Common use of Substitute Space Clause in Contracts

Substitute Space. Section 38.01. Tenant agrees that Owner may elect, at any time, by notice (referred to as "Owner's Notice") to Tenant to substitute for all or any portion of the original Demised Premises any other portion of the Building which shall have approximately the same number of rentable square feet of space as the portion of the original Demised Premises being substituted (measured by Owner in the same manner as Owner has measured the original Demised Premises) and in the event of such election by Owner, Owner's Notice shall contain such number of rentable square feet and shall be accompanied by a floor plan delineating the additional portion of the Building so substituted. Said additional portion of the Building so substituted shall be usable for storage in the event the portion of the Demised Premises being substituted is the Storage Space and as general offices if the remainder of the Demised Premises is being substituted. Owner's Notice shall contain a date (referred to as the "Surrender Date") upon which Tenant shall be required to vacate and surrender to Owner the portion of the original Demised Premises being substituted which Surrender Date shall be at least sixty (60) days next following the date of the giving of Owner's Notice. Upon the giving of Owner's Notice, Tenant shall vacate and surrender to Owner the portion of the original Demised Premises in question on or prior to the Surrender Date in accordance with the provisions of Article 21 and relocate into such substituted space (which, together with all appurtenances, fixtures, improvements, additions and other property attached thereto or installed therein is referred to as the "Substituted Space") as of the earlier of the following two (2) dates [referred to as the "Substituted Space Commencement Date"]: (i) the date Tenant shall relocate therein; or (ii) the date next following the Surrender Date, or at any time thereafter, other than Tenant's Personal Property. Tenant agrees to accept possession of the Substituted Space in the condition existing as of the Substituted Space Commencement Date provided it is usable for storage or as general offices, as the case may be, and further provided that Owner shall build-out and paint and/or finish the Substituted Space in a manner substantially similar to the original Demised Premises. Owner agrees, at Owner's sole cost and expense on or prior to the Surrender Date, to (i) build-out and finish the Substituted Space as provided in the immediately preceding sentence, (ii) move all of Tenant's Personal Property from the Demised Premises to the Substituted Space and (iii) run all telecommunications cabling and electric wiring servicing the Original Demised Premises to the Substituted Space so that Tenant shall be able to obtain services substantially similar to those services used by Tenant in the original Demised Premises, all of which items (i), (ii) and (iii) shall be performed in a manner so as to insure the continuous operation of Tenant's business. As of the Substituted Space Commencement Date, the Substituted Space shall hereby be deemed to be included in the Demised Premises for all purposes of this Lease as though the Substituted Space were initially leased by Owner to Tenant without in any way affecting any of the terms, covenants or conditions of this Lease unless the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted, in which event this Lease shall be modified as provided in Section 38.02. Section 38.02. Owner and Tenant agrees that the rentable square footage of the Storage Space is 2,300 square feet and the rentable square footage of the remainder of the Demised Premises is 3,367 square feet. In the event the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted (the difference in square footage from the original Demised Premises is referred to as the "Square Footage Differential"), then, on the Substituted Space Commencement Date: A. The Fixed Rent shall be increased or decreased, as the case may be, by a sum equal to the product of (i) the Fixed Rent per rentable square foot as of the Substituted Space Commencement Date multiplied by (ii) the Square Footage Differential, and the monthly installments of the Fixed Rent shall be adjusted accordingly to conform with the foregoing. In the event that the Substituted Space Commencement Date shall be other than the first (1st) day of any calendar month, the monthly installment of Fixed Rent for the calendar month during which the Substituted Space Commencement Date shall occur shall be adjusted pro-rata to reflect such adjustment in the Fixed Rent. B. The Demised Premises Area set forth in Section 23.01 shall be increased or decreased, as the case may be, by the Square Footage Differential. Section 38.03. Upon demand of Owner, Tenant will execute, acknowledge and deliver to Owner an instrument, in form reasonably satisfactory to Owner, setting forth the modifications to this Lease resulting from any Square Footage Differential. However, neither the failure of Owner to demand the execution and delivery of such instrument nor the failure of Tenant to execute and deliver such instrument shall vitiate the provisions of this Article.

Substitute Space. Section 38.01. Tenant agrees that Owner may elect28.1 At any time and from time to time whether before or after the Commencement Date, at any time, Landlord shall have the one-time right to substitute other space in the Center (“Substitute Space”) for the Premises by notice (referred to as "Owner's a “Substitution Notice"”) given to Tenant to substitute for all or any portion of designating the original Demised Premises any other portion of the Building which shall have approximately the same number of rentable square feet of space as the portion of the original Demised Premises being substituted (measured by Owner in the same manner as Owner has measured the original Demised Premises) and in the event of such election by Owner, Owner's Notice shall contain such number of rentable square feet and shall be accompanied by a floor plan delineating the additional portion of the Building so substituted. Said additional portion of the Building so substituted for the Premises. The Substitute Space shall be usable for storage in the event the portion of the Demised Premises being substituted is the Storage Space and as general offices if the remainder of the Demised Premises is being substituted. Owner's Notice shall contain a date (referred to as the "Surrender Date") upon which Tenant shall be required to vacate and surrender to Owner the portion of the original Demised Premises being substituted which Surrender Date shall be at least sixty (60) days next following the date of the giving of Owner's Notice. Upon the giving of Owner's Notice, Tenant shall vacate and surrender to Owner the portion of the original Demised Premises in question on or prior to the Surrender Date in accordance with the provisions of Article 21 and relocate into such substituted space (which, together with all appurtenances, fixtures, improvements, additions and other property attached thereto or installed therein is referred to as the "Substituted Space") as of the earlier of the following two (2) dates [referred to as the "Substituted Space Commencement Date"]: (i) the date Tenant shall relocate therein; or (ii) the date next following the Surrender Date, or at any time thereafter, other than Tenant's Personal Property. Tenant agrees to accept possession of the Substituted Space in the condition existing as of the Substituted Space Commencement Date provided it is usable for storage or as general offices, as the case may be, and further provided that Owner shall build-out and paint and/or finish the Substituted Space in have a manner rentable area substantially similar to the original Demised Premises. Owner agrees, at Owner's sole cost and expense on or prior to the Surrender Date, to (i) build-out and finish the Substituted Space as provided in the immediately preceding sentence, (ii) move all of Tenant's Personal Property from the Demised Premises to the Substituted Space and (iii) run all telecommunications cabling and electric wiring servicing the Original Demised Premises to the Substituted Space so that Tenant shall be able to obtain services have a substantially similar to those services used by Tenant in the original Demised Premisesconfiguration, all of which items (i), (ii) and (iii) shall not be performed in a manner so as to insure located below the continuous operation of Tenant's business. As 15th floor of the Substituted building in which the Substitute Space Commencement Dateis located. Tenant shall cooperate with Landlord in effectuating the substitution of space contemplated by this Article. Notwithstanding such substitution of space, this Lease and all the Substituted Space terms, provisions, covenants and conditions contained in this Lease shall hereby remain and continue in full force and effect, except that the Premises shall be and be deemed to be included the Substitute Space, with the same force and effect as if the Substitute Space were originally specified in the Demised Premises for all purposes of this Lease as though the Substituted Space were initially leased by Owner to Tenant without in any way affecting any Premises demised hereunder. Section 28.2 In the event of the terms, covenants or conditions substitution of this Lease unless the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted, in which event this Lease shall be modified as provided in Section 38.02. Section 38.02. Owner and Tenant agrees that 28.1 the rentable square footage of the Storage Space is 2,300 square feet and the rentable square footage of the remainder of the Demised Premises is 3,367 square feet. In the event the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted following provisions (the difference in square footage from the original Demised Premises is referred to as the "Square Footage Differential"), then, on the Substituted Space Commencement Datea) through (d) shall apply: A. The Fixed Rent shall be increased or decreased(a) If the Substitute Space has a rentable area less than Tenant’s Area, as the case may be, by a sum equal to the product of (i) the Fixed Rent per rentable square foot as of the Substituted Space Commencement Date multiplied by (ii) the Square Footage Differential, and the monthly installments of Additional Rent payable under this Lease, effective on the date the Substitute Space is available for occupancy by Tenant (the “Substitution Date”), shall be decreased appropriately. If the Substitute Space has a rentable area greater than Tenant’s Area the Fixed Rent and the Additional Rent payable under this Lease shall not be adjusted accordingly to conform with the foregoing. In the event that the Substituted Space Commencement Date shall be other than the first (1st) day of any calendar month, the monthly installment of Fixed Rent for the calendar month during which the Substituted Space Commencement Date shall occur shall be adjusted pro-rata to reflect such adjustment in the Fixed Rentincreased. B. The Demised (b) Landlord shall, at Landlord’s expense, prepare the Substitute Space in substantially the same manner as the Premises Area were prepared for Tenant’s initial occupancy. Landlord shall have the right to move any millwork, floor covering, cabinet work, and any other decoration as well as telephone lines and any other communication line and other reusable items, from the Premises to the Substitute Space. (c) As soon as Landlord has Substantially Completed preparing the Substitute Space as set forth in Section 23.01 28.2(b), Tenant, upon 20 days’ prior written notice, shall be increased or decreasedmove to the Substitute Space at Landlord’s reasonable cost and expense, and upon failure of Tenant so to move to the Substitute Space, Landlord, as Tenant’s agent, may remove Tenant from the case may be, by Premises to the Square Footage Differential. Section 38.03Substitute Space. Upon demand of Owner, Tenant will execute, acknowledge and deliver to Owner an instrument, in form reasonably satisfactory to Owner, setting forth the modifications to this Lease resulting from any Square Footage Differential. However, neither the failure of Owner to demand the execution and delivery of such instrument nor the The failure of Tenant to move to the Substitute Space pursuant to this Article 28 within 5 days after the expiration of such 20 days’ notice shall be an Event of Default, and Tenant shall pay Rent with respect to both the Premises and Substitute Space until Tenant has moved to the Substitute Space. Landlord shall not move Tenant into the Substitute Space during business hours. (d) Promptly after Tenant shall enter into occupancy of the Substitute Space, Landlord shall reimburse Tenant for Tenant’s reasonable, direct, out-of-pocket moving expenses including but not limited to the reasonable cost of disconnecting, moving and reconnecting telecommunication and data processing equipment, installing cabling and, if required, replacing stationery, unless Landlord moved Tenant into the Substitute Space pursuant to Section 28.2(c) above. Upon request from Landlord, Tenant shall supply Landlord with satisfactory evidence of direct out-of-pocket expenses incurred by Tenant in moving from the Premises to the Substitute Space. Section 28.3 Following any substitution of space pursuant to this Article 28, Landlord and Tenant, promptly at the request of either party, shall execute and deliver a supplementary agreement setting forth such instrument shall vitiate substitution of space, the provisions of this ArticleSubstitution Date and the change (if any) in the Fixed Rent and Additional Rent.

Substitute Space. Section 38.01. Tenant agrees that Owner may elect28.1 At any time and from time to time whether before or after the Commencement Date, at any time, Landlord shall have the right to substitute other space in the Center (“Substitute Space”) for the Premises by notice (referred to as "Owner's a “Substitution Notice"”) given to Tenant to substitute for all or any portion of designating the original Demised Premises any other portion of the Building which shall have approximately the same number of rentable square feet of space as the portion of the original Demised Premises being substituted (measured by Owner in the same manner as Owner has measured the original Demised Premises) and in the event of such election by Owner, Owner's Notice shall contain such number of rentable square feet and shall be accompanied by a floor plan delineating the additional portion of the Building so substituted. Said additional portion of the Building so substituted for the Premises. The Substitute Space shall be usable for storage in the event the portion of the Demised Premises being substituted is the Storage Space and as general offices if the remainder of the Demised Premises is being substituted. Owner's Notice shall contain a date (referred to as the "Surrender Date") upon which Tenant shall be required to vacate and surrender to Owner the portion of the original Demised Premises being substituted which Surrender Date shall be at least sixty (60) days next following the date of the giving of Owner's Notice. Upon the giving of Owner's Notice, Tenant shall vacate and surrender to Owner the portion of the original Demised Premises in question on or prior to the Surrender Date in accordance with the provisions of Article 21 and relocate into such substituted space (which, together with all appurtenances, fixtures, improvements, additions and other property attached thereto or installed therein is referred to as the "Substituted Space") as of the earlier of the following two (2) dates [referred to as the "Substituted Space Commencement Date"]: (i) the date Tenant shall relocate therein; or (ii) the date next following the Surrender Date, or at any time thereafter, other than Tenant's Personal Property. Tenant agrees to accept possession of the Substituted Space in the condition existing as of the Substituted Space Commencement Date provided it is usable for storage or as general offices, as the case may be, and further provided that Owner shall build-out and paint and/or finish the Substituted Space in have a manner rentable area substantially similar to the original Demised Premises. Owner agrees, at Owner's sole cost and expense on or prior to the Surrender Date, to (i) build-out and finish the Substituted Space as provided in the immediately preceding sentence, (ii) move all be above the 19th floor of Tenant's Personal Property from the Demised Premises to the Substituted Space building in which it is located, and (iii) run all telecommunications cabling and electric wiring servicing the Original Demised Premises to the Substituted Space so that shall have a substantially similar configuration (i.e. Tenant shall be able to obtain services utilize the Substitute Space in a substantially similar to those services used by Tenant in manner as it utilizes the original Demised Premises, all of which items (i), (ii) Tenant shall cooperate with Landlord in effectuating the substitution of space contemplated by this Article. Notwithstanding such substitution of space, this Lease and (iii) all the terms, provisions, covenants and conditions contained in this Lease shall remain and continue in full force and effect, except that the Premises shall be performed in a manner so as to insure the continuous operation of Tenant's business. As of the Substituted Space Commencement Date, the Substituted Space shall hereby and be deemed to be included the Substitute Space, with the same force and effect as if the Substitute Space were originally specified in the Demised Premises for all purposes of this Lease as though the Substituted Space were initially leased by Owner to Tenant without in any way affecting any Premises demised hereunder. Section 28.2 In the event of the terms, covenants or conditions substitution of this Lease unless the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted, in which event this Lease shall be modified as provided in Section 38.0228.1 the following provisions (a) through (d) shall apply: (a) If the Substitute Space has a rentable area less than Tenant’s Area, the Fixed Rent and the Additional Rent payable under this Lease, effective on the date the Substitute Space is available for occupancy by Tenant (the “Substitution Date”), shall be decreased appropriately. If the Substitute Space has a rentable area greater than Tenant’s Area the Fixed Rent and the Additional Rent payable under this Lease shall not be increased. (b) Landlord shall, at Landlord’s expense, prepare the Substitute Space in substantially the same manner as the Premises were prepared for Tenant’s initial occupancy. Landlord shall have the right to move any millwork, floor covering, cabinet work, and any other `decoration as well as telephone lines and any other communication line and other reusable items, from the Premises to the Substitute Space. (c) As soon as Landlord has Substantially Completed preparing the Substitute Space as set forth in Section 28.2(b), Tenant, upon 10 days’ prior written notice, shall move to the Substitute Space at Landlord’s reasonable cost and expense, and upon failure of Tenant so to move to the Substitute Space, Landlord, as Tenant’s agent, may remove Tenant from the Premises to the Substitute Space. The failure of Tenant to move to the Substitute Space pursuant to this Article 28 within 5 days after the expiration of such 10 days’ notice shall be an Event of Default, and Tenant shall pay Rent with respect to both the Premises and Substitute Space until Tenant has moved to the Substitute Space. (d) Promptly after Tenant shall enter into occupancy of the Substitute Space, Landlord shall reimburse Tenant for Tenant’s reasonable, direct, out-of-pocket moving expenses, including, but not limited to, the cost of disconnecting, moving and reconnecting telecommunication and data processing equipment, installing cabling and, if required, replacing stationery, unless Landlord moved Tenant into the Substitute Space pursuant to Section 28.2(c) above. Upon request from Landlord, Tenant shall supply Landlord with satisfactory evidence of direct out-of-pocket expenses incurred by Tenant in moving from the Premises to the Substitute Space. Section 38.02. Owner 28.3 Following any substitution of space pursuant to this Article 28, Landlord and Tenant agrees that Tenant, promptly at the rentable square footage request of either party, shall execute and deliver a supplementary agreement setting forth such substitution of space, the Storage Space is 2,300 square feet Substitution Date and the rentable square footage of the remainder of the Demised Premises is 3,367 square feet. In the event the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted change (the difference if any) in square footage from the original Demised Premises is referred to as the "Square Footage Differential"), then, on the Substituted Space Commencement Date: A. The Fixed Rent shall be increased or decreased, as the case may be, by a sum equal to the product of (i) the Fixed Rent per rentable square foot and Additional Rent. Section 28.4 If Tenant does not believe that the Substitute Space is substantially similar to the Premises in Tenant’s sole discretion, Tenant shall have the right, as its sole and exclusive remedy hereunder, to terminate this Lease within 20 days after the delivery by Landlord of the Substituted Space Commencement Date multiplied Substitution Notice by delivering to Landlord a notice terminating this Lease (iithe “Termination Notice”), effective on the date (the “Termination Option Date”) that is the Square Footage Differential, and the monthly installments last day of the Fixed Rent shall be adjusted accordingly to conform with month in which occurs the foregoing90th day after Tenant delivers the Termination Notice, time being of the essence in respect of the delivery of the Termination Notice. In the event that Tenant shall give the Substituted Space Commencement Termination Notice, this Lease shall come to an end and expire on the Termination Option Date, with the same force and effect as if said date were the Expiration Date shall be other than the first (1st) day of any calendar month, the monthly installment of Fixed Rent for the calendar month during which the Substituted Space Commencement Date shall occur shall be adjusted pro-rata to reflect such adjustment in the Fixed Rent. B. The Demised Premises Area set forth in Section 23.01 shall be increased this Lease, unless sooner terminated pursuant to any other term, covenant or decreased, as the case may be, by the Square Footage Differential. Section 38.03. Upon demand condition of Owner, Tenant will execute, acknowledge and deliver to Owner an instrument, in form reasonably satisfactory to Owner, setting forth the modifications to this Lease resulting from any Square Footage Differential. However, neither the failure of Owner or pursuant to demand the execution and delivery of such instrument nor the failure of Tenant to execute and deliver such instrument shall vitiate the provisions of this Articlelaw.

Substitute Space. Section 38.01. Tenant agrees (a) In the event Landlord exercises the Termination Option as provided herein, Landlord shall, lease to Tenant, portions of the submezzanine level of the Building, designated as Space ‘_’, as more particularly shown on Exhibit A attached hereto (the “Substitute Space”), for a term commencing on the date (the “Substitute Space Commencement Date”) that Owner may elect, at any time, by notice (referred to as "Owner's Notice") Landlord delivers possession of the Substitute Space to Tenant and ending on the Initial Expiration Date, or such earlier date upon which the term of the Lease may expire or be terminated pursuant to substitute any of the conditions of limitation or other provisions of the Lease or pursuant to law, upon all of the terms and conditions of the Existing Lease, as modified by this Amendment. (b) Landlord shall deliver possession of the Substitute Space to Tenant on the Effective Date. Landlord shall not be liable for all failure to deliver possession of the Substitute Space or any portion thereof to Tenant on any specified date, and such failure shall not impair the validity of this Amendment. The provisions of this Article are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the original Demised Premises New York Real Property Law or any other portion successor Requirement. Landlord shall give Tenant at least ten (10) days’ advance written notice of the Building which shall have approximately Effective Date. Notwithstanding the same number foregoing, ▇▇▇▇▇▇▇▇ agrees not to deprive Tenant of rentable square feet access to the Additional Premises by virtue of space as the portion Landlord’s exercise of the original Demised Premises being substituted (measured by Owner in Termination Option and/or the same manner as Owner has measured the original Demised Premises) and in the event of such election by Owner, Owner's Notice shall contain such number of rentable square feet and shall be accompanied by a floor plan delineating the additional portion delivery of the Building so substitutedSubstitute Space. Said additional portion ▇▇▇▇▇▇▇▇ further agrees that any work required to reconfigure the Additional Premises and/or the Substitute Space shall not occur during the Holiday Season. (c) Effective as of the Building so substituted shall be usable for storage in the event the portion of the Demised Premises being substituted is the Storage Space and as general offices if the remainder of the Demised Premises is being substituted. Owner's Notice shall contain a date (referred to as the "Surrender Effective Date") upon which Tenant shall be required to vacate and surrender to Owner the portion of the original Demised Premises being substituted which Surrender Date shall be at least sixty (60) days next following the date of the giving of Owner's Notice. Upon the giving of Owner's Notice, Tenant shall vacate and surrender to Owner lease the portion Substitute Space upon all of the original Demised Premises in question on or prior to the Surrender Date in accordance with the provisions of Article 21 terms and relocate into such substituted space (which, together with all appurtenances, fixtures, improvements, additions and other property attached thereto or installed therein is referred to as the "Substituted Space") as conditions of the earlier of the following two (2) dates [referred to Original Lease, except as the "Substituted Space Commencement Date"]: follows: (i) Tenant has inspected the date Tenant shall relocate therein; or Substitute Space and agrees (iix) the date next following the Surrender Dateexcept as expressly provided herein, or at any time thereafter, other than Tenant's Personal Property. Tenant agrees to accept possession of the Substituted Substitute Space in the “as is” condition existing on the Effective Date, (y) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Substitute Space or the Building except as expressly set forth herein, and (z) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Substitute Space or the Building to prepare the same for Tenant’s occupancy (provided, however, that nothing herein shall be deemed to relieve Landlord of Landlord’s obligations pursuant to Section 7.1 (a) of the Substituted Original Lease). Tenant’s occupancy of any part of the Substitute Space Commencement Date provided it is usable for storage or as general officesshall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the case may be, and further provided that Owner shall build-out and paint and/or finish the Substituted Substitute Space in a manner substantially similar its then current condition and (B) the Substitute Space and the Building are in satisfactory condition as required by this Amendment. (ii) Notwithstanding anything to the original Demised Premises. Owner agreescontrary contained herein, at Owner's sole cost Landlord and expense on or prior Tenant agree that Landlord shall reconfigure the doors and hallways connecting the Additional Space to the Surrender Date, Substitute Space and shall reconfigure and re-route the existing services to and around the Substitute Space as reasonably required. Tenant shall cooperate with Landlord in connection with the foregoing. (id) build-out Landlord and finish Tenant agree and acknowledge that the Substituted Substitute Space is substantially comparable in size to the Surrendered Space and that there shall be no change to any of the financial terms and conditions of the Lease as a result of the surrender of the Surrendered Space or the leasing of the Substitute Space as provided in the immediately preceding sentence, (ii) move all of Tenant's Personal Property from the Demised Premises to the Substituted Space and (iii) run all telecommunications cabling and electric wiring servicing the Original Demised Premises to the Substituted Space so that Tenant shall be able to obtain services substantially similar to those services used by Tenant in the original Demised Premises, all of which items (i), (ii) and (iii) shall be performed in a manner so as to insure the continuous operation of Tenant's business. As of the Substituted Space Commencement Date, the Substituted Space shall hereby be deemed to be included in the Demised Premises for all purposes of this Lease as though the Substituted Space were initially leased by Owner to Tenant without in any way affecting any of the terms, covenants or conditions of this Lease unless the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted, in which event this Lease shall be modified as provided in Section 38.02herein. Section 38.02. Owner and Tenant agrees that the rentable square footage of the Storage Space is 2,300 square feet and the rentable square footage of the remainder of the Demised Premises is 3,367 square feet. In the event the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted (the difference in square footage from the original Demised Premises is referred to as the "Square Footage Differential"), then, on the Substituted Space Commencement Date: A. The Fixed Rent shall be increased or decreased, as the case may be, by a sum equal to the product of (i) the Fixed Rent per rentable square foot as of the Substituted Space Commencement Date multiplied by (ii) the Square Footage Differential, and the monthly installments of the Fixed Rent shall be adjusted accordingly to conform with the foregoing. In the event that the Substituted Space Commencement Date shall be other than the first (1st) day of any calendar month, the monthly installment of Fixed Rent for the calendar month during which the Substituted Space Commencement Date shall occur shall be adjusted pro-rata to reflect such adjustment in the Fixed Rent. B. The Demised Premises Area set forth in Section 23.01 shall be increased or decreased, as the case may be, by the Square Footage Differential. Section 38.03. Upon demand of Owner, Tenant will execute, acknowledge and deliver to Owner an instrument, in form reasonably satisfactory to Owner, setting forth the modifications to this Lease resulting from any Square Footage Differential. However, neither the failure of Owner to demand the execution and delivery of such instrument nor the failure of Tenant to execute and deliver such instrument shall vitiate the provisions of this Article.

Substitute Space. Section 38.01. Tenant agrees that Owner may elect28.1 Landlord shall have the one-time right, at any timeexercisable upon not less than 60 days’ prior written notice designating the space so substituted for the Premises (a “Substitution Notice”), by notice (referred to as "Owner's Notice") to Tenant whether before or after the Commencement Date, to substitute for all or any portion of the original Demised Premises any other portion of the Building which shall have approximately the same number of rentable square feet of space as the portion of the original Demised Premises being substituted (measured by Owner in the same manner as Owner has measured Center (“Substitute Space”) for the original Demised Premises) and in the event of such election by Owner, Owner's Notice Premises . The Substitute Space shall contain such number of rentable square feet and shall be accompanied by a floor plan delineating the additional portion of the Building so substituted. Said additional portion of the Building so substituted shall be usable for storage in the event the portion of the Demised Premises being substituted is the Storage Space and as general offices if the remainder of the Demised Premises is being substituted. Owner's Notice shall contain a date (referred to as the "Surrender Date") upon which Tenant shall be required to vacate and surrender to Owner the portion of the original Demised Premises being substituted which Surrender Date shall be at least sixty (60) days next following the date of the giving of Owner's Notice. Upon the giving of Owner's Notice, Tenant shall vacate and surrender to Owner the portion of the original Demised Premises in question on or prior to the Surrender Date in accordance with the provisions of Article 21 and relocate into such substituted space (which, together with all appurtenances, fixtures, improvements, additions and other property attached thereto or installed therein is referred to as the "Substituted Space") as of the earlier of the following two (2) dates [referred to as the "Substituted Space Commencement Date"]: (i) the date Tenant shall relocate therein; or (ii) the date next following the Surrender Datehave a rentable area, or at any time thereafter, other than Tenant's Personal Property. Tenant agrees to accept possession of the Substituted Space in the condition existing as of the Substituted Space Commencement Date provided it is usable for storage or as general offices, as the case may befinishes, and further provided that Owner shall build-out and paint and/or finish the Substituted Space in a manner number of exterior windows substantially similar to the original Demised Premises. Owner agrees, at Owner's sole cost and expense on or prior to the Surrender Date, to (i) build-out and finish the Substituted Space as provided in the immediately preceding sentence, (ii) move all of Tenant's Personal Property from the Demised Premises to the Substituted Space and shall have a substantially similar configuration (iii) run all telecommunications cabling and electric wiring servicing the Original Demised Premises to the Substituted Space so that i.e. Tenant shall be able to obtain services utilize the Substitute Space in a substantially similar to those services used by Tenant in manner as it utilizes the original Demised Premises, all of which items (i), (ii) and (iii) shall not be performed located below the 15th floor of a building in a manner so the Center. Tenant shall cooperate with Landlord in effectuating the substitution of space contemplated by this Article, at no out of pocket cost to Tenant. Notwithstanding such substitution of space but except as to insure otherwise expressly set forth in this Article, this Lease and all the continuous operation of Tenant's business. As of terms, provisions, covenants and conditions contained in this Lease shall remain and continue in full force and effect, except that the Substituted Space Commencement Date, the Substituted Space Premises shall hereby be and be deemed to be included the Substitute Space, with the same force and effect as if the Substitute Space were originally specified in the Demised Premises for all purposes of this Lease as though the Substituted Space were initially leased by Owner to Tenant without in any way affecting any Premises demised hereunder. Section 28.2 In the event of the termssubstitution of space as provided in Section 28.1 the following provisions (a) through (d) shall apply: (a) If the Substitute Space has a rentable area less than Tenant’s Area, covenants or conditions of the Fixed Rent and the Additional Rent payable under this Lease unless Lease, effective on the Substituted date the Substitute Space contains more or less is available for occupancy by Tenant (the “Substitution Date”), shall be decreased proportionately. If the Substitute Space has a rentable square feet area greater than Tenant’s Area, the portion of Fixed Rent and the original Demised Premises for which such space was substituted, in which event Additional Rent payable under this Lease shall not be modified as provided in Section 38.02increased. Section 38.02(b) Landlord shall, at ▇▇▇▇▇▇▇▇'s sole cost and expense, prepare the Substitute Space in substantially the same manner as the Premises were prepared for ▇▇▇▇▇▇'s initial occupancy. Owner Landlord shall have the right to move any millwork, floor covering, cabinet work, and Tenant agrees that the rentable square footage of the Storage Space is 2,300 square feet any other `decoration as well as telephone lines and the rentable square footage of the remainder of the Demised Premises is 3,367 square feet. In the event the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted (the difference in square footage any other communication line and other reusable items, from the original Demised Premises is referred to as the "Square Footage Differential"), then, on the Substituted Space Commencement Date: A. The Fixed Rent shall be increased or decreased, as the case may be, by a sum equal to the product of (i) the Fixed Rent per rentable square foot as of the Substituted Space Commencement Date multiplied by (ii) the Square Footage Differential, and the monthly installments of the Fixed Rent shall be adjusted accordingly to conform with the foregoing. In the event that the Substituted Space Commencement Date shall be other than the first (1st) day of any calendar month, the monthly installment of Fixed Rent for the calendar month during which the Substituted Space Commencement Date shall occur shall be adjusted pro-rata to reflect such adjustment in the Fixed RentSubstitute Space. B. The Demised Premises Area (c) As soon as Landlord has Substantially Completed preparing the Substitute Space as set forth in Section 23.01 28.2(b), Tenant, upon 30 days' prior written notice, shall be increased or decreased, as move to the case may be, by the Square Footage Differential. Section 38.03Substitute Space at Landlord's sole cost and expense. Upon demand of Owner, Tenant will execute, acknowledge and deliver to Owner an instrument, in form reasonably satisfactory to Owner, setting forth the modifications to this Lease resulting from any Square Footage Differential. However, neither the failure of Owner to demand the execution and delivery of such instrument nor the The failure of Tenant to move to the Substitute Space pursuant to this Article 28 within 5 days after the expiration of such 30 days’ notice shall be an Event of Default. Landlord shall assist ▇▇▇▇▇▇ in the performance of such move into the Substitute Space and during such move, shall not charge Tenant for overtime freight elevator use. Tenant shall not be required to move during Tenant’s normal business hours. (d) Promptly after Tenant shall enter into occupancy of the Substitute Space, Landlord shall reimburse Tenant for Tenant's reasonable, direct, out-of-pocket moving expenses, including, without limitation, expenses incurred in connection with obtaining new letterhead and stationery indicating ▇▇▇▇▇▇’s new address. Upon request from Landlord, Tenant shall supply Landlord with satisfactory documentation demonstrating the direct out-of-pocket expenses incurred by Tenant in moving from the Premises to the Substitute Space. Section 28.3 Following any substitution of space pursuant to this Article 28, Landlord and Tenant, promptly at the request of either party, shall execute and deliver a supplementary agreement setting forth such instrument substitution of space, the Substitution Date and the change (if any) in the Fixed Rent and Additional Rent. Section 28.4 If Tenant does not believe that the Substitute Space is substantially similar to the Premises in Tenant’s sole discretion, Tenant shall vitiate have the provisions right, as its sole and exclusive remedy hereunder, to terminate this Lease within 20 days after the delivery by Landlord of the Substitution Notice by delivering to Landlord a notice terminating this Article.Lease (the “Article 28 Termination Notice”), effective on the date (the “Article 28 Termination Option Date”) that is the last day of the month in which occurs the 90th day after Tenant delivers the Article 28 Termination Notice, time being of the essence in respect of the delivery of the Article 28

Substitute Space. In the event Landlord is not able to identify any Contiguous Available Space to satisfy Tenant's Expansion Request within ten (10) business days after Landlord's receipt of the Expansion Request, Landlord shall within twenty (20) days after the date of Landlord's receipt of the Expansion Request, use reasonable efforts to identify and notify Tenant in writing (the "Substitute Space Proposal") of contiguous office space in the Building ("Substitute Space") which might satisfy Tenant's desire for expansion space and replace the initial Leased Premises described in Section 38.011.01, together with any Designated Offer Space added to the Leased Premises pursuant to Article 61 (the "Existing Leased Premises") with contiguous Office Space located either within that portion of the Complex known as the South Tower or on the sixteenth (16th) to twenty-third (23rd) floors of that portion of the Complex known as the North Tower. Tenant agrees that Owner may shall have ten (10) business days after the date Tenant receives the Substitute Space Proposal to elect, by written notice to Landlord (the "Substitute Space Acceptance") to exercise Tenant's Right to Expand the Leased Premises with respect to the Substitute Space. Notwithstanding the foregoing, Tenant shall have no right to exercise its Right to Expand the Leased Premises with respect to the Substitute Space (and, at Landlord's Option, any previous exercise of that right shall be null and void if at the time Tenant attempts to exercise that right, or at any timetime thereafter until the Substitute Space has been substituted for the Leased Premises, this Lease or the Term has already expired or otherwise been terminated for any reason, or Tenant defaults in the performance of any of its obligations under this Lease. If Tenant fails to notify Landlord in writing, within ten (10) business days after the date the Substitute Space Proposal is delivered to Tenant, that Tenant has elected to exercise its Right to Expand the Leased Premises with respect to the Substitute Space, then Tenant shall be deemed to have irrevocably declined to exercise its right and the right granted to Tenant in this Article 62 shall terminate and be deemed null, void and of no further effect. In the event Landlord is unable to provide a Substitute Space Proposal within the time period provided above in this Section 62.02, Tenant shall have the right to elect to terminate this Lease on a date selected by Tenant (the "Early Termination Date") which shall be the ninth (9th) day of a calendar month occurring not less than four (4) months nor more than nine (9) months after the date the Substitute Space Proposal was due, provided that: (i) Tenant has entered into a lease agreement (the "Replacement Lease") with a landlord not affiliated with Tenant for the lease of office space in a building located in the downtown Denver central business district with a rentable area that is equal to or greater than the rentable area of the Substitute Space for a term of not less than five (5) years, (ii) Tenant delivers written notice (referred to as "Owner's Early Termination Notice") to Tenant Landlord electing to substitute for all or any portion exercise its right of termination pursuant to this Section 62.02 specifying the original Demised Premises any other portion of the Building which shall have approximately the same number of rentable square feet of space as the portion of the original Demised Premises being substituted (measured by Owner in the same manner as Owner has measured the original Demised Premises) and in the event of such election by Owner, Owner's Notice shall contain such number of rentable square feet and shall be accompanied by a floor plan delineating the additional portion of the Building so substituted. Said additional portion of the Building so substituted shall be usable for storage in the event the portion of the Demised Premises being substituted is the Storage Space and as general offices if the remainder of the Demised Premises is being substituted. Owner's Notice shall contain a date (referred to as the "Surrender Date") upon which Tenant shall be required to vacate and surrender to Owner the portion of the original Demised Premises being substituted which Surrender Early Termination Date shall be at least within sixty (60) days next following after the date Tenant received the Substitute Space Proposal; and (iii) Tenant shall deliver a true and complete copy of the giving of Owner's Replacement Lease to Landlord with the Early Termination Notice. Upon In the giving event Tenant exercises its right to terminate the Lease in compliance with the provisions of Owner's Noticethis Section 62.02, this Lease shall terminate on the Early Termination Date as if such date was the Termination Date, Tenant shall completely vacate and surrender redeliver the Leased Premises to Owner the portion of the original Demised Premises in question on or prior to the Surrender Date Landlord in accordance with the provisions of Article 21 and relocate into such substituted space (which, together with all appurtenances, fixtures, improvements, additions and other property attached thereto Section 11.03 on or installed therein is referred to as before the "Substituted Space") as of the earlier of the following two (2) dates [referred to as the "Substituted Space Commencement Date"]: (i) the date Tenant shall relocate therein; or (ii) the date next following the Surrender Early Termination Date, or at any time thereafter, other than Tenant's Personal Property. Tenant agrees to accept possession of the Substituted Space in the condition existing as of the Substituted Space Commencement Date provided it is usable for storage or as general offices, as the case may be, and further provided that Owner shall build-out Landlord and paint and/or finish the Substituted Space in a manner substantially similar to the original Demised Premises. Owner agrees, at Owner's sole cost and expense on or prior to the Surrender Date, to (i) build-out and finish the Substituted Space as provided in the immediately preceding sentence, (ii) move all of Tenant's Personal Property from the Demised Premises to the Substituted Space and (iii) run all telecommunications cabling and electric wiring servicing the Original Demised Premises to the Substituted Space so that Tenant shall be able to obtain services substantially similar to released from their respective obligations under this Lease, except for those services used by Tenant in the original Demised Premises, all of obligations which items (i), (ii) and (iii) shall be performed in a manner so as to insure the continuous operation of Tenant's business. As of the Substituted Space Commencement Date, the Substituted Space shall hereby be deemed to be included in the Demised Premises for all purposes of this Lease as though the Substituted Space were initially leased by Owner to Tenant without in any way affecting any of the terms, covenants or conditions of this Lease unless the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted, in which event this Lease shall be modified as provided in Section 38.02. Section 38.02. Owner and Tenant agrees that the rentable square footage of the Storage Space is 2,300 square feet and the rentable square footage of the remainder of the Demised Premises is 3,367 square feetexpressly survive termination. In the event Tenant exercises its right to lease the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted (the difference in square footage from the original Demised Premises is referred to as the "Square Footage Differential"), then, on the Substituted Space Commencement Date: A. The Fixed Rent shall be increased or decreased, as the case may be, by a sum equal to the product of (i) the Fixed Rent per rentable square foot as of the Substituted Space Commencement Date multiplied by (ii) the Square Footage Differential, and the monthly installments of the Fixed Rent shall be adjusted accordingly to conform with the foregoing. In the event that the Substituted Space Commencement Date shall be other than the first (1st) day of any calendar monthSubstitute Space, the monthly installment of Fixed Rent for the calendar month during which the Substituted Space Commencement Date following provisions shall occur shall be adjusted pro-rata to reflect such adjustment in the Fixed Rent. B. The Demised Premises Area set forth in Section 23.01 shall be increased or decreased, as the case may be, by the Square Footage Differential. Section 38.03. Upon demand of Owner, Tenant will execute, acknowledge and deliver to Owner an instrument, in form reasonably satisfactory to Owner, setting forth the modifications to this Lease resulting from any Square Footage Differential. However, neither the failure of Owner to demand the execution and delivery of such instrument nor the failure of Tenant to execute and deliver such instrument shall vitiate the provisions of this Article.apply:

Substitute Space. Section 38.01. Notwithstanding anything herein to the contrary, Landlord shall have the right and power to relocate Tenant agrees that Owner may elect, at any time, by notice within the Building to space (referred to as the "Owner's NoticeRelocation Space") to Tenant to substitute for all or any portion of the original Demised Premises any other portion of the Building which shall have approximately the same number of contains at least as many rentable square feet of space as the portion space from which Tenant is being moved and which is reasonably suited to Tenant's use. Any relocation shall be made at Landlord's expense, including remodeling or refurbishing the Relocation Space such that its condition is substantially equivalent to that of the original Demised Premises being substituted (measured immediately prior to the move. Landlord shall not be liable for any claims, damages or liabilities in connection with or occasioned by Owner in the same manner as Owner has measured the original Demised Premises) and in the event of such election by Owner, Ownerrelocation. Landlord's Notice shall contain such number of rentable square feet and right shall be accompanied exercised by delivery to Tenant of a floor plan delineating 'Relocation Notice' specifying the additional portion location of the Building so substituted. Said additional portion of Relocation Space and the Building so substituted date it will be available for occupancy (the "Relocation Date"), which date shall be usable for storage in the event the portion of the Demised Premises being substituted is the Storage Space and as general offices if the remainder of the Demised Premises is being substituted. Owner's Notice shall contain a date (referred to as the "Surrender Date") upon which Tenant shall be required to vacate and surrender to Owner the portion of the original Demised Premises being substituted which Surrender Date shall be at least not fewer than sixty (60) days next following from the date of the giving of Owner's Relocation Notice. Upon Landlord shall, at Landlord's expense, move Tenant's personal property and trade fixtures into the giving of Owner's Notice, Tenant shall vacate and surrender to Owner the portion of the original Demised Premises in question on or prior to the Surrender Date in accordance with the provisions of Article 21 and relocate into such substituted space (which, together with all appurtenances, fixtures, improvements, additions and other property attached thereto or installed therein is referred to as the "Substituted Space") Relocation Space as of the earlier of the following two (2) dates [referred to as the "Substituted Space Commencement Relocation Date"]: (i) the date Tenant shall relocate therein; or (ii) the date next following the Surrender Date, or at any time thereafter, other than Tenant's Personal Property. Tenant agrees to accept possession of the Substituted Space in the condition existing as of the Substituted Space Commencement Date provided it is usable for storage or as general offices, as the case may be, and further provided that Owner shall build-out and paint and/or finish the Substituted Space in a manner substantially similar to the original Demised Premises. Owner agrees, at Owner's sole cost and expense on or prior to the Surrender Date, to (i) build-out and finish the Substituted Space as provided in the immediately preceding sentence, (ii) The move all of Tenant's Personal Property from the Demised Premises to the Substituted Space and (iii) run all telecommunications cabling and electric wiring servicing the Original Demised Premises to the Substituted Space so that Tenant shall be able to obtain services substantially similar to those services used by Tenant in the original Demised Premises, all of which items (i), (ii) and (iii) shall be performed in a manner so accomplished as to insure the continuous operation of expeditiously as possible without unreasonable interference with Tenant's business. As There shall be no abatement of rent during the period of the Substituted move. Upon Tenants taking possession of the Relocation Space Commencement Date, the Substituted Space term "Premises" as used herein shall hereby be deemed to be included in refer to the Demised Premises for all purposes Relocation Space, a plan of this Lease as though the Substituted Space were initially leased by Owner to Tenant without in any way affecting any of the terms, covenants or conditions of this Lease unless the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted, in which event this Lease shall be modified as provided in Section 38.02used to replace Exhibit A hereof. Section 38.02. Owner and Tenant agrees that the rentable square footage of the Storage Space is 2,300 square feet and the rentable square footage of the remainder of the Demised Premises is 3,367 square feet. In the event the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted (the difference in square footage from the original Demised Premises is referred to as the "Square Footage Differential"), then, on the Substituted Space Commencement Date: A. The Fixed Rent shall be increased or decreased, as the case may be, by a sum equal to the product of (i) the Fixed Rent per rentable square foot as of the Substituted Space Commencement Date multiplied by (ii) the Square Footage Differential, and the monthly installments of the Fixed Rent shall be adjusted accordingly to conform with the foregoing. In the event that the Substituted Space Commencement Date shall be other than the first (1st) day of any calendar month, the monthly installment of Fixed Rent for the calendar month during which the Substituted Space Commencement Date shall occur shall be adjusted pro-rata to reflect such adjustment in the Fixed Rent. B. The Demised Premises Area set forth in Section 23.01 shall be increased or decreased, as the case may be, by the Square Footage Differential. Section 38.03. Upon demand of Owner, Tenant will execute, acknowledge and deliver to Owner an instrument, in form reasonably satisfactory to Owner, setting forth the modifications to this Lease resulting from any Square Footage Differential. However, neither the failure of Owner to demand the execution and delivery of such instrument nor the failure of Tenant to execute and deliver such instrument shall vitiate the provisions of this Article.

Substitute Space. Section 38.01. Notwithstanding anything herein to the contrary, Landlord shall have the right and power to relocate Tenant agrees that Owner may elect, at any time, by notice within the Building to space (referred to as the "Owner's NoticeRelocation Space") to Tenant to substitute for all or any portion of the original Demised Premises any other portion of the Building which shall have approximately the same number of contains at least as many rentable square feet of space as the portion space from which Tenant is being moved and which is reasonably suited to Tenant's use. Any relocation shall be made at Landlord's expense, including remodeling or refurbishing the Relocation Space such that its condition is substantially equivalent to that of the original Demised Premises being substituted (measured immediately prior to the move. Landlord shall not be liable for any claims, damages or liabilities in connection with or occasioned by Owner in the same manner as Owner has measured the original Demised Premises) and in the event of such election by Owner, Ownerrelocation. Landlord's Notice shall contain such number of rentable square feet and right shall be accompanied exercised by delivery to Tenant of a floor plan delineating "Relocation Notice" specifying the additional portion location of the Building so substituted. Said additional portion of Relocation Space and the Building so substituted date it will be available for occupancy (the "Relocation Date"), which date shall be usable for storage in the event the portion of the Demised Premises being substituted is the Storage Space and as general offices if the remainder of the Demised Premises is being substituted. Owner's Notice shall contain a date (referred to as the "Surrender Date") upon which Tenant shall be required to vacate and surrender to Owner the portion of the original Demised Premises being substituted which Surrender Date shall be at least not fewer than sixty (60) days next following from the date of the giving of Owner's Relocation Notice. Upon Landlord shall, at Landlord's expense, move Tenant's personal property and trade fixtures into the giving of Owner's Notice, Tenant shall vacate and surrender to Owner the portion of the original Demised Premises in question on or prior to the Surrender Date in accordance with the provisions of Article 21 and relocate into such substituted space (which, together with all appurtenances, fixtures, improvements, additions and other property attached thereto or installed therein is referred to as the "Substituted Space") Relocation Space as of the earlier of the following two (2) dates [referred to as the "Substituted Space Commencement Relocation Date"]: (i) the date Tenant shall relocate therein; or (ii) the date next following the Surrender Date, or at any time thereafter, other than Tenant's Personal Property. Tenant agrees to accept possession of the Substituted Space in the condition existing as of the Substituted Space Commencement Date provided it is usable for storage or as general offices, as the case may be, and further provided that Owner shall build-out and paint and/or finish the Substituted Space in a manner substantially similar to the original Demised Premises. Owner agrees, at Owner's sole cost and expense on or prior to the Surrender Date, to (i) build-out and finish the Substituted Space as provided in the immediately preceding sentence, (ii) The move all of Tenant's Personal Property from the Demised Premises to the Substituted Space and (iii) run all telecommunications cabling and electric wiring servicing the Original Demised Premises to the Substituted Space so that Tenant shall be able to obtain services substantially similar to those services used by Tenant in the original Demised Premises, all of which items (i), (ii) and (iii) shall be performed in a manner so accomplished as to insure the continuous operation of expeditiously as possible without unreasonable interference with Tenant's business. As There shall be no abatement of rent during the period of the Substituted move. Upon Tenants taking possession of the Relocation Space Commencement Date, the Substituted Space term "Premises" as used herein shall hereby be deemed to be included in refer to the Demised Premises for all purposes Relocation Space, a plan of this Lease as though the Substituted Space were initially leased by Owner to Tenant without in any way affecting any of the terms, covenants or conditions of this Lease unless the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted, in which event this Lease shall be modified as provided in Section 38.02used to replace Exhibit A hereof. Section 38.02. Owner and Tenant agrees that the rentable square footage of the Storage Space is 2,300 square feet and the rentable square footage of the remainder of the Demised Premises is 3,367 square feet. In the event the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted (the difference in square footage from the original Demised Premises is referred to as the "Square Footage Differential"), then, on the Substituted Space Commencement Date: A. The Fixed Rent shall be increased or decreased, as the case may be, by a sum equal to the product of (i) the Fixed Rent per rentable square foot as of the Substituted Space Commencement Date multiplied by (ii) the Square Footage Differential, and the monthly installments of the Fixed Rent shall be adjusted accordingly to conform with the foregoing. In the event that the Substituted Space Commencement Date shall be other than the first (1st) day of any calendar month, the monthly installment of Fixed Rent for the calendar month during which the Substituted Space Commencement Date shall occur shall be adjusted pro-rata to reflect such adjustment in the Fixed Rent. B. The Demised Premises Area set forth in Section 23.01 shall be increased or decreased, as the case may be, by the Square Footage Differential. Section 38.03. Upon demand of Owner, Tenant will execute, acknowledge and deliver to Owner an instrument, in form reasonably satisfactory to Owner, setting forth the modifications to this Lease resulting from any Square Footage Differential. However, neither the failure of Owner to demand the execution and delivery of such instrument nor the failure of Tenant to execute and deliver such instrument shall vitiate the provisions of this Article.

Substitute Space. Section 38.01. Landlord hereby leases to Tenant, and Tenant agrees hereby hires from Landlord, that Owner may elect, at any time, by notice (referred to as "Owner's Notice") to Tenant to substitute for all or any portion of the original Demised Premises any other portion twenty-fourth (24th) floor of the Building which shall have approximately indicated by the hatching on the floor plan annexed hereto as Exhibit "A" and made a part hereof (the "Substitute Space") and designated as Suite No. 2400, upon all of the same number of rentable square feet of space as the portion of the original Demised Premises being substituted (measured by Owner terms, covenants and conditions set forth in the same manner Lease, except as Owner has measured modified herein, for a term (a) commencing on the original Demised Premises) and in the event of such election by Owner, Owner's Notice shall contain such number of rentable square feet and shall be accompanied by a floor plan delineating the additional portion of the Building so substituted. Said additional portion of the Building so substituted shall be usable for storage in the event the portion of the Demised Premises being substituted is the Storage Space and as general offices if the remainder of the Demised Premises is being substituted. Owner's Notice shall contain a date (referred to as the "Surrender Substitute Space Effective Date") upon on which Tenant shall be required this Amendment is fully executed and unconditionally delivered by the parties hereto and (b) ending (unless such term is sooner terminated pursuant to vacate and surrender to Owner the portion terms of the original Demised Premises being substituted Lease or by law) on the date (the "Fixed Expiration Date") which Surrender is (a) the day immediately preceding the seventh (7th) anniversary of the Substitute Space Rent Commencement Date (hereinafter defined) if the Substitute Space Rent Commencement Date is the first day of the month or (b) the last day of the month in which the seventh (7th) anniversary of the Substitute Space Rent Commencement Date shall be at least occur if the Substitute Space Rent Commencement Date is not the first day of the month. The Fixed Expiration Date of the Term of the Lease is hereby changed from April 30, 2007, to the Fixed Expiration Date defined in the immediately preceding sentence. As used in this Amendment, the term "Substitute Space Rent Commencement Date" shall mean the date which is the earlier of (a) the Relocation Date (hereinafter defined) and (b) the date which is sixty (60) days next following after the date of the giving of Owner's NoticeSubstitute Space Effective Date. Upon the giving of Owner's Notice, Tenant shall vacate and surrender to Owner the portion of the original Demised Premises in question on or prior to the Surrender Date in accordance with the provisions of Article 21 and relocate into such substituted space (which, together with all appurtenances, fixtures, improvements, additions and other property attached thereto or installed therein is referred to as the "Substituted Space") as of the earlier of the following two (2) dates [referred to as the "Substituted Space Commencement Date"]: (i) the date Tenant shall relocate therein; or (ii) the date next following the Surrender Date, or at any time thereafter, other than Tenant's Personal Property. Tenant agrees to accept possession of the Substituted Space in the condition existing as of the Substituted Space Commencement Date provided it is usable for storage or as general offices, as the case may be, and further provided that Owner shall build-out and paint and/or finish the Substituted Space in a manner substantially similar to the original Demised Premises. Owner agrees, at Owner's sole cost and expense on or prior to the Surrender Date, to (i) build-out and finish the Substituted Space as provided in the immediately preceding sentence, (ii) move all of Tenant's Personal Property from the Demised Premises to the Substituted Space and (iii) run all telecommunications cabling and electric wiring servicing the Original Demised Premises to the Substituted Space so Provided that Tenant shall be able to obtain services substantially similar to those services used by Tenant is not then in the original Demised Premisesdefault hereunder beyond any applicable grace, all of which items (i)notice or cure period, (ii) and (iii) shall be performed in a manner so as to insure the continuous operation of Tenant's business. As of the Substituted Space Commencement Date, the Substituted Space shall hereby be deemed to be included in the Demised Premises for all purposes of this Lease as though the Substituted Space were initially leased by Owner to Tenant without in any way affecting any of the terms, covenants or conditions of this Lease unless the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted, in which event this Lease shall be modified as provided in Section 38.02. Section 38.02. Owner and Tenant agrees that the rentable square footage of the Storage Space is 2,300 square feet and the rentable square footage of the remainder of the Demised Premises is 3,367 square feet. In the event the Substituted Space contains more or less rentable square feet than the portion of the original Demised Premises for which such space was substituted (the difference in square footage from the original Demised Premises is referred to as the "Square Footage Differential"), then, on the Substituted Space Commencement Date: A. The Fixed Rent shall be increased or decreased, as the case may be, by a sum equal to the product of (i) the Fixed Rent per rentable square foot as of the Substituted Space Commencement Date multiplied by (ii) the Square Footage Differential, and the monthly installments payment of the Fixed Rent for the Substitute Space, exclusive of the Electricity Inclusion Factor for the Substitute Space, shall be adjusted accordingly to conform with abated for the foregoingperiod from the Substitute Space Effective Date through the date immediately preceding the Substitute Space Rent Commencement Date. In If the event that the Substituted Substitute Space Rent Commencement Date shall be occur on a date other than the first (1st) day of any calendar month, on the monthly installment Substitute Space Rent Commencement Date, Tenant shall pay to Landlord a sum equal to One Thousand, One Hundred Sixty and 07/100 ($1,160.07) Dollars, multiplied by the number of Fixed calendar days in the period from the Substitute Space Rent for Commencement Date to the calendar last day of the month during in which the Substituted Substitute Space Rent Commencement Date shall occur occur, both dates inclusive, as Fixed Rent, inclusive of the Electricity Inclusion Factor, for the Substitute Space for such period. Promptly following the Substitute Space Rent Commencement Date, Landlord and Tenant shall be adjusted pro-rata to reflect such adjustment in enter into an agreement confirming the Substitute Space Effective Date, the Substitute Space Rent Commencement Date, and the Fixed Rent. B. The Demised Premises Area set forth in Section 23.01 shall be increased or decreasedExpiration Date, as the case may beprovided, by the Square Footage Differential. Section 38.03. Upon demand of Ownerhowever, Tenant will execute, acknowledge and deliver to Owner an instrument, in form reasonably satisfactory to Owner, setting forth the modifications to this Lease resulting from any Square Footage Differential. However, neither the failure of Owner to demand the execution and delivery of such instrument nor the failure of Tenant to execute and deliver such instrument agreement shall vitiate not affect the provisions validity of this Articlethe Substitute Space Effective Date, the Substitute Space Rent Commencement Date, or the Fixed Expiration Date as set forth herein.