Common use of Commencement Date Clause in Contracts

Commencement Date. April 1, 1997, unless the Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997, the Commencement Date shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.

Commencement Date. April Except as otherwise set forth herein, the “Commencement Date” shall occur on November 1, 1997, unless the Commencement Date is changed or the Lease is terminated as provided herein2010. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997, the Commencement Date shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior Prior to the Commencement Date, without any Seller shall have no obligation to pay any Base Rent hereunder; sell and deliver Product and Buyer shall have no obligation to purchase and accept Product: provided, however, that Tenant will otherwise be required throughout the period of its occupancy Parties may mutually agree to sell and purchase Product prior to the Commencement Date on the terms and conditions of this Contract but in no event will Buyer have an obligation to perform purchase the minimum Monthly quantity requirement of Product (set forth below). Seller shall keep Buyer informed of Seller’s projected completion date for the propylene production facility. Prior to Commencement Date. Seller shall have the option on up to two occasions to delay the Commencement Date: provided however, Seller shall notify Buyer of any such delay by providing at least ninety (90) days prior written notice to Buyer. In no event shall the Commencement Date be delayed beyond January 1, 2011 except for the occurrence a Force Majeure Event as provided below. If Seller sends a notice extending the Commencement Date, then the new date set forth in such notice shall for all purpose be the “Commencement Date”. The Commencement Date shall be subject to extension due to a Force Majeure Event. In the event the Seller is unable to commence deliveries of its other duties and obligations Product to Buyer under this Lease. The Term of this Lease shall commence Contract on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion then until the completion of the Leased Premises when construction of Seller’s propylene plant and Seller’s commencement of deliveries required hereunder, Buyer’s sole remedy shall be the right to procure replacement quantities of Product, up to a Monthly quantity of 21.750.000 pounds, and charge Seller with the additional costs paid by Buyer for such portion is Substantially Complete (as that term is defined replacement quantities in Section 9(e)) without accepting delivery of all excess of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, costs that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be Buyer would have been obligated to pay Base Rent on Seller hereunder. As to any replacement quantities purchased by Buyer, Buyer shall use commercially reasonable efforts to minimize the occupied portion purchase price of such replacement Product. If the completion of the Leased Premises in an amount equal construction of Seller’s propylene plant and Seller’s commencement of deliveries required hereunder has not occurred by March 31, 2011, and such delay has not been caused by Force Majeure Event(s), then Buyer shall have the right to terminate this Contract by providing Seller with thirty (30) days prior written notice, which notice must be provided, if at all, prior to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion completion of the Leased Premises so occupied by Tenant, construction of Seller’s propylene plant and having as its denominator the number Seller’s commencement of rentable square feet contained within the entire Leased Premisesdeliveries required hereunder.

Commencement Date. April 1, 1997, unless the Commencement Date is changed or the Lease is terminated as provided herein. In the event that Improvements are to be erected upon the Leased Premises cannot pursuant to a separate Leasehold Improvements Agreement between Lessor and Lessee, as described in Section 6.1, and the "Commencement Date" shall be delivered the earlier of the date Lessee begins operating its business in the Leased Premises or the scheduled "Commencement Date" as stated herein; and if no improvements are to Tenant for occupancy on or before March 1, 1997be erected upon the Leased Premises pursuant to a Leasehold Improvements Agreement, the Commencement Date shall be thirty days after January 1, 1996 (the later to occur "Commencement Date"). The Commencement Date shall constitute the commencement of (A) Substantial Completion the term of this Lease for all purposes, whether or not Lessee has actually taken possession. If this Lease is executed before the Leased Premises become vacant or otherwise available and ready for occupancy by Lessxx, xx if any present occupant of the Leased Premises holds over and Lessor cannot acquire possession of the Leased Premises before the Commencement Date, then (as hereinafter defined in Section 9(e)), or (Ba) the date the Landlord has delivered Lessee's obligation to pay rent hereunder shall be waived until Lessor tenders possession of the Leased Premises to TenantLessee, free (b) the term shall be extended by the time between the scheduled Commencement Date and the date on which Lessor tenders possession of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to Lessee (which date will then be defined as the Commencement Date), without any obligation to pay any Base Rent hereunder; provided(c) Lessor shall not be in default hereunder or be liable for damages therefore, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease (d) Lessee shall commence on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion possession of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of Lessor tenders possession thereof to Lessee. By occupying the Leased Premises, and the Commencement Date for such portion Lessee shall be deemed to have accepted the Leased Premises in their condition as of the date of such acceptance of all of the Leased Premises; providedoccupancy. Lessee shall execute and deliver to Lessor, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.within

Commencement Date. April 1The Commencement Date shall be the earlier of (a) the date of Substantial Completion of the Tenant Improvements in the Premises and (b) the date Tenant commences to conduct business in the Premises. Landlord shall notify Tenant in writing at least five (5) Business Days in advance of the estimated Substantial Completion. If Tenant believes that Substantial Completion has not occurred, 1997Tenant shall notify Landlord in writing of its objections within five (5) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, unless and shall notify Tenant in writing when such has been completed. The conduct of business by Tenant from the Premises shall establish the Commencement Date is changed as specified in the definition of that term and the establishment of such fact upon the commencement of the conduct of business shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify Tenant's acceptance of the Lease is terminated Premises. Such commencement of the conduct of business shall further establish that the Premises are in good and satisfactory condition upon such commencement and the Commencement Date has occurred. Tenant acknowledges that no representations as provided hereinto the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the certificate of Landlord's architect or general contractor or the certificate of occupancy or the equivalent sign-off by the municipal building inspector shall be conclusive, except that any delay in receipt of such certificate or in Substantial Completion which is caused by Tenant or Tenant's Agents or caused by any of Tenants uncompleted work being contained in the Leased Premises cannot same building permit as the Tenant Improvements shall be delivered charged to Tenant for occupancy on or before March 1, 1997, in the Commencement Date shall be thirty days after the later to occur of (A) Substantial Completion amount of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) daily Base Rent multiplied by the date the Landlord has delivered possession number of the Leased Premises to Tenant, free days of all tenants and occupantssuch delays. Tenant may occupy the Leased Premises for the 30-day period prior to If on the Commencement Date, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will endeavor to promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work Delay or postpone the occurrence of the Commencement Date. Tenant shall make no changes to the Plans or the work reflected in the Plans without the prior written consent Of Landlord, which consent shall not be unreasonably withheld. If the estimated date of Substantial Completion changes at any obligation time after Landlord has given notice pursuant to pay this Paragraph, then Landlord shall give at least five (5) Business Days advance notice of the new estimated date of Substantial Completion. If (a) Substantial Completion has not occurred by the date which is twelve (12) weeks after the Tenant Waiver Date (as defined in Section 4.5 of the Tenant Work Letter) (the "Target Date"), this Lease shall remain in full force and effect and shall not be void or voidable; and (b) such delay is not due to any Base Rent hereunderdelays resulting from or arising out of any acts or omissions of Tenant or Tenant's Agents or any Force Majeure event (as defined below; provided, however, that for purposes of this sentence, the term "Force Majeure" shall not include any labor strikes, unless the same are caused by the acts of Tenant will otherwise be required throughout or Tenant's Agents), then for each day that Substantial Completion is delayed beyond the period Target Date, Tenant shall receive one (1) day of its occupancy prior to Base Rent credit against Base Rent next coming due so long as Tenant has not yet commenced business operations from the Commencement Date to perform all Premises and Tenant is not in default beyond applicable cure periods under any of its other duties and obligations under the terms or conditions of this Lease. The Term of this Lease shall commence on Notwithstanding the Commencement foregoing, if Substantial Completion has not occurred by the date which is sixteen (16) weeks after the Tenant Waiver Date and, unless extended or sooner terminated as hereinafter provided, shall end on (the Termination "Outside Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e")) without accepting delivery of all of the Leased Premises, and such delay in Substantial Completion is not due in whole or in part to the Commencement Date for such portion shall be deemed the date acts or omissions of such acceptance Tenant or Tenant's Agents or to any event of all of the Leased Premises; Force Majeure (provided, however, that if for purposes of this sentence, the term "Force Majeure" shall not include any labor strikes, unless the same are caused by the acts of Tenant elects or Tenant's Agents), the Tenant shall have the right, as its sole remedy, to so accept delivery of a portion of terminate this Lease by delivering written notice to Landlord on or before the Leased Premisestenth (10th) day following the Outside Date. If Tenant timely and properly exercises its right to terminate this Lease pursuant to this Section, then commencing Landlord shall promptly return the Security Deposit and the Prepaid Rent to Tenant. If Tenant fails to deliver such notice on or before the date which is 30 days after such acceptancetenth (10th) day following the Outside Date, it will then Tenant shall be obligated deemed to pay Base Rent on the occupied portion of the Leased Premises in an amount equal have waived its right to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premisesterminate this Lease under this Section 2.5.

Commencement Date. April 12.4.1 Landlord shall complete the Tenant Improvements in accordance with the Plans and Specifications. Landlord's completion of the Tenant Improvements shall be performed by Landlord's contractor selected by Landlord as provided in Paragraph 2.3.2 hereof, 1997and the Tenant Improvement Allowance shall be applied against the cost thereof as provided in paragraph 2.5 hereof. Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, unless Tenant shall notify Landlord in writing of its objections within five (5) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been achieved. Taking of possession by Tenant shall establish the Commencement Date is changed as specified in the definition of that term even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the Lease is terminated taking of possession. Taking of possession shall further establish that the Premises are in good and satisfactory condition on the Commencement Date and any alleged defects or deficiencies are waived by the Tenant except for any incomplete Punch List Work and latent defects. Tenant shall notify Landlord of any latent defects in the Tenant Improvements within six (6) months after the Commencement Date or Tenant shall be deemed to have waived any rights on account thereof. Landlord shall correct any latent defects in the Tenant Improvements of which Tenant notifies Landlord in writing within six (6) months after the Commencement Date. With the exception of the Tenant Improvements to be made by Landlord, Tenant acknowledges that the Premises shall be delivered AS IS and that no representations as provided hereinto the condition of the Premises have been made by Landlord. In the event that the Leased Premises cannot be delivered of any dispute as to Tenant for occupancy on whether Substantial Completion has occurred, a certificate of Landlord's architect or before March 1, 1997, the Commencement Date general contractor shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupantsdeemed conclusive. Tenant may occupy the Leased Premises for the 30-day period prior to If on the Commencement Date, without any obligation Punch List Work remains to pay any Base Rent hereunder; providedbe completed, however, that Landlord and Tenant will otherwise be required throughout the period of its occupancy shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will work diligently to complete it within thirty (30) days after the Commencement Date Date. In no event shall Tenant's refusal or failure to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal make no changes to the Base Rent specified Plans and Specifications or the work reflected in Exhibit B to the LeasePlans and Specifications without the consent of Landlord, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premiseswhich consent shall not be unreasonably withheld.

Commencement Date. April 1The "Commencement Date" of this Lease shall be the later of Substantial Completion of the Premises or the Scheduled Commencement Date. Promptly following the Commencement Date, 1997Landlord and Tenant shall execute an agreement acknowledging that Tenant has accepted possession, unless and reciting the exact Commencement Date and termination date of the Lease. Should the actual Commencement Date be later than the Scheduled Commencement Date, the Termination Date shall be extended by the same period as the Commencement Date is changed extended past the Scheduled Commencement Date. The failure by either party, or both parties, to execute such an agreement shall not affect the Lease is terminated as provided hereinrights or obligations of either party hereunder. In Such agreement, when so executed and delivered, shall be deemed to be a part of this Lease. "Substantial Completion" shall mean that date after which Landlord has completed Landlord's Work at the event Premises and a temporary Certificate of Occupancy allowing Tenant to occupy the Premises has been issued by the appropriate governmental authority. Substantial Completion shall be deemed to have occurred notwithstanding a requirement to complete "punch list" or similar corrective work and notwithstanding that the Leased Premises cantenant special improvements, if any, may not be completed or operable. If the premises are not delivered to the Tenant for occupancy on or before March in Substantial Completion by September 1, 19971999, for any reason other than Tenant delays, Tenant shall have the Commencement Date shall be thirty days after the later right to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to extend the Commencement Date, without any obligation at the option of Tenant, for up to pay any Base Rent hereunder; providedsix (6), however, thirty (30) day periods until the temporary Certificate of Occupancy is obtained allowing the Tenant to occupy the Premises and open for business. After that Tenant will otherwise be required throughout the period of its occupancy prior to time, if the Commencement Date to perform all temporary Certificate of its other duties and obligations under Occupancy is still not obtained by the Landlord, then the Tenant may terminate this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.

Commencement Date. April 12.4.1 Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, 1997Tenant shall notify Landlord in writing of its objections within five (5) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, unless and shall notify Tenant in writing when such has been achieved. Taking of possession by Tenant for the purpose of doing business shall establish the Commencement Date is changed as specified in the definition of that term even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the Lease is terminated taking of possession. Taking of possession for the purpose of doing business shall further establish that the Premises are in good and satisfactory condition on the Commencement Date and any alleged defects or deficiencies are waived by the Tenant except for any latent defects not reasonably discoverable by Tenant and incomplete Punch List Work. Tenant acknowledges that no representations as provided hereinto the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the receipt of a temporary certificate of occupancy shall be conclusive unless a temporary certificate of occupancy is unavailable or delayed due to causes that are Tenant's responsibility shall be conclusive. If the Leased Premises cannot parties anticipate that Punch List Work will remain to be delivered completed on the Commencement Date, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant for occupancy on or before March 1, 1997, and Landlord will promptly complete it after the Commencement Date; provided that at Tenant's request Landlord and Tenant will prepare a supplemental list of Punch List Work within thirty (30) days after the Commencement Date shall be thirty days after to address Punch List Work that the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period parties inadvertently overlooked prior to the Commencement Date, without any obligation . Damage caused by Tenant's Agents will not be deemed Punch List Work. Landlord will promptly complete such supplemental Punch List Work after Landlord and Tenant agree upon the list. In no event shall Tenant's refusal or failure to pay any Base Rent hereunder; provided, however, that agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. Tenant will otherwise be required throughout the period of its occupancy prior shall make no changes to the Commencement Date to perform all Plans and Specifications or the work reflected in the Plans and Specifications without the consent of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased PremisesLandlord.

Commencement Date. April 1, 1997, unless The “Commencement Date” shall be the Commencement Date is changed or date Landlord delivers possession of the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on in the condition required hereunder. No Base Rent (as hereinafter defined) or before March 1other rent or charges of any kind or nature, 1997, the Commencement Date other than those charges described in Sections 6.1(b) and (c) shall be thirty days after payable by Tenant with respect to the later Premises until the Rent Commencement Date. The “Rent Commencement Date” shall be the earlier to occur of (Ai) Tenant’s Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), Tenant Improvements or (Bii) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to six (6) months after the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, such six (6) month period shall be extended by one (1) day for each day Tenant’s Substantial Completion of the Tenant Improvements is actually delayed beyond such six (6) month period due to force majeure. As used herein, “Substantial Completion” shall mean the date that the Tenant will otherwise be Improvements are complete, subject only to minor punch-list items that do not interfere with Tenant’s use or occupancy of the Premises, and Tenant has received all governmental permits and approvals required throughout for the period legal occupancy of its occupancy prior the Premises for the use permitted hereunder, including a permanent certificate of occupancy. If Landlord fails to deliver possession of the Commencement Date to perform all of its other duties and obligations under this Lease. The Term Premises in the required condition within fifteen (15) days after execution of this Lease shall commence on or Tenant fails to Substantially Complete the Commencement Date andTenant Improvements within six (6) months after Tenant’s execution of this Lease or Tenant is unable to complete the Tenant Improvements at a cost of less than One Million Dollars ($1,000,000), unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. then Tenant may elect terminate this Lease by written notice to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased PremisesLandlord.

Commencement Date. April 1, 1997, unless Upon the Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997Effective Date, the Commencement Date terms and provisions hereof shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the fully binding on Landlord has delivered possession of the Leased Premises to and Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period including prior to the occurrence of the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated or extended as hereinafter provided, shall end on the Termination Expiration Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion If Landlord does not tender possession of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premisesto Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. No failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. Once the Commencement Date for is determined, Landlord and Tenant shall execute an agreement in the form of Exhibit F hereto stating the Commencement Date and the Expiration Date, but the failure to do so will not affect the determination of such portion dates. For purposes of determining whether Tenant has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. Notwithstanding the foregoing, if the Commencement Date has not occurred by August 1, 2002 (as such date may be extended by any Tenant Delay and/or Unavoidable Delay), Tenant shall have the right, as Tenant’s sole remedy, to terminate this Lease by delivering written notice of such acceptance of all of termination (the Leased Premises; provided, however, that if Tenant elects “Termination Notice”) to so accept delivery of a portion of Landlord at any time on or after such date but prior to the Leased Premises, then commencing on the date which is Commencement Date with such termination being effective 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion Landlord’s receipt of the Leased Premises Termination Notice; provided however, if the Commencement Date occurs within such 30 day period, the Termination Notice shall be deemed null and void. If Landlord incurs an Unavoidable Delay in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion connection with Landlord’s Substantial Completion of the Leased Premises so occupied by Tenant Improvements due to any delay in the issuance of any permits or in connection with any governmental inspections of the Tenant Improvements, Landlord will send Tenant written notice of such Unavoidable Delay within 2 business days after Landlord obtains actual knowledge of such Unavoidable Delay. If Landlord fails to send such notice to Tenant within such 2 business day period, then the delay will not be treated as an Unavoidable Delay until the day on which Landlord sends such notice to Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.

Commencement Date. April 1“Commencement Date” means, 1997subject to the terms of subparagraph (c) below, unless the day that Landlord tenders the Premises to Tenant with the Work Substantially Complete or that date that Landlord would have tendered possession of the Premises but for a Tenant Delay Day. If Landlord fails to tender possession of the Premises to Tenant by the Scheduled Commencement Date, such failure will not constitute a default of this Lease or grounds for termination of this Lease, and Tenant agrees to accept possession of the Premises when same are tendered by Landlord. If, for any reason other than a Tenant Delay Day or a Force Majeure event, Landlord fails to tender possession of the Premises to Tenant with the Work Substantially Completed within [***] after the date of this Lease, then for each day after such date that Landlord is late in so tendering, Tenant shall be entitled to [***] of abatement of Base Rent (which shall be applied following the Commencement Date Date) (the day for day rent credit shall be referred to as the “Late Delivery Rent Credit”). The Late Delivery Rent Credit, if any, shall be applied in equal monthly installments against Base Rent as and when same comes due and is changed payable until fully applied, provided that such Late Delivery Rent Credit shall be in addition to the application of any abatement of Rent or the Lease is terminated as other off-set provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997, Delay in the Commencement Date shall be thirty days after the later not subject Landlord to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), liability for loss or (B) the date the Landlord has delivered possession of the Leased Premises to damage resulting therefrom and Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion ’s sole recourse shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises as provided in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.this Section above. ​

Commencement Date. April 1, 1997, unless the Commencement Date is changed or the The terms and provisions of this Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997, the Commencement Date shall be thirty days after the later to occur of (A) Substantial Completion effective as of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term term of this Lease (the "Term") shall be for the duration set forth in Section 1.3 hereof and shall commence on the date set forth in Section 1.3.2 of this Lease (the "Commencement Date") and shall terminate on the date set forth in Section 1.3.3 of this Lease, unless sooner terminated pursuant to the terms of this Lease. For purposes of this Lease, the term "Lease Year" shall mean each consecutive twelve (12) month period during the Term. Notwithstanding the definition of the Commencement Date andfor the Premises set forth in Section 1.3.2, unless extended or sooner terminated as hereinafter providedabove, Tenant shall end on have the Termination Date, as such dates are respectively defined herein. Tenant may elect right to accept delivery of a commence business operations from any portion of the Leased Premises when (such portion is Substantially Complete (space, the "Pre- Occupancy Space") during the "Pre-Occupancy Period," as that term is defined in Section 9(e)below, provided that (i) without accepting delivery Tenant shall give Landlord at least ten (10) days prior notice of any such use of the Premises, and (ii) a certificate of occupancy or its equivalent permitting occupancy shall have been issued by the appropriate governmental authorities for the Pre- Occupancy Space. If Tenant does commence business operations from any Pre- Occupancy Space prior to the occurrence of the Lease Commencement Date, all of the Leased Premises, terms and the Commencement Date for such portion conditions of this Lease shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, apply to that if Tenant elects to so accept delivery of a portion of the Leased PremisesPremises containing the Pre-Occupancy Space, then except that Tenant shall have no obligation to pay Basic Rent or Tenant's Share of Expenses during the period commencing on the date which is 30 Tenant commences business operations from the applicable Pre-Occupancy Space and continuing until the Lease Commencement Date (the "Pre-Occupancy Period"). Following Tenant's possession of the Premises, Tenant shall confirm the Commencement Date upon Landlord's delivery to Tenant of an instrument in the form set forth on Exhibit B attached hereto. Tenant shall execute and return such instrument within ten (10) days after such acceptancewritten request from Landlord. This Lease shall be a binding contractual agreement effective upon the date of execution hereof by both Landlord and Tenant, it will be obligated to pay Base Rent on notwithstanding the occupied portion later commencement of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased PremisesTerm. 4.

Commencement Date. April 1Landlord shall prepare the Premises for Tenant's occupancy in accordance with the Plans and Specifications. Landlord's preparation of the Premises ("Landlord's Work") shall be performed by Landlord's contractors and the Tenant Improvement Allowance shall be applied against the cost thereof as provided in paragraph 2.5 hereof. Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, 1997Tenant shall notify Landlord in writing of its objections within ten (10) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, unless and shall notify Tenant in writing when such has been completed. Taking of possession by Tenant of the whole or any part of the Premises shall establish the Commencement Date is changed as specified in the definition of that term and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the Lease is terminated taking of possession. Such taking of possession shall further establish that the Premises are in good and satisfactory condition when possession was so taken and the Commencement Date has occurred. Tenant acknowledges that no representations as provided hereinto the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event that of any dispute as to whether Substantial Completion has occurred, the Leased Premises cannot certificate of Landlord's architect or general contractor shall be delivered conclusive. If on the Commencement Date, Punch List Work remains to be completed, Landlord and Tenant for shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or before March 1the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the written consent of Landlord. Notwithstanding anything to the contrary herein contained, 1997, if the Commencement Date shall be thirty days not have occurred by the date ("Last Construction Completion Date") which IS [SEVEN (7)] months after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended for any reason other than delays caused by Tenant or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect delays attributable to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete force majeure (as that term is defined in Section 9(esee paragraph 6.8)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing Tenant shall have the right to terminate this Lease, exercisable by giving Landlord a written thirty (30) day termination notice on or after the Last Construction Completion Date and on or before the date which is 30 fourteen (14) calendar days after such acceptancethe Last Construction Completion Date, it will be obligated to pay Base Rent on the occupied portion time being of the Leased Premises essence in an amount equal respect of Tenant's giving said notice. If the Commencement Date shall occur on or before the thirtieth (30th) day following Landlord's receipt of such notice, Tenant's termination notice shall be deemed null and void and of no further force or effect. Notwithstanding anything to the Base Rent specified contrary in Exhibit B to the Leaseforegoing contained, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion there shall be no postponement of the Leased Premises so occupied Commencement Date if delay in Substantial Completion shall be due to any change required by Tenant, Tenant in the Plans and having as its denominator the number of rentable square feet contained within the entire Leased PremisesSpecifications.

Commencement Date. April 1, 1997, unless the The “Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997, the Commencement Date Date” shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) mean the date the that Landlord has shall have delivered possession of the Leased Premises to Tenant, free of all tenants Tenant in broom clean condition with the Landlord's Work and occupants. the Tenant may occupy Improvements within the Leased Premises Substantially Completed. Landlord estimates that the Commencement Date shall occur on or before the date that is one hundred five (105) days after the date upon which Landlord receives all necessary permits for the construction of the Tenant Improvements. Such date, as applicable and subject to extension due to Force Majeure and Tenant Delays, is referred to herein as the “Estimated Commencement Date.” At such time as the Commencement Date shall have been established, the parties shall enter into an agreement confirming the same substantially in the form attached hereto as Exhibit C. Notwithstanding the foregoing, if the Commencement Date does not occur on or before the day that is thirty (30-) days following the Estimated Commencement Date, Tenant shall be entitled to one (1) day of abatement of Base Rent for every day in the period prior to beginning on the day following the thirtieth (30th) day following Estimated Commencement Date and ending on the Commencement Date, without which abatement shall be in addition to any obligation other abatement, free rent periods or other rental concessions to pay any Base Rent hereunder; provided, however, that which Tenant will otherwise may be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations entitled under this Lease. The Term Subject to Tenant Delays and Force Majeure, if the Commencement Date does not occur on or before the date that is two hundred seventy (270) days following the mutual execution of this Lease (the “Outside Commencement Date”), Tenant shall commence be entitled to two (2) days of abatement of Base Rent for every day in the period beginning on the day following the Outside Commencement Date and ending on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. which abatement shall be in addition to any other abatement, free rent periods or other rental concessions to which Tenant may elect be entitled under this Lease. Notwithstanding the foregoing, Tenant shall have the right to accept delivery of a portion of enter the Leased Premises when thirty (30) days prior to the anticipated date of Substantial Completion of the Landlord's Work and the Tenant Improvements for the purposes of installing cabling, wiring, telephone equipment, fixtures, furniture, and equipment to facilitate Tenant's move-in and start-up of business operations, so long as any such portion entry is Substantially Complete (as that term is defined coordinated with Landlord and Landlord's contractors and such entry and installations do not unreasonably interfere with the work being performed by Landlord's workmen or contractors in Section 9(e)) without accepting delivery of all the Leased Premises. No such entry shall be deemed Tenant's possession of the Leased Premises, and or otherwise affect the occurrence of the Commencement Date for Date. In any such portion event, the Tenant's workmen and contractors shall be deemed take reasonable steps to minimize interference with any work being simultaneously performed by the date of such acceptance of all of Landlord's workmen or contractors in the Leased Premises; provided. In the event of any unreasonable interference prior to Substantial Completion, howeverLandlord shall have the right to provide written notice to Tenant of such interference, that if and Tenant elects shall cause its workmen and contractors to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after cease such acceptance, it will be obligated to pay Base Rent on the occupied portion interference or cease performing such work until Landlord's workmen and contractors have completed their work. Any such early entry into and occupancy of the Leased Premises in an amount equal by Tenant or any person or entity working for or on behalf of Tenant shall be deemed to be subject to all of the Base Rent specified in Exhibit B to terms, covenants, conditions and provisions of the Lease, multiplied by a fractionincluding, having as its numerator without limitation, providing certificate(s) of insurance required under this Lease, excluding only the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premisescovenant to pay Rent (defined herein).

Commencement Date. April 1, 1997, unless Upon the Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997Effective Date, the Commencement Date terms and provisions hereof shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the fully binding on Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the occurrence of any Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence in respect of each portion of the Premises on the Commencement Date in respect thereof and, unless extended or sooner terminated or extended as hereinafter provided, shall end on the Termination Expiration Date, as such dates are respectively defined herein. Tenant may elect to accept delivery If Landlord does not tender possession of a any portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premisesto Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Commencement Date for Term shall not commence in respect of such portion of the Premises until Landlord tenders possession of such portion of the Premises to Tenant. Landlord shall be deemed to have tendered possession of each portion of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that such portion of the Premises is vacant, in the condition required by this Lease and available for Tenant's occupancy. No failure to tender possession of any portion of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. Once a Commencement Date is determined, Landlord and Tenant shall execute an agreement stating such Commencement Date, the applicable Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether Tenant has accepted possession of any portion of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant's Property and/or any of its personnel into such portion of the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord's agreement to do any of the foregoing without being deemed to have accepted possession of such portion of the Premises. The provisions of this SECTION 2.2 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. Landlord shall deliver vacant possession of the Premises (other than the 2nd Floor Premises, the 14th Floor Premises and the 15th Floor Premises) simultaneously with the execution and delivery of this Lease by the parties hereto. Tenant acknowledges that the 2nd Floor Premises are on the date hereof subject to a lease that currently has an expiration date of July 31, 2002 and that the 14th Floor Premises and the 15th Floor Premises are on the date hereof subject to a lease that is being modified to provide for the surrender of the 14th Floor Premises and the 15th Floor Premises. Landlord shall deliver vacant possession of the 2nd Floor Premises to Tenant as promptly as reasonably possible after July 31, 2002 and after Landlord obtains vacant possession of such space. Landlord shall deliver vacant possession of the 14th Floor Premises and the 15th Floor Premises to Tenant as promptly as reasonably possible after Landlord obtains vacant possession of such space. Landlord shall endeavor, without liability for failure to do so, to give Tenant not less than 2 Business Days prior notice of the date of such acceptance delivery of all possession of each of the Leased Premises; provided, however, that if Tenant elects 14th Floor Premises and the 15th Floor Premises by Landlord to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.

Commencement Date. April 1Unless otherwise provided herein, 1997the Commencement Date and Termination Date shall be as set forth in Section 1.3. If the Landlord is unable to give possession of the Premises on the date set forth in Section 1.3 by reason of holding over of any tenant or because construction, unless repairs, or improvements being made or to be made by Landlord are not substantially completed, the Commencement Date and Termination Date shall be postponed for the period that possession by Tenant is delayed for causes other than delays caused by Tenant, but under no circumstances shall Landlord be responsible for direct or consequential damages because of its inability to furnish possession to Tenant by any particular date. If the Commencement Date is changed or after the Lease is terminated as provided herein. In the event that the Leased Premises candate set forth in Section 1.3, it shall not be delivered to Tenant for occupancy on or before March 1, 1997, the Commencement Date shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) than the date upon which the Landlord has delivered possession of the Leased Premises to would have been substantially completed but for delays caused by Tenant, free of all tenants and occupants. Should Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Datedate set forth in Section 1.3, without any obligation to pay any Base Rent hereunder; providedwith such early occupancy being in all respects fully approved in writing by Landlord, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term terms of this Lease shall then commence and the term of this Lease and the Rental provided herein shall go into effect (being prorated if necessary on an actual daily basis for the first month if the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on is other than the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery first day of a portion of the Leased Premises when such portion calendar month). It is Substantially Complete (as mutually agreed that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for of the term under such portion early occupancy shall be deemed the date of such acceptance of all Tenant takes occupancy of the Leased Premises; provided, however, Premises and that if Tenant elects to so accept delivery of a portion the Termination Date stated above shall remain in effect. When the Commencement Date and Termination Date of the Leased PremisesLease Term have been determined as provided herein, then commencing on Landlord shall deliver and Tenant shall execute a statement specifying the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on Commencement Date and the occupied portion Termination Date of the Leased Premises Lease Term, in an amount equal to the Base Rent specified in form of Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises"D" attached hereto.

Commencement Date. April 1, 1997, unless Upon the Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997Effective Date, the Commencement Date terms and provisions of this Lease shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the fully binding on Landlord has delivered possession of the Leased Premises to and Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period including prior to the occurrence of the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated or extended as hereinafter provided, shall end on the Termination Expiration Date. If Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby caused, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. No failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the tender of possession to Tenant which results from any Tenant Delay or (ii) any delays by Landlord in the performance of any Punch List Items related to the Initial Installations. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord hereby agree that if the Commencement Date shall not have occurred within nine (9) months following the Effective Date, as such dates are respectively defined herein. may be extended by Unavoidable Delays and Tenant Delays, Tenant may elect terminate this Lease by giving written notice to accept delivery Landlord in which case this Lease shall terminate and neither party shall have any further liability to the other except (i) those obligations expressly intended to survive the termination of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premisesthis Lease, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing (ii) an obligation on the date which is 30 days after such acceptance, it will be obligated part of Landlord to pay Base Rent on the occupied portion of the Leased Premises in an amount equal return to the Base Rent specified in Exhibit B to the Tenant any amounts deposited by Tenant under this Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.

Commencement Date. April 1, 1997, unless the Commencement Date is changed or the If this Lease is not terminated as provided herein. In the event that the Leased Premises cannot be delivered pursuant to Tenant for occupancy on Section 2.1 above or before March 1, 1997Section 2.4 below, the “Commencement Date Date” shall be thirty days after occur on the later to occur earlier of: (i) the date of (A) Substantial Completion of the Leased Premises Tenant Improvements (as hereinafter such terms are defined in Section 9(e)Exhibit B attached hereto), or (Bii) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 three (3) months following the Delivery Date as determined as provided in Section 2.3 below, subject to any Landlord Delay, Force Majeure Delay not to exceed ninety (90) days after and Tenant Plan Delay (not to exceed ninety (90) days (as such acceptanceterms are defined in Exhibit B). Tenant shall use Landlord’s Contractor (as defined below) for the Tenant Improvements, it will subject to (i) Tenant’s approval, which shall not be obligated to pay Base Rent on unreasonably withheld or delayed if the occupied portion bids submitted are competitive, of the Leased Premises in an amount equal bids submitted by Landlord’s Contractor and its subcontractors, and (ii) Tenant’s right to audit Landlord’s Contractor’s books and records with respect to the Base Rent specified Tenant Improvements as set forth in Exhibit B attached hereto. Within ten (10) business days after written request by Landlord (which request shall not be made until Substantial Completion of the Tenant Improvements has occurred in all the Buildings), Landlord and Tenant shall execute a written amendment to this Lease, substantially in the form of Exhibit D hereto, wherein the parties shall specify the actual Commencement Date as calculated as set forth above (which such date shall be the “Commencement Date” for all purposes of this Lease), the Expiration Date and the date on which Tenant is to commence paying Rent. The word “Term” whenever used herein refers to the initial term of this Lease and any valid extension(s) or renewal(s) thereof. For avoidance of doubt, Tenant’s occupancy of one or more Buildings for purposes of commencing business operations prior to Substantial Completion of the Tenant Improvements in all of the Buildings shall not be deemed to modify the Commencement Date or the Expiration Date of this Lease, multiplied by a fraction, having but Tenant’s obligation to pay Rent for such Building or Buildings shall be as its numerator set forth in the number Basic Lease Information and Tenant shall be subject to all the other terms and conditions of rentable square feet contained within this Lease with respect to the portion of the Leased Premises so occupied by Tenant, particular occupancy and having as its denominator the number of rentable square feet contained within the entire Leased Premisesbusiness operations.

Commencement Date. April 1, 1997, unless Upon the Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997Effective Date, the Commencement Date terms and provisions hereof shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the fully binding on Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the occurrence of the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated or extended as hereinafter provided, shall end on the Termination Expiration Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion If Landlord does not tender possession of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premisesto Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Commencement Date for such portion Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Landlord shall provide Tenant with at least 10 days’ prior notice of the date Landlord reasonably anticipates will be the Commencement Date. No failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of any Punch List Items relating to Landlord’s Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such acceptance dates. For purposes of all determining whether Tenant has accepted possession of the Leased Premises; provided, however, that if Tenant elects shall be deemed to have done so accept delivery when Tenant first moves Tenant’s Property and/or any of a portion its personnel into the Premises and/or commences construction of the Leased PremisesInitial Installations, then commencing on except to the date which extent that Tenant is 30 days after such acceptance, it will be obligated authorized in this Lease or by Landlord’s agreement to pay Base Rent on the occupied portion do any of the Leased Premises in foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an amount equal express provision to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained contrary” within the portion meaning of Section 223-a of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased PremisesNew York Real Property Law or any successor Requirement.

Commencement Date. April 1Landlord shall prepare the Premises for Tenants occupancy in accordance with the Plans and Specifications. Landlord's preparation of the Premises ("Landlord's Work") shall be performed by Landlord's contractors and the Tenant Improvement Allowance shall be applied against the cost thereof as provided in paragraph 2.5 hereof. Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, 1997Tenant shall notify Landlord in writing of its objections within ten (10) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, unless and shall notify Tenant in writing when such has been completed. Taking of possession by tenant of the whole or any part of the Premises shall establish the Commencement Date is changed as specified in the definition of that term and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the Lease is terminated taking of possession. Such taking of possession shall further establish that the Premises are in good and satisfactory condition when possession was so taken and the Commencement Date has occurred. Tenant acknowledges that no representations as provided hereinto the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event that of any dispute as to whether Substantial Completion has occurred, the Leased Premises cannot certificate of Landlord's architect or general contractor shall be delivered conclusive. If on the Commencement Date, Punch List Work remains to be completed, Landlord and Tenant for shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or before March 1the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the written consent of Landlord. Notwithstanding anything to the contrary herein contained, 1997, if the Commencement Date shall be not have occurred by the date ("Last Construction Completion Date") which is seven (7) months after the date of this Lease for any reason other than delays caused by Tenant or delays attributable to force majeure (see paragraph 6.8), then Tenant shall have the right to terminate this Lease, exercisable by giving Landlord a written thirty (30) day termination notice on or after the Last Construction Completion Date and on or before the date which is fourteen (14) calendar days after the later Last Construction Completion Date, time being of the essence in respect of Tenant's giving said notice. If the Commencement Date shall occur on or before the thirtieth (30th) day following Landlord's receipt of such notice, Tenant's termination notice shall be deemed null and void and of no further force or effect. Notwithstanding anything to occur the contrary in the foregoing contained, there shall be no postponement of (A) the Commencement Date if delay in Substantial Completion shall be due to any change required by Tenant in the Plans and Specifications. In addition to the Tenant Improvements to be constructed as shown in Tenant's Plans and Specifications, subject to Landlord's approval of the Leased Conduit Plan, as defined below, Landlord shall install a conduit ("Tenant's Conduit") to run telecommunications cabling between the Premises and other premises currently demised to Tenant in another building (as hereinafter defined "Building 500") in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupantsOffice Park. Tenant may occupy shall prepare plans and specifications (the Leased Premises "Conduit Plan") showing dimensions, materials, location and connection points of Tenant's Conduit for submission to Landlord for its approval or disapproval. Tenant's Conduit Plan shall specify materials having sufficient capacity to meet Tenant's anticipated telecommunications needs during the 30-day period Lease Term. All costs for labor and materials associated with the installation of Tenant's Conduit, plus the Construction Management Fee in respect of such cost shall be borne solely by Tenant and shall be paid directly to Landlord in full prior to the Commencement Datecommencement of any work associated with Tenant's Conduit. No portion of the Tenant Improvement Allowance or the Construction Principal (as defined below in paragraph 2.5) shall be allocated to such cost. Landlord shall perform the installation of Tenant's Conduit during the performance of Landlord's Work to prepare the Premises for Tenant's occupancy. At the expiration or sooner termination of the Lease Term, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout Tenant's Conduit shall become the period property of its occupancy prior Landlord. Notwithstanding anything to the Commencement Date contrary contained in the foregoing, Landlord may elect, (without being obligated to perform do so), (i) to install a conduit of larger size or greater capacity in place of Tenant's Conduit, in which case, if there shall be an incremental increase in the cost to procure materials for and/or install such substitute conduit (for purposes hereof, also to be deemed Tenant's Conduit), Landlord shall pay such incremental cost, and/or (ii) to install, at Landlord's own cost and expense, a separate conduit running alongside Tenant's Conduit for all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery length of all Tenant's Conduit. Regardless of whether Landlord shall make either or both of the Leased Premisespreceding elections, Landlord shall have the right to utilize Tenant's Conduit to provide telecommunications or other services to other tenants in the Office Park, provided that such utilization by Landlord shall not diminish or interfere with Tenant's use of Tenant's Conduit. If and the Commencement Date for such portion so long as Tenant's Conduit shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied used solely and exclusively by Tenant, all maintenance and having repair of Tenant's Conduit shall be performed by and at the expense of Tenant. In performing such maintenance and repair, Tenant shall not interfere with Landlord's operation, administration, and maintenance of any portion of Landlord's real or personal property or other facilities in the Office Park, nor with the use and enjoyment by any other tenant of other premises in the Office Park. If Landlord shall also use Tenant's Conduit as aforesaid, Landlord shall perform all maintenance and repair thereof and the costs of such maintenance and repair shall be included in Operating Costs for purposes of this Lease. Tenant shall, at its denominator own cost and expense, repair any and all damage to the number Building, Building 500, the Land, paved areas, drives, walks, and landscaping or to Landlord's other facilities and equipment, and shall otherwise defend, indemnify and hold Landlord harmless for any loss, cost, liability, damage or expense (including, without limitation, reasonable attorneys' fees) directly or indirectly arising out of rentable square feet contained within the entire Leased Premisesinstallation, use, maintenance or repair of Tenant's Conduit, unless caused by Landlord's negligence.

Commencement Date. April 1, 1997, unless Landlord shall notify Tenant in writing of Substantial Completion and Tenant shall commence occupancy of the Initial Premises on the Commencement Date is changed or Date. Tenant shall occupy the Lease is terminated as provided hereinAdditional Space on the Second Commencement Date. Tenant shall occupy the Additional Space on the Second Commencement Date. In the event that the Leased Premises canTenant contends that the Tenant Improvements have not in fact been Substantially Completed, Tenant shall notify Landlord in writing of its objections within ten (10) calendar days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be delivered necessary to achieve Substantial Completion, and shall notify Tenant for occupancy on or before March 1in writing when such action has been completed. Notwithstanding any notification by Tenant to the contrary, 1997, taking of possession by Tenant shall establish the Commencement Date as specified in the definition of that term and that the Premises and Tenant Improvements are in good and satisfactory condition, as and when possession was so taken and that the Commencement Date occurred. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether the Tenant Improvements have been Substantially Completed in accordance with the Plans and Specifications, the certificate of Landlord's architect or general contractor shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupantsconclusive. Tenant may occupy the Leased Premises for the 30-day period prior to If on the Commencement Date, without any obligation Punch List Work for the Tenant Improvements remains to pay any Base Rent hereunder; providedbe completed, howeverLandlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Punch List Work delay or postpone the occurrence of the Commencement Date. Changes to the Plans and Specifications shall require the written consent of Landlord and Tenant. Tenant has Landlord's permission to enter the premises to install equipment, that furniture, phones and data cable prior to occupancy. Tenant will otherwise be required throughout may enter the period of its occupancy Premises prior to the Commencement Date to perform all install equipment, furniture, phones and data cabling, provided that, Tenant shall not interfere with the construction of its other duties and obligations under the Tenant Improvements. All terms of this Lease. The Term , including Tenant's indemnifications and obligation to maintain insurance, but excluding payment of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated as hereinafter providedrent, shall end on the Termination Date, as apply to such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied early entry by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.

Commencement Date. April Landlord shall prepare the Premises for Tenant's occupancy in accordance with the Plans and Specifications. Landlord's preparation of the Premises ("Landlord's Work") shall be performed by Landlord's contractors and the Tenant Improvement Allowance shall be applied against the cost thereof as provided in paragraph 2.5 hereof. Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, Tenant shall notify Landlord in writing of its objections within ten (10) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been completed. As of the date of this Lease, Tenant is in possession of Premises C. Taking of possession by Tenant of the whole or any part of Premises A and/or Premises B prior to March 1, 1997, unless 2000 or Substantial Completion in respect of Premises A and B shall establish the Commencement Date is changed as specified in the definition of that term for both Premises A and B and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the Lease is terminated taking of possession. Such taking of possession shall further establish that the Premises are in good and satisfactory condition when possession was so taken and the Commencement Date has occurred. Tenant acknowledges that no representations as provided hereinto the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event that of any dispute as to whether Substantial Completion has occurred, the Leased certificate of Landlord's architect or general contractor shall be conclusive. If on the date of Substantial Completion, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the date of Substantial Completion. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the date of Substantial Completion or the Commencement Date. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the written consent of Landlord. Notwithstanding anything to the contrary herein contained, Landlord shall perform Landlord's Work in respect of Premises cannot C while Tenant is in occupancy of Premises C and may perform Landlord's Work in respect of Premises A and/or B subsequent to March 1, 2000 and possibly while Tenant is in occupancy of Premises A and/or B, or parts thereof. There shall be delivered no allowance to Tenant for occupancy on or before March 1, 1997, the Commencement Date shall be thirty days after the later to occur diminution of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants rental value and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence no liability on the Commencement Date andpart of Landlord by reason of inconvenience, unless extended annoyance or sooner terminated as hereinafter provided, shall end on injury to Tenant arising from the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery performance of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased PremisesLandlord's Work.

Commencement Date. April 1The Commencement Date shall be the date provided in Item 5 of the Basic Lease Provisions. If this Lease is executed before the Premises become vacant or otherwise available or if any present tenant or occupant of the Premises holds over, 1997and Landlord cannot acquire possession of the Premises in time to deliver them by the Commencement Date, unless this Lease shall not be void or voidable, and Landlord shall not be deemed to be in default hereunder, nor shall Landlord be liable for any loss or damage directly or indirectly arising out of or resulting from such holdover, provided that in the event that the actual date of commencement is more than sixty (60) days after the date provided in Item 5 of the Basic Lease Provisions (subject to force majeure delays and any delays caused by Tenant, its agents, employees or contractors), Tenant shall be entitled, as its sole and exclusive remedy, to a rent credit equal to one day's Base Rent for each day that the Commencement Date is changed or the Lease is terminated as provided hereindelayed beyond such sixty (60) day period. In the event that the Leased Premises cannot be delivered actual date of commencement is more than one (1) year after the date that this Lease is fully executed (subject to force majeure delays and any delays caused by Tenant, its agents, employees or contractors), Tenant for occupancy on or before March 1, 1997, the Commencement Date shall be entitled, as its sole and exclusive remedy, to terminate this Lease upon written notice to Landlord given within thirty (30) days after the later expiration of such one (1) year period (but in any event prior to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the that Landlord has delivered delivers possession of the Leased Premises with Landlord's Work substantially complete). Except as set forth herein, Tenant agrees to Tenantaccept possession of the Premises at such time as Landlord is able to tender the same, free of all tenants and occupantswhich date shall thenceforth be deemed the Commencement Date. Tenant may occupy the Leased Premises for the 30-day period prior to After the Commencement Date, without any obligation Tenant shall, upon demand, execute and deliver to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout Landlord a letter of acceptance of delivery of the period of its occupancy prior to Premises specifying the Commencement Date to perform all of its other duties and obligations under this LeaseDate. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises1.4.

Commencement Date. April 1, 1997, unless Upon the Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997Effective Date, the Commencement Date terms and provisions hereof shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the fully binding on Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the occurrence of the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on that date (the Commencement "COMMENCEMENT DATE") which is the earlier to occur of (i) the Effective Date andor (ii) the date on which Landlord completes the acquisition of title to the Real Property. Immediately following the close of escrow of Landlord's purchase of the Real Property, unless extended or Landlord shall advise Tenant in writing of the same. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Termination Date"EXPIRATION DATE" specified in Article 1. If Landlord does not tender possession of Block One to Tenant on or before the Scheduled Rent Commencement Date (Block One) or Block Two by the Scheduled Rent Commencement Date (Block Two), as such dates are respectively defined hereinfor any reason whatsoever, Landlord shall not be liable for any damage thereby, and this Lease shall not be void or voidable thereby. Tenant may elect . No failure to accept delivery tender possession of a the applicable portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of to Tenant on or before the Leased Premises, and the Scheduled Rent Commencement Date for such portion (Block One) or the Scheduled Rent Commencement Date (Block Two), as the case may be, shall be deemed the date in any way affect any other obligations of such acceptance of all of the Leased Premises; Tenant hereunder, provided, however, that Landlord shall use its commercially reasonable efforts to recover possession of Block Two on May 31, 2000, or as soon thereafter as is reasonably feasible (without any obligation to commence any unlawful detainer proceedings against Chevron Corporation). In addition, Landlord covenants and agrees not to amend the lease with Chevron Corporation in order to grant Chevron Corporation the right to remain in possession of Block Two after May 31, 2000. In addition, if Landlord is unable to tender Block Two to Tenant on or before May 31, 2000, but Landlord has other available units of space within the Building (the "TEMPORARY SPACE"), then Landlord may (if Landlord elects to do so in its sole discretion), make such Temporary Space available for Tenant's use and occupancy for a period not to exceed 60 days. If Tenant elects to occupy such Temporary Space, Tenant shall do so accept delivery of a portion on all of the Leased terms and provisions of this Lease (including those with respect to Rent) for such period as Landlord may specify. Landlord shall tender such Temporary Space in its then As-Is condition and shall have no obligation to ready the space for Tenant's use and occupancy. Once the respective Rent Commencement Dates are determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date (Block One), Rent Commencement Date (Block Two) and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether Tenant has accepted possession of the Premises, then commencing on Tenant shall be deemed to have done so when Tenant first moves Tenant's Property and/or any of its personnel into the date which Premises, except to the extent that Tenant is 30 days after such acceptance, it will be obligated authorized in this Lease or by Landlord's agreement to pay Base Rent on the occupied portion do any of the Leased Premises in an amount equal foregoing without being deemed to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion have accepted possession of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.. \

Commencement Date. April 1The Lease shall commence on the date specified in Section 1(b), 1997or on such earlier or later date as may be specified by written notice delivered by Landlord to Tenant advising Tenant that the Premises are ready for possession and specifying the Commencement Date, unless which shall not be less than _____ (30 if not completed) days following the date of such notice. If Tenant occupies the Premises before the Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1specified in Section 1(b), 1997, then the Commencement Date shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date of occupancy. If Landlord acts diligently to make the Premises available to Tenant, neither Landlord has delivered nor any agent or employee of Landlord shall be liable for any damage or loss due to Landlord's inability or failure to deliver possession of the Leased Premises to Tenant, free of all tenants and occupantsTenant as provided in this Lease EXCEPT IF SUCH FAILURE RESULTS FROM LANDLORD'S NEGLIGENCE. Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Date, without The Termination Date shall be modified upon any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to change in the Commencement Date so that the length of the Lease term is not changed. If Landlord does not deliver possession of the Premises to perform Tenant within THIRTY (30) days (60 if not completed) after the date specified in Section 1(b), Tenant may elect to cancel this Lease by giving written notice to Landlord within 30 days after such time period ends. If Tenant gives such notice, the Lease shall be canceled, all of its other duties prepaid rent and security deposits shall be refunded to tenant, and neither Landlord nor Tenant shall have any further obligations under this Leaseto the other. The Term of this first "Lease Year" shall commence on the Commencement Date andand shall end on the date which is twelve (12) months from the end of the month in which the Commencement Date occurs. Each successive Lease Year during the initial term and any LEASE AGREEMENT (SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET) (CONTINUED) extension terms shall be twelve (12) months, unless extended or sooner terminated as hereinafter providedcommencing on the first day following the end of the preceding Lease Year, except that the last Lease Year shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.

Commencement Date. April 1, 1997, unless Upon the Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997Effective Date, the Commencement Date terms and provisions hereof shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the fully binding on Landlord has delivered possession of the Leased Premises to and Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or Date. Unless sooner terminated or extended as may be hereinafter provided, the Term shall end on the Termination Expiration Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion If Landlord does not tender possession of the Leased Premises when such portion is Substantially Complete to Tenant on or before any particular date, for any reason whatsoever, Landlord shall not be liable for any damage thereby (except as that term is defined expressly set forth in this Section 9(e2.2 below)) without accepting delivery of all of the Leased Premises, this Lease shall not be void or voidable thereby, and the Term shall not commence until the Commencement Date for such portion Date. Notwithstanding the foregoing, if Landlord does not cause the Initial Installations (defined in the Work Letter) to be Substantially Completed on or before the date that is sixty (60) days following the full execution and delivery of this Lease by Landlord and Tenant (the “Fixed Rent Abatement Outside Date”), then Tenant shall be deemed the date entitled to an abatement of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Fixed Rent on the occupied portion of the Leased Premises in an amount equal to the Base product of (i) the number of days occurring after the Fixed Rent specified Abatement Outside Date and prior to the Commencement Date, less the number of days attributable to any Tenant Delays (as defined in Exhibit B and the Work Letter) and/or Unavoidable Delays (as defined in the Exhibit B), and (ii) Five Hundred Sixty-Four and 62/100 Dollars ($564.62) (i.e., two (2) times the daily amount of Fixed Rent payable during the first Lease Year) (such Fixed Rent abatement amount is referred to herein as the Lease“Fixed Rent Abatement Amount”). The Fixed Rent Abatement Amount, multiplied by a fractionif any, having as its numerator shall be applied, if at all, to Tenant’s obligation to pay Fixed Rent under this Lease commencing on the number of rentable square feet contained within the portion first day of the Leased thirteenth (13th) full calendar month of the Term and continuing thereafter until such Fixed Rent Abatement Amount is fully exhausted. Landlord shall be deemed to have tendered possession of the Premises so occupied to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise specifically provided in this Section 2.2 above, no failure to tender possession of the Premises to Tenant on or before any particular date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for (i) any delay in the tender of possession to Tenant which results from any Tenant Delay or (ii) any delays by Landlord in the performance of any punch list items relating to Initial Installations. At any time during the Term, Landlord may deliver to Tenant a Notice of Lease Term Dates in the form as set forth in Exhibit G, attached hereto, which notice Tenant shall execute and having as its denominator the number return to Landlord within five (5) days of rentable square feet contained within the entire Leased Premisesreceipt thereof.

Commencement Date. April 1The Commencement Date shall be the date provided in Item 5 of the Basic Lease Provisions. If this Lease is executed before the Premises become vacant or otherwise available or if any present tenant or occupant of the Premises holds over, 1997and Landlord cannot acquire possession of the Premises in time to deliver them by the Commencement Date, unless this Lease shall not be void or voidable, and Landlord shall not be deemed to be in default hereunder, nor shall Landlord be liable for any loss or damage directly or indirectly arising out of or resulting from such holdover, provided that in the event that the actual date of commencement is more than sixty (60) days after the date provided in Item 5 of the Basic Lease Provisions (subject to force majeure delays and any delays caused by Tenant, its agents, employees or contractors), Tenant shall be entitled, as its sole and exclusive remedy, to a rent credit equal to one day's Base Rent for each day that the Commencement Date is changed or the Lease is terminated as provided hereindelayed beyond such sixty (60) day period. In the event that the Leased Premises cannot be delivered actual date of commencement is more than one (1) year after the date that this Lease is fully executed (subject to force majeure delays and any delays caused by Tenant, its agents, employees or contractors), Tenant for occupancy on or before March 1, 1997, the Commencement Date shall be entitled, as its sole and exclusive remedy, to terminate this Lease upon written notice to Landlord given within thirty (30) days after the later expiration of such one (1) year period (but in any event prior to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the that Landlord has delivered delivers possession of the Leased Premises with Landlord's Work substantially complete). Except as set forth herein, Tenant agrees to Tenantaccept possession of the Premises at such time as Landlord is able to tender the same, free of all tenants and occupantswhich date shall thenceforth be deemed the Commencement Date. Tenant may occupy the Leased Premises for the 30-day period prior to After the Commencement Date, without any obligation Tenant shall, upon demand, execute and deliver to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout Landlord a letter of acceptance of delivery of the period of its occupancy prior to Premises specifying the Commencement Date to perform all of its other duties and obligations under this LeaseDate. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein1.4. Tenant may elect to accept delivery of a portion Condition of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased PremisesCommencement Date. 1.5.

Commencement Date. April 1, 1997, unless the Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997, the (a) The Commencement Date shall be thirty days after January 1, 2009 (or such other date when the later Premises are substantially complete in regard to occur Article 27 of (A) Substantial Completion this Lease). Tenant acknowledged that it has inspected and accepts the Premises, and specifically the buildings and improvements comprising the same, in their present condition as suitable for the purpose for which the Premises are leased. Taking of possession by Tenant shall be deemed conclusively to establish that said buildings and other improvements are in good and satisfactory condition as of when possession was taken and that Tenant has determined that the Premises are suitable for Tenant’s intended purposes. Landlord has made no warranties with respect to suitability and Tenant hereby expressly waives any implied warranty of same. Tenant further acknowledges that no representations as to the repair of the Leased Premises, nor promises to alter, remodel or improve the Premises (as hereinafter defined have been made by Landlord, unless such are expressly set forth in Section 9(e)), or (B) the date the writing in this Lease. Landlord has delivered possession hereby waives payment of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day rent covering any period prior to the tendering of possession to Tenant hereunder except as may be otherwise specifically set forth herein . After the Commencement Date, without Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises. Tenant agrees to inspect the Premises immediately upon occupancy and to notify Landlord in writing with ten (10) calendar days of occupancy of any obligation “Punchlist” items, which Landlord if it is otherwise required to pay any Base Rent hereunder; providedcomplete or correct such items, howeveragrees to complete or correct, that Tenant will otherwise be required throughout the period as applicable, within a reasonable amount of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Leasetime. The Term of this Lease failure to provide a list within said ten (10) days or to include any item on such list shall commence on be conclusively presumed to mean that the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion condition of the Leased Premises when such portion is Substantially Complete acceptable to Tenant and in good working order. Landlord agrees to repair any latent defects which are reported to Landlord in writing by Tenant within ten (as that term is defined in Section 9(e)10) without accepting delivery calendar days of all Tenant’s discovery and notification to Landlord of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premisessame.

Commencement Date. April The Initial Term shall commence on the ----------------- earlier of the following two dates to occur ("Commencement Date"): (i) November 1, 1997, unless the Commencement Date is changed 1994; or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March (ii) one (1, 1997, the Commencement Date shall be thirty days ) month after the later to occur date of (A) Substantial Completion substantial completion of the Leased Tenant Improvements and issuance of a certificate of occupancy as to the Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. during which one month period Tenant may occupy the Leased Premises for the 30-day period prior to conducting of its business upon otherwise complying with the Commencement Date, insurance requirements of this Lease without incurring any obligation to pay Basic Rent or additional rent other than any Base Rent utilities consumed by Tenant during such period). For purposes of this Lease, the Tenant Improvements (or any other construction work hereunder; provided) shall be deemed to have been substantially completed as of the date on which Tenant's architect or engineer issues a certificate to Landlord and Tenant stating that the Tenant Improvements (or such other construction work) have been completed in accordance with the Final Tenant Plans (or such other applicable plans) or, howeverif applicable, that the date the Tenant will otherwise Improvements (or such other construction work) would have been substantially complete but for Tenant Delay. The outside calendar date provided for the Commencement Date of the Initial Term (or for the commencement of rental obligations with respect to any additional space pursuant to paragraphs 1(c) or 1(d) hereof), shall be required throughout extended for any delays in the construction of the applicable tenant's alterations and improvements caused by any Landlord Delay (as defined in paragraph 46(c)). Upon determination of the actual Commencement Date, the parties shall sign a commencement date memorandum in the form attached hereto as Exhibit B, which shall become a part of --------- this Lease. However, Tenant's failure to execute the commencement date memorandum shall not affect the actual Commencement Date or expiration date of this Lease. If the Commencement Date occurs on the first day of a calendar month, then the Initial Term shall be five (5) years. If the Commencement Date occurs on any day other than the first day of a calendar month, then the Initial Term shall be the period of its occupancy prior to from the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion first day of the Leased Premises when such portion is Substantially Complete first full calendar month thereafter, plus the following sixty (as that term is defined in Section 9(e)60) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premisesfull calendar months.

Commencement Date. April 1, 1997, unless Upon the Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997Effective Date, the Commencement Date terms and provisions hereof shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the fully binding on Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the occurrence of the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or Date. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Termination Expiration Date. If Landlord does not tender possession of the Premises to Tenant on or before the Delivery Date or any other particular date, as such dates are respectively defined hereinfor any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until the Commencement Date. Tenant may elect to accept Notwithstanding the foregoing, the Commencement Date shall be extended by one day for each day delivery of a portion the Premises is delayed past the Delivery Date. In addition, if the Delivery Date does not occur on or before November 1, 2006 then Tenant shall have the right to terminate this Lease effective upon delivery or written notice thereof to Landlord on or before December 1, 2006, provided further, however, that Tenant shall not be entitled to so terminate this Lease if the Delivery Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord shall be deemed to have tendered possession of the Leased Premises when such portion is Substantially Complete (to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as that term is defined in Section 9(e)) without accepting delivery of all otherwise provided herein, no failure to tender possession of the Leased Premises, and Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for such portion shall be deemed any delay in the date tender of such acceptance of all of the Leased Premises; provided, however, that if possession to Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premisesresults from any Tenant Delay.

Commencement Date. April 1The Lease shall commence on the date specified in Section 1(b), 1997or on such earlier or later date as may be specified by written notice delivered by Landlord to Tenant advising Tenant that the Premises are ready for possession and specifying the Commencement Date, unless which shall not be less than ten (10) days following the date of such notice. If Tenant occupies the Premises before the Commencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1specified in Section 1(b), 1997, then the Commencement Date shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date of occupancy. If Landlord acts diligently to make the Premises available to Tenant, neither Landlord has delivered nor any agent or employee of Landlord shall be liable for any damage or loss due to Landlord's inability or failure to deliver possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under as provided in this Lease. The Term Termination Date shall be modified upon any change in the Commencement Date so that the length of the Lease term is not changed. If Landlord does not deliver possession of the Premises to Tenant within ninety days (90) after the date specified in Section 1(b), Tenant may elect to cancel this Lease by giving written notice to Landlord within 10 days after such time period ends. If Tenant gives such notice, the Lease shall be cancelled, all prepaid rent and security deposits shall be refunded to tenant, and neither Landlord nor Tenant shall have any further obligations to the other. The first "Lease Year" shall commence on the Commencement Date andand shall end on the date which is twelve (12) months from the end of the month in which the Commencement Date occurs. Each successive Lease Year during the initial term and any extension terms shall be twelve (12) months, unless extended or sooner terminated as hereinafter providedcommencing on the first day following the end of the preceding Lease Year, except that the last Lease Year shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.

Commencement Date. April 12.4.1 Landlord shall complete the Tenant Improvements in accordance with the Plans and Specifications. Landlord's completion of the Tenant Improvements shall be performed by Landlord's contractors, 1997and the Tenant Improvement Allowance shall be applied against the cost thereof as provided in paragraph 2.5 hereof. Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, unless Tenant shall notify Landlord in writing of its objections within five (5) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been achieved. Taking of possession by Tenant shall establish the Commencement Date is changed as specified in the definition of that term even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the Lease is terminated as provided hereintaking of possession. In the event Taking of possession shall further establish that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997, the Commencement Date shall be thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined are in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants good and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence satisfactory condition on the Commencement Date and, unless extended except as expressly provided below with respect to latent defects in the Tenant Improvements, any alleged defects or sooner terminated as hereinafter provided, shall end on deficiencies are waived by the Termination Date, as such dates are respectively defined hereinTenant except for any incomplete Punch List Work. Tenant may elect to accept delivery of a portion shall notify the Landlord in writing within three (3) months after Substantial Completion of the Leased Premises when existence of any latent defects pertaining to the Tenant Improvements. If Tenant fails to notify the Landlord of any latent defects pertaining to the Tenant Improvements within such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premisesperiod, and the Commencement Date for such portion Tenant shall be deemed to have waived any rights on account thereof. Tenant acknowledges that no representations as to the date of such acceptance of all condition of the Leased Premises; providedPremises have been made by Landlord, howeverunless such are expressly set forth in this Lease. With the exception of the Tenant Improvements to be made by Landlord, Tenant acknowledges that if Tenant elects the Premises shall be delivered AS IS and that no representations as to so accept delivery the condition of the Premises have been made by Landlord. In the event of any dispute as to whether Substantial Completion has occurred, the receipt of a portion temporary certificate of occupancy shall be conclusive unless a temporary certificate of occupancy is unavailable or delayed due to causes which are Tenant's responsibility. If on the Commencement Date, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal Commencement Date. Tenant shall make no changes to the Base Rent specified Plans and Specifications or the work reflected in Exhibit B to the LeasePlans and Specifications without the consent of Landlord, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premiseswhich consent shall not be unreasonably withheld.

Commencement Date. April 1The "Commencement Date" for each Building shall be ----------------- the earlier of the date that Tenant takes possession of the Premises or ten (10) days after Landlord notifies Tenant that the Building is, 1997or will be by a date certain, unless the ready for Tenant to take possession. The Commencement Date is changed or shall constitute the commencement of the Lease is terminated Term for all purposes, whether or not Tenant has actually taken possession as provided hereinevidenced by a Certificate of Occupancy. In By mutual agreement of the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997parties, the Commencement Date shall may be changed. Within thirty (30) days after the later Commencement Date for each Building, Landlord will provide to occur of Tenant a letter acknowledging the Commencement, Rental Commencement (Aif different) Substantial Completion Expiration Dates, and the square footage of the Leased Premises (Building which letter will then be attached hereto as hereinafter defined in Section 9(e))Exhibit D. Notwithstanding anything herein to the contrary, or (B) the date Lease Term shall extend through and end on the Landlord has delivered possession last day of the Leased last month of the Term. If Tenant is permitted access to the Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the Commencement Date, without any obligation such early entry will be subject to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout all the period terms and provisions of its occupancy prior to this Lease as though the Commencement Date had occurred, unless otherwise agreed to perform all of its other duties and obligations under this Leasein writing by Landlord. The Term of this Lease Rental Commencement for each Building shall commence on be the fifteenth (15 th) day after the Commencement Date and, unless extended or sooner terminated except as hereinafter provided, shall end on provided in the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased PremisesAddendum.