tenant by reason the beginning of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Term, even if rent free, shall not in all other respects be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect pursuant to the Premises terms and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 Lease. By occupying the Premises as tenant, Tenant shall be deemed to have accepted the same and acknowledged that the Premises are intended in the condition required hereunder. 5. BASE MONTHLY RENTAL (e) Tenant shall pay in advance to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law Landlord at Landlord's address for rental payments set out in Paragraph 25 hereof, or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if at such other place as Landlord shall have failed to deliver possession designate in writing, promptly, without demand, on the first day of such Offer Space on or before each month during the date Term a base monthly rental (the "BASE MONTHLY RENTAL"), which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that originally shall be thirty NINE THOUSAND THREE HUNDRED TWENTY-TWO AND NO/100 DOLLARS (30) $9,322.00), and which shall be adjusted from time to time as provided in Paragraph 6 hereof. If the Term commences on a day other than the first day of a month, or terminates on a day other than the last day of a month, the Base Monthly Rental for the first and last partial month shall be prorated based upon the actual number of days after the end of the aforesaid one (1) year period unless prior to the giving of in such notice a month. The Base Monthly Rental shall be due and payable in all events, without any setoff or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantdeduction whatsoever.

Possession. The parties acknowledge that the Premises are currently occupied by AMO under an existing lease with Landlord that is due to expire on or about May 30, 2008 (a) If the “AMO Lease”). The “Commencement Date” shall occur upon substantial completion of the Tenant exercises its right to lease the Offer Space Improvements and Landlord is unable to deliver possession on Work by Landlord, as certified in writing by the date set forth in General Contractor and Landlord. On the Offer Notice as the date on which Commencement Date, Landlord anticipates delivering shall deliver, and Tenant shall accept, possession of the Offer Space Premises and enter into occupancy of the Premises on the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Tenant agrees to accept possession of the Premises in its then existing condition (latent defects excepted), subject to Landlord’s obligations in Section 7 to complete the Tenant Improvements and Landlord Work, and further provided that the Premises are then in broom clean condition and in as good condition as they exist at the time of Lease execution. If Landlord, for any reason whatsoever, cannot deliver possession of the said Premises to Tenant by reason of at the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any damage resulting therefrom; but in that event the Commencement Date and Expiration Date of the Offer Space, (ii) Lease and all other dates affected thereby shall be revised to conform to the date of Landlord’s delivery of possession. Landlord shall use commercially reasonable efforts to obtain and deliver to provide Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect access to the Premises and the Offer Space shall not be affected thereby except that the term for Tenant’s design of the lease with respect Tenant Improvements and for the installation of Tenant’s wiring, data cabling, phone system, equipment and furniture. In addition, effective June 1, 2008, Tenant shall be permitted to occupy a portion of the Offer Space shall not commence 1st floor of the building to accommodate reasonable workspace for at least twenty (20) people until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed is able to deliver possession of such Offer Space on or before the date which is one (1) year after Premises to Tenant. Such early access to the anticipated Offer Space Commencement Date set forth in Premises by Tenant shall be upon all the Offer Notice by reason terms and conditions of the holding over or retention of possession of any tenant or other occupant or for any other reasonLease and such space shall be in reasonable working conditions, then except that no Base Monthly Rent shall be due and Tenant shall have be required to pay operating expenses only for the right to withdraw its Acceptance Notice by written notice thereof given on or before square footage Tenant actually occupies, until the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to TenantCommencement Date.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant The Buyer will have vacant possession of the Offer Space within ninety (90) days Property OR subject to the following existing tenancies, if any , at o’clock m. on the day after the anticipated availability date as stated by Landlord in Final Completion Date. Notwithstanding the Offer Notice and in connection therewithforegoing, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver Buyer will have vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision Property (subject to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5foregoing existing tenancies, if Landlord shall have failed to deliver possession of such Offer Space any) on the day after the Trust Completion Date if either: (A) on or before the date which is one (1) year day after the anticipated Offer Space Commencement Date set forth in acceptance of this Contract by all parties the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by Buyer gives written notice thereof given to the Seller of its election to take possession on such earlier date, or (B) thereafter the Buyer and Seller agree in writing that the Buyer will take possession on such earlier date; and in each case the parties agree that, on or before the date that shall be thirty (30) days after Possession Date, the end Buyer will obtain a title insurance policy issued by a company licensed to issue such a policy in British Columbia for the benefit of the aforesaid one (1) year period unless prior Buyer and the Buyer’s lender, if applicable, on the terms and conditions acceptable to the giving Buyer and the Buyer’s lender, if applicable, and without limiting the foregoing including “gap coverage” for the period between the delivery of the signed Assignment of Lease on the Trust Completion Date and the Final Completion Date (the “Title Insurance Policy”), which Title Insurance Policy will be paid for by: □ the Buyer; □ the Seller; or □ shared equally between the Buyer and the Seller; and during such period, the Buyer and ▇▇▇▇▇▇ agree that the Buyer will have possession of the Property as if it were a tenant of the Seller, and the Buyer agrees with the Seller to abide by all of the terms and conditions of the Lease as tenant thereunder. Without limiting the foregoing, during the period from and including the Possession Date up to and including the Final Completion Date, the Buyer will obtain and maintain in force all insurance required to be maintained under the Lease and, as between the Buyer and the Seller, the parties agree that the benefit of such notice or within ten (10) days thereafter Landlord shall have delivered vacant insurance will be for the Buyer and, to the extent that the Seller receives any proceeds from therefrom, the Seller will pay such proceeds to the Buyer. The date on which the Buyer obtains possession of such Offer Space the Property pursuant to Tenantthis clause shall hereinafter be referred to as the “Possession Date”.

Possession. THE PURCHASER Upon payment of the first N5,000,000.00 (aFive Million Naira) If Tenant exercises its as stated in 3(b) above, shall retain exclusive right to lease enter the Offer Space land, take actual possession of it, erect its corporate sign post, parcelate, clear, bulldoze and Landlord measure the land, commence gate house construction, commence building and construction projects. That from the commencement of this agreement till when the purchase price is unable to deliver possession on the date set forth defrayed, THE PURCHASER shall remain in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason land. The PURCHASER shall have right against all forms of encumbrances and disturbance from the VENDOR or anybody claiming title through them. THE VENDOR covenants with THE PURCHASER that it have not done, engaged in or carried out any act or omission, deed and/or anything whatsoever in respect of the holding over property herein which will make the VENDOR incapable of or retention of possession of any tenant or occupant of preventing THE VENDOR from selling or/and assigning the Offer Space (i) Landlord shall not be liable property and further agrees at all times hereafter to Tenant indemnify THE PURCHASER fully for any failure by loss or damage arising from a then existing tenant or occupant successful claim to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect title to the Premises and property or any act done by any person with an adverse claim to the Offer Space shall not be affected thereby except property. THE PURCHASER hereby admits that it is entering into this contract based on information given it by the VENDOR that the term property is free from encumbrance, boundary issues, litigation or any form of the lease with respect disturbance. That THE VENDOR has agreed to execute deed of assignment and every other document necessary and instrumental to THE PURCHASER obtaining perfect title to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenantproperty at no extra cost. The terms set forth in VENDOR hereby agrees to be true, all information given by it and covenants to indemnify the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or PURCHASER fully for any other reasonloss incurred by them as a result of relying on the information given by them. THE VENDOR hereby agrees that the executing of all agreements, then Tenant shall have including the right to withdraw its Acceptance Notice by written notice thereof given on or before Deed of Assignment, covering the date that 200 (Two Hundred) plots of land herein above mentioned, shall be thirty (30) days after undertaken and expressly signed by the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.relevant parties at no extra cost whatsoever

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety Additional Premises to Tenant, with the “Work” being “substantially completed” therein (90as such terms are defined in Paragraph 6(c) days after above), no later than June 1, 2004, in order for Tenant to proceed with the anticipated availability Tenant's Work. The date Landlord so delivers possession of the Additional Premises is referred to herein as stated by the “Turnover Date”. If Landlord in the Offer Notice and in connection therewithshould be unable, if appropriate in Landlord’s good faith judgmentdue to fire or other casualty, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant any other reason beyond Landlord's reasonable control, to so deliver possession of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Additional Premises and the Offer Space on or before June 1, 2004, Landlord shall not be affected thereby except that subject to any liability for failure to deliver possession. Such failure to deliver possession shall not affect either the validity of the Lease or the obligations of either Landlord or Tenant under the Lease or be construed to extend the expiration of the term of the lease with respect Lease either as to the Offer Space shall not commence until Landlord shall deliver vacant possession respective Additional Premises or the balance of the Offer Space to Tenant. The terms set forth in Premises; provided, however, that under such circumstances (A) the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space stated Additional Premises Commencement Date set forth in the Offer Notice Paragraph l(b)(i) above shall be extended by reason one day for each day of the holding over or retention delay beyond June 1, 2004 in delivery of possession of any tenant or other occupant or for any other reasonsuch Additional Premises to Tenant, then and (B) Landlord shall continue to use reasonable efforts to so deliver possession of the Additional Premises to Tenant shall have as soon thereafter as reasonably practicable. Any occupancy of the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days Additional Premises from and after the end of Turnover Date and continuing through the aforesaid one (1) year period unless day immediately prior to the giving Additional Premises Commencement Date shall be subject to all of the terms and provisions set forth in the Lease, except that (i) Tenant shall not be obligated to pay Monthly Base Rent or Rent Adjustments attributable to the Additional Premises for any such notice or within ten period prior to the Additional Premises Commencement Date, and (10ii) days thereafter Landlord shall have delivered vacant possession of be obligated to furnish janitorial or other base building services within the Additional Premises for any such Offer Space period prior to Tenantthe Additional Premises Commencement Date.

Possession. (6.1 Before possession is offered the Seller shall make timely and necessary application(s) to the concerned authorities and/or bodies and shall: a) If Tenant exercises its right Obtain completion certificate from the Architect of the Block certifying that the Unit is fit for occupancy and for taking possession. b) Apply for Occupancy Certificate from the Howrah Municipal Corporation. c) Obtain water, drainage, sewerage, electric and other essential services to lease the Offer Space Said Unit. 6.2 It is however agreed by and Landlord is unable between the parties hereto, that the Seller shall not be responsible or accountable or to deliver be held liable for any delay in approving and/or processing of above mentioned application(s) by the concerned authorities and such delays shall not form part of (or included in) the time limit set out in Clause 5.1. 6.3 The Purchaser shall unless he/she/they/it takes possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering earlier be deemed to have taken possession of the Offer Space Said Unit upon expiry of 15 (Fifteen) days from the date of notice for delivery of possession by the Seller to Tenant by reason the Purchaser, hereinafter called the Date of Possession, irrespective of when the Purchaser takes actual physical possession of the holding over or retention Said Unit. PROVIDED THAT such notice for possession shall be issued by the Seller to the Purchaser after complying with its obligations in terms of this Agreement. 6.4 The Purchaser agrees to take possession of any tenant the Said Unit notwithstanding completion of all Common Areas and/or facilities in all the said Block or occupant the Said Complex. The moment the Unit of the Offer Space (i) Landlord Purchaser shall be habitable for use, the same shall be deemed to have been ready for possession irrespective of whether all the Common Areas and/or facilities and/or erection of other Blocks are complete or not. 6.5 At the request of the Purchaser, the Seller may at its option and subject to such conditions as it may deem fit, allow the Purchaser to have temporary access to the Said Unit for interiors and furniture works at its own costs PROVIDED THAT the Purchaser has made full payment of the Sale Price, Extras and Deposits and has also completed the registration of the Said Unit. The Purchaser shall complete the interiors and furniture works without disturbing or causing inconvenience to the Seller or purchasers / occupants of other Units and without making any change in the structure and construction of the Said Unit. During such period the Seller shall continue to be in possession of the Said Unit and the Purchaser shall only have a revocable and temporary license to have access to the Said Unit for the aforesaid limited purpose and shall not be liable entitled to Tenant for any failure actually occupy, use or enjoy the Said Unit, till possession is given by a then existing tenant or occupant to vacate any the Seller by issuing the notice of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementpossession. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. 3.1 Subject to Landlord’s obligation to perform the Landlord Work, the Premises are accepted by Tenant in “As Is” condition and configuration without any representations or warranties by Landlord. Except as otherwise set forth in this Lease, Tenant acknowledges and agrees that (a) If Landlord has not made any representation or warranty with respect to (i) the condition of the Premises, the Building or the Project or (ii) the suitability or fitness of any of the same for the conduct of Tenant’s Permitted Use, its business or for any other purpose and (b) the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and that such Exhibit A is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the Common Areas, or the elements thereof, or of the accessways to the Premises, the Building or the Project, or any portion thereof. The taking of possession of the Premises by Tenant exercises its right to lease shall conclusively establish that the Offer Space Premises, the Project and the Building were at such time in good and sanitary order. Landlord is unable shall endeavor to deliver possession of the Premises to Tenant in the condition required (in connection with such delivery) under this Lease and the Work Letter (the “Delivery Condition”) prior to or on the date set forth Target Delivery Date; provided, however, that in the Offer Notice as event that such delivery is delayed for any reason or the date Delivery Date otherwise does not occur on which Landlord anticipates delivering possession or before the Target Delivery Date, this Lease shall not be void or voidable (or terminable by Tenant), the Term of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) this Lease shall not be extended, and Landlord shall not be liable to Tenant for any loss or damage resulting from such delay or from the failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant delivery of possession of the Offer Space within ninety (90) days Premises to occur on any particular date. 3.2 Promptly after the anticipated availability date as stated by determination of the Commencement Date, Landlord and Tenant shall enter into a Commencement Date Letter substantially in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) form attached as Exhibit I. Tenant’s obligations failure to execute and return the Commencement Letter shall in no way affect the Commencement Date, Rent Commencement Date or Expiration Date under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLease. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenant.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect Subject to the Premises and the Offer Space shall not be affected thereby except that the term right of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed Lessee to deliver possession of any item of Equipment to the Manufacturer thereof for testing or other similar purposes or to any Authorized Maintenance Performer for service, repair, maintenance or overhaul work on such Offer Space on item of Equipment or before any part thereof or for alterations or modifications in or additions to such item of Equipment to the date which is one (1) year after extent required or permitted by the anticipated Offer Space Commencement Date set forth terms of Articles 5 and 6 hereof or to any member of a pooling arrangement as provided in the Offer Notice by reason of the holding over Article 6.2, Lessee shall not sublease, assign or retention of otherwise transfer possession of any tenant item of Equipment, or any part thereof, leased hereunder without the prior written consent of Beneficiary which consent will not be unreasonably withheld, but may be subject to such conditions as it reasonably deems necessary to protect its interests and the interests of Lessor; PROVIDED that a Wet Lease of 90 days or less (including all stated renewals) may be entered into without Beneficiary's consent so long as such Wet Lease is expressly subject and subordinate to this Lease and Lessee provides a copy thereof to Beneficiary upon commencement thereof. This Lease and all or any part of Lessee's rights hereunder shall not be assigned or otherwise in any way transferred or hypothecated by Lessee without the prior written consent of Lessor, and any purported assignment, transfer or hypothecation without the prior written consent of Lessor shall constitute an Event of Default hereunder and be void. Lessor agrees for the benefit of Lessee and for the benefit of any other holder of a security interest in any engine owned by Lessee, any lessor of any engine leased to Lessee and any conditional vendor of any engine purchased by Lessee subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engines so owned, leased or purchased and that neither Lessor nor its successors or assigns will acquire or claim as against Lessee or any such mortgagee, lessor or conditional vendor or other occupant holder of a security interest or any successor or assignee of any thereof, any right, title, or interest in such engine as a result of such engine being installed on the Airframe; PROVIDED that such agreement of Lessor shall not be for the benefit of any lessor or secured party of an airframe leased to Lessee or purchased by Lessee subject to a conditional sale or other security agreement or for the benefit of any mortgagee or any other reasonholder of a security interest in an airframe owned by Lessee on which Lessee then proposes to install an Engine, then Tenant shall have the right to withdraw unless such lessor, conditional vendor, other secured party or mortgagee party has effectively agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its Acceptance Notice by written notice thereof given on successors or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving assigns will acquire, as against Lessor or Beneficiary any right, title or interest in an Engine as a result of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of Engine being installed on such Offer Space to Tenantairframe.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space to Tenant by reason of the holding over or retention Taking of possession of any tenant or occupant of by Tenant shall be deemed conclusively to establish Tenant has accepted the Offer Space (i) Landlord shall not be liable to Tenant Demised Premises as suitable for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall Tenant's intended use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in that Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s 's construction obligations under this Lease with respect to the Demised Premises have been completed and are in good and satisfactory condition (subject to latent defects and completion of any incomplete or corrective items specified in a "punch list" approved by Landlord and Tenant). - 3 - 5. Rental Pavrnents. (a) Commencing on the Offer Space shall not be affected thereby except that Rental Commencement Date, and continuing thereafter throughout the Lease Term, Tenant hereby agrees to pay all Rent due and payable under this Lease. As used in this Lease, the term of "Rent" shall mean the lease with respect Base Rental (as hereinafter defined), Tenant's Forecast Additional Rental (as hereinafter defined), Tenant's Additional Rental (as hereinafter defined), and any other amounts that Tenant assumes or agrees to pay under the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 Lease that are intended owed to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or Landlord, including without limitation any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice and all other sums that may become due by reason of any default of Tenant or failure on Tenant's part to comply with the holding over agreements, terms, covenants and conditions of this Lease to be performed by Tenant. Base Rental together with Tenant's Forecast Additional Rental shall be due and payable in twelve (12) equal installments on the first day of each calendar month, commencing on the Rental Commencement Date and continuing thereafter throughout the Lease Term and any extensions or retention of possession of any tenant renewals thereof, and Tenant hereby agrees to pay such Rent to Landlord at Landlord's address as provided herein (or such other occupant or for any other reason, then address as may be designated by Landlord from time to time) monthly in advance. Tenant shall have pay all Rent and other sums of money as shall become due from and payable by Tenant to Landlord under this Lease at the right to withdraw its Acceptance Notice by written notice thereof given on times and in the manner provided in this Lease, without demand, deduction, set-off or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantcounterclaim.

Possession. (a) A. If Tenant exercises its right to lease the Offer Space and Landlord is unable to Landlord, for any reason whatsoever, cannot deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises to the Tenant by reason on the intended date of the holding over or retention of possession of any tenant or occupant commencement of the Offer Space (i) Landlord Term, this Lease shall not be void or voidable, nor shall the Landlord be liable to Tenant for any failure by a then existing tenant loss or occupant to vacate any of damage resulting therefrom. Under such circumstances, the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space rent provided for herein shall not commence until Landlord shall deliver vacant possession of the Offer Space Premises is made available to Tenant and no such failure to give possession on the date of commencement of the Term shall affect the validity of this Lease or the obligations of the Tenant hereunder, and the Term shall be extended accordingly. B. The Premises shall be deemed to be ready for Tenant’s occupancy if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability of the Premises or any part thereof for occupancy shall be due to special work, changes, alterations, or additions required or made by Tenant in the layout or finishing of the Premises. The terms Whether or not the Premises are ready for occupancy shall be determined by the Jurisdiction in which the Property is located as set forth in the preceding provisions Lease Schedule, which shall evidence same by authorizing ▇▇▇▇▇▇’s occupancy thereof, which authorization may be in the form of this Section 37.5 are intended oral or written permission to constitute occupy which if in the form of written permission, may be in the form of a temporary or permanent certificate of occupancy. It is further understood that within 48 hours of initial occupancy, the parties shall jointly inspect the Premises and prepare a “an express provision punch list” of incomplete items to the contrarybe completed by Landlord within a reasonable time after occupancy. Tenant agrees to provide a supplemental “punch list” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of such Offer Space on or before the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason of the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantoccupancy encompassing all items not then completed except for latent defects.

Possession. (a) If Subject to the terms of this Lease, Tenant exercises its right acknowledges that it will examine the Premises and Exterior Area before taking possession hereunder. Tenant acknowledges it has been afforded full access to lease the Offer Space Premises and Landlord is unable Exterior Area to deliver possession on the date set forth in the Offer Notice conduct such examinations as the date on which Landlord anticipates delivering possession of the Offer Space it deems appropriate to Tenant by reason of the holding over determine if patent or retention of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease latent defects exist with respect to the Premises or Exterior Area and all construction activity relating thereto. Except to the Offer Space shall not be affected thereby except that the term of the lease extent expressly set forth in this Lease (including, without limitation, with respect to those items expressly warranted by Landlord in Section 2.8 and Landlord’s obligations with respect to latent defects set forth in Section 7.5(a) below), Tenant accepts the Offer Space shall not commence until Landlord shall deliver vacant Premises and Exterior Area in its then “AS-IS, WHERE IS, WITH ALL FAULTS” condition without any representations or warranties of any kind (including, without limitation, any express or implied warranties of merchantability, fitness or habitability) and ▇▇▇▇▇▇’s taking possession of the Offer Space to Tenant. The terms set forth in Premises or Exterior Area or any portion thereof shall be conclusive evidence against Tenant that the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a portion of the New York Real Property Law Premises or any successor RequirementExterior Area taken possession of was then in good order and satisfactory condition AND TENANT SHALL THEREUPON BE DEEMED TO HAVE WAIVED ALL CLAIMS RELATING TO THE CONDITION OF THE PREMISES, EXTERIOR AREA AND THE PROJECT. TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, NEITHER LANDLORD NOR ANY OTHER LANDLORD PARTY NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, CONTRACTORS, PROPERTY MANAGERS OR REPRESENTATIVES HAVE MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO HABITABILITY, MERCHANTABILITY, SUITABILITY, QUALITY, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE (COLLECTIVELY, THE “DISCLAIMED WARRANTIES”) WITH REGARD TO THE PREMISES, EXTERIOR AREA, BUILDING, LAND OR PROJECT; AND TENANT HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DISCLAIMED WARRANTIES. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver exclusive possession of such Offer Space the Premises to Tenant on or before the date which is one (1) year Early Entry Date with the Premises vacant, broom clean, and otherwise in the condition required by this Lease, except that completion of installation of the Landlord HVAC Work by Landlord will occur after the anticipated Offer Space Commencement Early Entry Date set forth (collectively, the “Delivery Condition”). Furthermore, Landlord represents and warrants to Tenant that: (i) Landlord will deliver the Premises and Exterior Area, including without limitation all Building systems serving the Premises (including mechanical, electrical, plumbing, HVAC, life safety systems and any other Building systems) in the Offer Notice by reason good working order and, to Landlord’s actual knowledge as of the holding over or retention Effective Date, with the Premises, Exterior Area and Project in compliance with all Laws, (ii) the Premises and Exterior Area are not subject to any rights of possession first refusal, rights of any tenant first offer, options or other occupant preferential rights to lease or for occupy, (iii) Landlord is not in default under any other reasonmortgage or deed of trust filed against the Premises, then Tenant shall have the right to withdraw its Acceptance Notice by Exterior Area and/or Project; and (iv) Landlord has received no written notice thereof given on and has no actual knowledge that the Premises and Exterior Area are subject to any pending litigation or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenantgovernment investigation.

Possession. The Developer has delivered possession of the Schedule “C” Undivided Share to the Purchaser by placing the Purchaser in joint possession of the Schedule “B” Property and the Developer has delivered possession of the Schedule “C” Private Residence to the Purchaser on this day and in this regard the Purchaser agrees, declares and accepts that: The area of the Schedule “C” Private Residence and the Area of the Car Parking are as per Sanction Plans and agreed under the Agreement for Sale; (a) If Tenant exercises its right to lease the Offer Space The Common Amenities and Landlord is unable to deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession Facilities of the Offer Space to Tenant by reason Project and the Specifications of the holding over or retention Schedule “C” Private Residence are as per the agreed terms under the Agreement of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementSale. (b) Notwithstanding anything Quality of construction and development of the Project and the Schedule “C” Private Residence is as per the Agreement to Sale. (c) the Common Areas and the Common Amenities and Facilities provided of the Project are as per the Agreement to Sale; (d) The Developer has completed all its obligations with regard to the contrary contained Schedule “C” Private Residence and accordingly the Developer is completely discharged from all its obligations save and except the defect liability during the period provided in this Section 37.5, if Landlord the Act. (e) The sale of the Schedule “C” Undivided is only to enable the Purchaser to construct and own the Schedule “C” Private Residence and the Purchaser shall have failed not be entitled to deliver seek partition or separate possession of such Offer Space the Schedule “C” Undivided Share; (f) The Purchaser/s have on or before this day joined the date which is one (1) year after Owners Association formed under the anticipated Offer Space Commencement Date set forth said Deed of Declaration and have also executed the Form B along with the execution of this Sale Deed and the Purchaser covenant to be subjected to the rights and obligations specified in the Offer Notice by reason said Deed of Declaration and the holding over or retention of possession of any tenant or other occupant or for any other reason, then Tenant shall have the right Rules/Bye-Laws there under and as may be amended from time to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be thirty (30) days after the end of the aforesaid one (1) year period unless prior to the giving of such notice or within ten (10) days thereafter Landlord shall have delivered vacant possession of such Offer Space to Tenanttime.

Possession. (a) If Tenant exercises its right to lease the Offer Space and Except as otherwise provided, Landlord is unable to shall deliver possession on the date set forth in the Offer Notice as the date on which Landlord anticipates delivering possession of the Offer Space Premises with any tenant improvements thereto substantially completed on or before the Commencement Date, but delivery of possession prior to Tenant by reason such Commencement Date shall not affect the Expiration Date of this Lease. Time is of the holding over or retention essence. Failure of possession of any tenant or occupant of the Offer Space (i) Landlord shall not be liable to Tenant for any failure by a then existing tenant or occupant to vacate any of the Offer Space, (ii) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant vacant possession of the Offer Space within ninety (90) days after the anticipated availability date as stated by Landlord in the Offer Notice and in connection therewith, if appropriate in Landlord’s good faith judgment, institute and diligently prosecute a holdover or other proceedings against such tenant or occupant of such Offer Space and (iii) Tenant’s obligations under this Lease with respect to the Premises and the Offer Space shall not be affected thereby except that the term of the lease with respect to the Offer Space shall not commence until Landlord shall deliver vacant possession of the Offer Space to Tenant. The terms set forth in the preceding provisions of this Section 37.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement. (b) Notwithstanding anything to the contrary contained in this Section 37.5, if Landlord shall have failed to deliver possession of the Premises by the Commencement Date due to any cause beyond the reasonable control of Landlord, including, without limitation, a holding over by a prior tenant, labor or material shortages, strikes, casualty loss, acts of God or failure by the City to timely approve any plans or issue a building permit (any of the foregoing being hereafter referred to as an “Excused Delay”), shall automatically postpone the Commencement Date and shall extend the Expiration Date accordingly, and Tenant may continue its occupancy of Suite 450 of the Building during the period of any such Offer Space delay. The Rent herein reserved shall commence on or before the first day of the Term, provided, however, in the event of any occupancy by Tenant prior to the beginning of the Term, such occupancy shall in all respects be the same as that of a tenant under this Lease, and the Rent shall commence as of the date which is one (1) year after the anticipated Offer Space Commencement Date set forth in the Offer Notice by reason that Tenant enters into such occupancy of the holding over Premises. Provided further, that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant's failure to timely deliver any plans to Landlord or retention make any required deposit, changes in or additions to plans or tenant improvements made at the request of possession Tenant or any other delay caused by Tenant or any of its contractors, agents or employees, or by Tenant's failure to pay for the costs of the tenant improvements in excess of any tenant improvement allowance and any deposit (any of the foregoing being hereafter referred to as a “Tenant Delay”), then in such case Tenant’s obligation to pay Rent shall be accelerated by the number of days of such Tenant Delay. Prior to the commencement of the Term, Landlord shall have no responsibility or other occupant liability for loss or damage to trade fixtures or equipment installed or left on the Premises. By occupying the Premises as a tenant, or to install trade fixtures or equipment, or to perform finishing work, Tenant shall be conclusively deemed to have accepted the same and to have acknowledged that the Premises are in the condition required by this Lease, except for any other reasonitems for which Tenant has given Landlord a detailed, then Tenant shall have the right to withdraw its Acceptance Notice by written notice thereof given on or before the date that shall be list within thirty (30) days after the end of Tenant's first occupancy of the aforesaid one Premises. Should the commencement date of the Term of this Lease occur for any reason on a day other than the first day of the calendar month, then in that event solely for the purposes of determining the Expiration Date of the Term of this Lease, the Term shall be deemed to have commenced on the first (11st) year period unless prior to day of the giving calendar month immediately following. Following Tenant's occupancy of such notice or the Premises and within ten (10) days thereafter of Landlord’s request, Landlord and Tenant shall have delivered vacant possession execute a ratification agreement which shall set forth the final commencement and expiration dates of the Term, shall acknowledge the Base Rent, the square footage of the Premises (office space and warehouse, shared mechanical space), delivery of the Premises in the condition required by this Lease Agreement and shall include such Offer Space to Tenant.other matters as Landlord may reasonably request (hereafter the “Ratification Agreement”). A draft of the Ratification Agreement is attached hereto as Exhibit F.