Common use of POSSESSION OF PREMISES Clause in Contracts

POSSESSION OF PREMISES. 3. The Lessee shall be entitled to enter into possession of the demised premises at the commencement date for the sole purpose of installing and completing at it sole risk, cost and expense its fixtures, improvements and furnishings (hereinafter called "the leasehold improvements") after receipt of notice from the Lessor's architect setting the fixturing date. The fixturing date shall be the first day of the month next following the date when the Lessor's architect certifies in writing to the Lessee that the demised premises are substantially completed and ready for installation of the leasehold improvements. Rental shall commence to be payable on the commencement date notwithstanding that the Lessee has not completed its leasehold improvements or opened for business. Provided Always, that if the demised premises are not ready for the Lessee to install its leasehold improvements so as to allow the Lessee the fixturing period provided for herein, for any reasons not attributable to any failure or neglect on the part of the Lessee, the fixturing date shall be postponed until the demised premises are ready for the Lessee to install its leasehold improvements and the commencement date shall be postponed for an equal period of time and the Lessor shall not be liable for any loss, damage or injury suffered by the Lessee by reason of any delay by the Lessor in delivering the demised premises for fixturing or for occupancy on the commencement date. Notwithstanding the foregoing, the Lessee may if it desires, but only with the Lessor's prior written consent, take possession of the demised premises or portions thereof as they become available for fixturing provided that the fixturing date and commencement date shall apply as and from the time or times when the Lessee takes possession for those purposes. Rental shall be calculated upon the basis of the monthly rental payments hereinafter provided and they shall be in relation that the premises occupied by the Lessee bears to the entire area of the demised premises. In the event a commencement date for all or a portion of the demised premises is other than the first of the month, the Lessee shall pay a proportionate rental for that portion of the month until the end of such month. Notwithstanding that possession of the demised premises may occur prior to or after the commencement date, the expiry date of the initial term shall remain as set forth in the preceding Paragraph 2.

POSSESSION OF PREMISES. 3Lessor shall use commercially reasonable and diligent efforts to construct and deliver the Premises as required by the provisions of this Lease. The Lessee If Lessor shall be entitled unable to enter into give possession of the demised premises at Premises on the commencement date Target Commencement Date because the construction of the Office Complex or the completion of the Premises has not been sufficiently completed to make the Premises ready for occupancy or if Lessor shall fail to provide a certificate of occupancy, or for any other reason, Lessor shall not be subject to any claims, damages or liabilities for the sole purpose of installing failure to give possession on said date except as expressly set forth in this Article IV. Under said circumstances, the rent reserved and completing at it sole risk, cost and expense its fixtures, improvements and furnishings (hereinafter called "the leasehold improvements") after receipt of notice from the Lessor's architect setting the fixturing date. The fixturing date covenant to pay same shall be the first day not commence until possession of the month next following Premises is given or the Premises are ready for occupancy, whichever is earlier. Failure to give possession on the date when the Lessor's architect certifies in writing to the Lessee that the demised premises are substantially completed and ready for installation of commencement of the leasehold improvements. Rental term shall commence to be payable on in no way affect the commencement date notwithstanding that validity of this Lease or the obligations of Lessee has not completed its leasehold improvements or opened for business. Provided Alwayshereunder; provided, however, that if the demised premises are not ready for the Lessee to install its leasehold improvements so as to allow the Lessee the fixturing period provided for herein, for any reasons not attributable to any failure or neglect on the part date of commencement of the Lesseeinitial term is delayed beyond the Target Commencement Date, the fixturing date shall be postponed until the demised premises are ready for the Lessee to install its leasehold improvements and the commencement date shall be postponed for an equal period of time and the Lessor shall not be liable for any loss, damage or injury suffered by the Lessee by reason of any delay by the Lessor in delivering the demised premises for fixturing or for occupancy on the commencement date. Notwithstanding the foregoing, the Lessee may if it desires, but only with the Lessor's prior written consent, take possession of the demised premises or portions thereof as they become available for fixturing provided that the fixturing date and commencement date shall apply as and from the time or times when the Lessee takes possession for those purposes. Rental shall be calculated upon the basis of the monthly rental payments hereinafter provided and they shall be in relation that the premises occupied by the Lessee bears to the entire area of the demised premises. In the event a commencement date for all or a portion of the demised premises is other than the first of the month, the Lessee shall pay a proportionate rental for that portion of the month until the end of such month. Notwithstanding that possession of the demised premises may occur prior to or after the commencement date, the expiry expiration date of the initial term shall remain be extended to provide for a full ten-year initial term of this Lease. If Lessee is given and accepts possession of the Premises on a date earlier than the date above specified for commencement of the term, and commences operating its business therefrom (and not merely installing equipment and fixtures), the rent reserved herein and all covenants, agreements and obligations herein and the term of this Lease shall commence on the date that possession of the Premises is given to Lessee. The acceptance of possession by Lessee shall be deemed conclusively to establish that the Premises and all other improvements of the Office Complex required to be constructed by Lessor for use thereof by Lessee hereunder have been completed at such time to Lessee's satisfaction and in conformity with the provisions of this Lease in all respects unless Lessee notifies Lessor in writing within sixty (60) days after commencement of the term as to any items not completed. Lessee waives any claim as to matters not listed in said notice. Lessor shall exercise commercially reasonable efforts to complete, repair or replace any aspect of the Premises set forth in said notice, within sixty (60) days of said notice. Lessee acknowledges that neither Lessor nor any agent of Lessor has made any representation or warranty with respect to the preceding Paragraph 2Premises or the Office Complex or with respect to the suitability or fitness of either for the conduct of Lessee's business or for any other purpose except as expressly set forth herein. Nothing contained in this Article shall affect the commencement of the Lease term or the obligation of Lessee to pay any rent due under this Lease.

POSSESSION OF PREMISES. 3Tenant shall, within five (5) business days after request therefrom by Landlord, advise Landlord of required color selections. The Lessee Tenant shall be entitled to enter into possession responsible for Landlord's increased cost of labor and materials if any, and loss of Rent, arising out of delay in the completion of the demised premises Premises caused by Tenant's failure to comply in a timely manner with the foregoing schedule. Landlord shall notify Tenant at least thirty (30) days prior to its estimated date of Substantial Completion and Tenant shall during such thirty (30) day period have the commencement date right to access the warehouse portion of the Premises to install fixtures and equipment ("Fixturization Period") provided that Tenant does not thereby interfere with the completion of construction or occasion any labor dispute as a result of such installations and provided further that Tenant does hereby agree to assume all risk of loss or damage to such machinery, equipment, fixtures and other personal property. Tenant shall adopt a schedule in conformance with the schedule of Landlord and conduct its work in such a manner as to maintain harmonious labor relations so as not to interfere unreasonably with or delay the work of Landlord. Tenant shall not be liable to Landlord for the sole purpose payment of installing and completing at it sole risk, cost and expense its fixtures, improvements and furnishings (hereinafter called "the leasehold improvements") after receipt of notice from the Lessor's architect setting the fixturing date. The fixturing date Basic Rent or taxes during such Fixturization Period but Tenant shall be subject to the first day other terms and provisions of this Lease, including the insurance and indemnity obligations and the obligation to maintain the Premises free of mechanic liens. Basic Rent and the payment and performance of all other obligations to be paid by Tenant shall commence upon the Commencement Date; provided, however, in the event that Landlord's Improvements are partially completed and partially ready for occupancy, and are occupied by Tenant, or Tenant is required to occupy same, the terms of such occupancy or use of the month next following Premises shall apply and a pro rata portion of the Basic Rent and the pro rata portion of all other obligations to be paid by Tenant shall be payable commencing with such date when of partial occupancy, and shall be equitably adjusted from time to time based upon the Lessorarea and value of the portion of Landlord's architect certifies in writing to the Lessee that the demised premises are Improvements substantially completed and ready for installation Tenant's occupancy. The failure of the leasehold improvements. Rental shall commence Tenant to be payable on the commencement date notwithstanding that the Lessee has not completed its leasehold improvements or opened for business. Provided Always, that if the demised premises are not ready for the Lessee to install its leasehold improvements so as to allow the Lessee the fixturing period provided for herein, for any reasons not attributable to any failure or neglect on the part of the Lessee, the fixturing date shall be postponed until the demised premises are ready for the Lessee to install its leasehold improvements and the commencement date shall be postponed for an equal period of time and the Lessor shall not be liable for any loss, damage or injury suffered by the Lessee by reason of any delay by the Lessor in delivering the demised premises for fixturing or for occupancy on the commencement date. Notwithstanding the foregoing, the Lessee may if it desires, but only with the Lessor's prior written consent, take possession of or to occupy the demised premises Premises or portions any portion thereof as they become available for fixturing provided that the fixturing date and commencement date shall apply as and from the time or times when the Lessee takes possession for those purposes. Rental shall be calculated upon the basis of the monthly rental payments hereinafter provided and they shall be in relation that the premises occupied by the Lessee bears which Tenant is required to the entire area of the demised premises. In the event a commencement date for all or a portion of the demised premises is other than the first of the month, the Lessee shall pay a proportionate rental for that portion of the month until the end of such month. Notwithstanding that possession of the demised premises may occur prior to occupy on or after the commencement date, the expiry date Landlord's Improvements or such applicable portion thereof are substantially complete and ready for occupancy by Tenant shall not serve to relieve Tenant of the initial term shall remain as set forth in the preceding Paragraph 2said obligations or delay payments by Tenant to Landlord.

POSSESSION OF PREMISES. 3Lessor anticipates that Lessor will require approximately eight (8) weeks following execution of this Lease and delivery by Lessee of a final, approved, space plan for substantial completion of the Temporary Space, which schedule is based upon an expedited review process by the City of Tempe. The Lessee If Lessor shall be entitled unable to enter into give possession of the demised premises at Permanent Premises on the commencement completion date contained in the construction schedule to be mutually agreed upon by Lessor and Lessee and delivered by Lessor to Lessee (which construction schedule shall be delivered to Lessee concurrently with Lessor's receipt of a building permit for the sole purpose of installing and completing at it sole risk, cost and expense its fixtures, improvements and furnishings Tenant Improvements) (hereinafter called "the leasehold improvementsTarget Commencement Date") after receipt because the construction of notice from the Complex or the completion of the Premises has not been sufficiently completed to make the Premises ready for occupancy, or for any other reason, Lessor shall not be subject to any claims, damages or liabilities for the failure to give possession on said date; provided, however, that if substantial completion of the Tenant Improvements (as hereinafter defined) is not achieved within sixty (60) days following the Target Commencement Date (provided, however, that if delay in substantial completion of the Tenant Improvements is caused or contributed to by act or neglect of Lessee or those acting for or under Lessee, or by labor disputes, casualties, acts of God or the public enemy, governmental embargo restrictions, shortages of fuel, labor or building materials, action or nonaction of public utilities, or of local, state or federal governments affecting the Tenant Improvements (such as a delay in the issuance of a certificate of occupancy or other governmental approvals), or other causes beyond Lessor's architect setting reasonable control, then the fixturing Target Commencement Date shall be extended for the additional time caused by such delay), then Lessor shall afford Lessee one day of occupancy, free of Base Rent and Additional Rent, for each one day of delay between the date which is sixty (60) days after the Target Commencement Date and the actual commencement date, up to a maximum of ninety (90) days of such free occupancy. In the event Lessor is unable to deliver the substantially completed Premises to Lessee on or before the date 150 days following the Target Commencement Date, then either party may thereafter terminate this Lease by delivery of written notice thereof to the other party on or before Lessor's substantial completion of the Tenant Improvements. For purposes of this Article IV, substantial completion of the Tenant Improvements shall be deemed to have occurred when the only Tenant Improvement work remaining to be completed is such work which can be accomplished without material adverse interference with Lessee's business. Except as specifically set forth in the preceding provisions of this Article IV, if Lessor shall be unable to give possession of the Premises on the Target Commencement Date because the completion of the Premises has not been sufficiently completed to make the Premises ready for occupancy, or for any other reason, Lessor shall not be subject to any claims, damages or liabilities for the failure to give possession of said date. The fixturing date Under said circumstances, the rent reserved and covenant to pay same shall be not commence until possession of the Premises is given or the Premises are ready for occupancy, whichever is earlier (subject to Lessee's right to abatement of rent as set forth in the first day sentence of the month next following the date when the Lessor's architect certifies in writing this Article), and failure to the Lessee that the demised premises are substantially completed and ready for installation of the leasehold improvements. Rental shall commence to be payable give possession on the commencement date notwithstanding that Target Commencement Date shall in no way affect the validity of this Lease or the obligations of Lessee has not completed its leasehold improvements or opened for business. Provided Alwayshereunder; provided, however, that if the demised premises are not ready for the Lessee to install its leasehold improvements so as to allow the Lessee the fixturing period provided for herein, for any reasons not attributable to any failure or neglect on the part date of commencement of the Lesseeinitial term is delayed beyond the Target Commencement Date, the fixturing date shall be postponed until the demised premises are ready for the Lessee to install its leasehold improvements and the commencement date shall be postponed for an equal period of time and the Lessor shall not be liable for any loss, damage or injury suffered by the Lessee by reason of any delay by the Lessor in delivering the demised premises for fixturing or for occupancy on the commencement date. Notwithstanding the foregoing, the Lessee may if it desires, but only with the Lessor's prior written consent, take possession of the demised premises or portions thereof as they become available for fixturing provided that the fixturing date and commencement date shall apply as and from the time or times when the Lessee takes possession for those purposes. Rental shall be calculated upon the basis of the monthly rental payments hereinafter provided and they shall be in relation that the premises occupied by the Lessee bears to the entire area of the demised premises. In the event a commencement date for all or a portion of the demised premises is other than the first of the month, the Lessee shall pay a proportionate rental for that portion of the month until the end of such month. Notwithstanding that possession of the demised premises may occur prior to or after the commencement date, the expiry expiration date of the initial term shall remain be extended to provide for a full ten-year zero-month initial term of this Lease; and provided further, however, if Lessee receives an abatement of Base Rent and Additional Rent pursuant to the first sentence of this Article, then the expiration date of the initial term shall be further extended by the same number of days as set forth within such abatement period. If Lessee is given and accepts possession of the Premises on a date earlier than the Target Commencement Date, the rent reserved herein and all covenants, agreements and obligations herein and the term of this Lease shall commence on the date that possession of the Premises is given to Lessee. The acceptance of possession by Lessee shall be deemed conclusively to establish that the Premises and all other improvements of the Complex required to be constructed by Lessor for use thereof by Lessee hereunder have been completed at such time to Lessee's satisfaction and in conformity with the preceding Paragraph 2provisions of this Lease in all respects unless Lessee notifies Lessor in writing within sixty (60) days after commencement of the term as to any items not completed. Lessee waives any claim as to matters not listed in said notice. Lessee acknowledges that neither Lessor nor any agent of Lessor has made any representation or warranty with respect to the Premises or the Complex or with respect to the suitability or fitness of either for the conduct of Lessee's business or for any other purpose.

POSSESSION OF PREMISES. 3. The Lessee shall be entitled to enter into possession "Commencement Date" of this Lease is the demised premises at the commencement date for the sole purpose of installing and completing at it sole risk, cost and expense its fixtures, improvements and furnishings earlier of: (hereinafter called "the leasehold improvements"a) after receipt of notice from the Lessor's architect setting the fixturing date. The fixturing date shall be the first day of the month next following the date when two days after the Lessordate Landlord's architect certifies in writing to the Lessee that the demised premises Improvements are substantially completed complete and ready for installation occupancy by Tenant (subject to Punch List items correction of which does not materially interfere with Tenant's use and enjoyment of the leasehold improvementsPremises); or (b) the date Tenant occupies any of the Premises. Rental The target Commencement Date is February 1, 1999. The Landlord's Improvements shall commence be deemed to be payable substantially complete and ready for occupancy on the commencement date notwithstanding that the Lessee has not completed its leasehold improvements municipality having jurisdiction thereof issues a temporary or opened permanent certificate of occupancy permitting Tenant to occupy the Premises for business. Provided Alwaysthe purposes set forth in Section 4 or takes such other action as may be customary to permit occupancy or use thereof; provided, however, that the issuance of a certificate of occupancy or the taking of such other customary action shall not be a condition to payment of Rent or commencement of the Lease Term if failure to secure such certificate or action is caused by the demised premises are not act or omission of Tenant. Landlord shall give Tenant at least sixty (60) days advance notice of the date Landlord anticipates that the Landlord's Improvements will be substantially complete and ready for the Lessee occupancy (subject to install its leasehold improvements so as to allow the Lessee the fixturing period provided for herein, for any reasons Punch List items correction of which does not attributable to any failure or neglect on the part materially interfere with Tenant's use and enjoyment of the Lessee, the fixturing date shall be postponed until the demised premises are ready for the Lessee to install its leasehold improvements and the commencement date shall be postponed for an equal period of time and the Lessor Premises). Landlord shall not be liable for any loss, damage or injury suffered by the Lessee by reason of any damages arising from delay by the Lessor in delivering the demised premises for fixturing or for occupancy on the commencement date. Notwithstanding the foregoing, the Lessee may if it desires, but only with the Lessor's prior written consent, take putting Tenant in possession of the demised premises Premises provided that: (a) if the Commencement Date is delayed until after February 15, 1999, Tenant shall be entitled to a one (1) day abatement of Fixed Rent and Additional Rent due after the Commencement Date for each day of delay after February 15, 1999; and (b) if the Commencement Date is delayed until after May 1, 1999, Tenant shall have the right to terminate this Lease upon written notice given to Landlord on or portions thereof as they become available for fixturing before May 1, 1999. Tenant shall have access to the Premises approximately thirty (30) days before the estimated date of substantial completion in order to install its fixtures and computer and telephone cabling and otherwise set up its space, provided that Tenant and its installers shall coordinate their activities with and in no manner interfere with the fixturing date work of Landlord's contractors and commencement date subcontractors. Such access shall not be deemed to constitute Tenant's occupancy of the Premises for the purpose of determining the Commencement Date. However, all terms and provisions of this Lease shall apply as and from during such access, except those having to do with the time payment of Fixed Rent or times when Additional Rent. When the Lessee takes possession for those purposes. Rental shall be calculated upon the basis of the monthly rental payments hereinafter provided and they shall be in relation that the premises occupied by the Lessee bears to the entire area of the demised premises. In the event a commencement date for all or a portion of the demised premises actual Commencement Date is other than the first of the monthdetermined, the Lessee parties shall pay enter into a proportionate rental for that portion of memorandum specifying the month until the end of such month. Notwithstanding that possession of the demised premises may occur prior to or after the commencement date, the expiry Commencement Date and expiration date of the initial term shall remain as set forth in the preceding Paragraph 2this Lease.

POSSESSION OF PREMISES. 3. The Lessee If Lessor shall be entitled unable to enter into give possession of the demised premises at Premises on the date of the commencement date of the term because the construction of the Complex or the completion of the Premises has not been sufficiently completed to make the Premises ready for occupancy, or for any other reason, Lessor shall not be subject to any claims, damages or liabilities for the sole purpose of installing and completing at it sole risk, cost and expense its fixtures, improvements and furnishings (hereinafter called "the leasehold improvements") after receipt of notice from the Lessor's architect setting the fixturing failure to give possession on said date. The fixturing date Under said circumstances, the rent reserved and covenant to pay same shall be the first day not commence until possession of the month next following Premises is given or the Premises are ready for occupancy, whichever is earlier, and, subject to the preceding sentence, failure to give possession on the date when the Lessor's architect certifies in writing to the Lessee that the demised premises are substantially completed and ready for installation of commencement of the leasehold improvements. Rental term shall commence to be payable on in no way affect the commencement date notwithstanding that validity of this Lease or the obligations of Lessee has not completed its leasehold improvements or opened for business. Provided Alwayshereunder; provided, however, that if the demised premises are not ready for the Lessee to install its leasehold improvements so as to allow the Lessee the fixturing period provided for herein, for any reasons not attributable to any failure or neglect on the part date of commencement of the Lessee, initial term is delayed beyond the fixturing date shall be postponed until the demised premises are ready for the Lessee to install its leasehold improvements and the commencement date shall be postponed for an equal period of time and the Lessor shall not be liable for any loss, damage or injury suffered by the Lessee by reason of any delay by the Lessor in delivering the demised premises for fixturing or for occupancy on the commencement date. Notwithstanding the foregoing, the Lessee may if it desires, but only with the Lessor's prior written consent, take possession of the demised premises or portions thereof as they become available for fixturing provided that the fixturing date and commencement date shall apply as and from the time or times when the Lessee takes possession for those purposes. Rental shall be calculated upon the basis of the monthly rental payments hereinafter provided and they shall be in relation that the premises occupied by the Lessee bears to the entire area of the demised premises. In the event a commencement date for all or a portion of the demised premises is other than the first of the month, the Lessee shall pay a proportionate rental for that portion of the month until the end of such month. Notwithstanding that possession of the demised premises may occur prior to or after the scheduled commencement date, the expiry expiration date of the initial term shall remain be extended to provide for a full five-year initial term of this Lease. If Lessee is given and accepts possession of the Premises on a date earlier than the date above specified for commencement of the term, the rent reserved herein and all covenants, agreements and obligations herein and the term of this Lease shall commence on the date that possession of the Premises is given to Lessee. The acceptance of possession by Lessee shall be deemed conclusively to establish that the Premises and all other improvements of the Complex required to be constructed by Lessor for use thereof by Lessee hereunder have been completed at such time to Lessee's satisfaction and in conformity with the provisions of this Lease in all respects unless Lessee notifies Lessor in writing within sixty (60) days after commencement of the term as set forth to any items not completed. Lessee waives any claim as to matters not listed in said notice. Lessee acknowledges that neither Lessor nor any agent of Lessor has made any representation or warranty with respect to the preceding Paragraph 2Premises or the Complex or with respect to the suitability or fitness of either for the conduct of Lessee's business or for any other purpose.

POSSESSION OF PREMISES. 3. The Lessee If Lessor shall be entitled unable to enter into give possession of the demised premises at Premises on the commencement date for Commencement Date because the sole purpose of installing and completing at it sole risk, cost and expense its fixtures, improvements and furnishings (hereinafter called "the leasehold improvements") after receipt of notice from the Lessor's architect setting the fixturing date. The fixturing date shall be the first day construction of the month next following Complex or the date when completion of the Lessor's architect certifies in writing Premises has not been sufficiently completed to make the Lessee that the demised premises are substantially completed and Premises ready for installation of the leasehold improvements. Rental shall commence to be payable on the commencement date notwithstanding that the Lessee has not completed its leasehold improvements occupancy, or opened for business. Provided Always, that if the demised premises are not ready for the Lessee to install its leasehold improvements so as to allow the Lessee the fixturing period provided for herein, for any reasons not attributable to any failure or neglect on the part of the Lesseeother reason, the fixturing date shall be postponed until the demised premises are ready for the Lessee to install its leasehold improvements and the commencement date shall be postponed for an equal period of time and the Lessor shall not be liable subject to any claims, damages or liabilities for any lossthe failure to give possession on said date, damage or injury suffered by provided that Lessor shall use commercially reasonable efforts to substantially complete the Lessee by reason Premises as soon as is reasonably possible thereafter. Under said circumstances, the term of any delay by the Lessor in delivering the demised premises for fixturing or for occupancy this Lease shall commence on the commencement date. Notwithstanding the foregoingCommencement Date and Lessee shall be obligated to accept, in writing, the Premises within three (3) days following the date upon which the Premises are ready for occupancy. If Lessee may if it desires, but only with the Lessor's prior written consent, take is given and accepts possession of the demised premises or portions thereof as they become available for fixturing provided that the fixturing Premises on a date and commencement date shall apply as and from the time or times when the Lessee takes possession for those purposes. Rental shall be calculated upon the basis of the monthly rental payments hereinafter provided and they shall be in relation that the premises occupied by the Lessee bears to the entire area of the demised premises. In the event a commencement date for all or a portion of the demised premises is other earlier than the first of the monthCommencement Date, the Lessee rent reserved herein and all covenants, agreements and obligations herein and the term of this Lease shall pay a proportionate rental for that portion of commence on the month until the end of such month. Notwithstanding date that possession of the demised premises may occur prior Premises is given to or after Lessee. The acceptance of possession by Lessee shall be deemed conclusively to establish that the commencement date, the expiry date Premises and all other improvements of the initial Complex required to be constructed by Lessor for use thereof by Lessee hereunder have been completed at such time to Lessee's satisfaction and in conformity with the provisions of this Lease in all respects unless Lessee notifies Lessor in writing within ninety (90) days after commencement of the term shall remain as set forth to any items not completed. Lessee waives any claim as to matters not listed in said notice. Lessee acknowledges that neither Lessor nor any agent of Lessor has made any representation or warranty with respect to the preceding Paragraph 2Premises or the Complex or with respect to the suitability or fitness of either for the conduct of Lessee's business or for any other purpose.

POSSESSION OF PREMISES. 3. The Lessee If Lessor shall be entitled unable to enter into give possession of the demised premises at Premises on the date of the commencement date of the term because the construction of the Complex or the completion of the Premises has not been sufficiently completed to make the Premises ready for occupancy, or for any other reason, Lessor shall not be subject to any claims, damages or liabilities for the sole purpose of installing failure to give possession on said date except as expressly set forth below. Under said circumstances, the rent reserved and completing at it sole risk, cost and expense its fixtures, improvements and furnishings (hereinafter called "the leasehold improvements") after receipt of notice from the Lessor's architect setting the fixturing date. The fixturing date covenant to pay same shall be the first day not commence until possession of the month next following Premises is given or the Premises are ready for occupancy, whichever is earlier. Failure to give possession on the date when the Lessor's architect certifies in writing to the Lessee that the demised premises are substantially completed and ready for installation of commencement of the leasehold improvements. Rental term shall commence to be payable on in no way affect the commencement date notwithstanding that validity of this Lease or the obligations of Lessee has not completed its leasehold improvements or opened for business. Provided Alwayshereunder; provided, however, that if the demised premises are not ready for the Lessee to install its leasehold improvements so as to allow the Lessee the fixturing period provided for herein, for any reasons not attributable to any failure or neglect on the part date of commencement of the Lessee, initial term is delayed beyond the fixturing date shall be postponed until the demised premises are ready for the Lessee to install its leasehold improvements and the commencement date shall be postponed for an equal period of time and the Lessor shall not be liable for any loss, damage or injury suffered by the Lessee by reason of any delay by the Lessor in delivering the demised premises for fixturing or for occupancy on the commencement date. Notwithstanding the foregoing, the Lessee may if it desires, but only with the Lessor's prior written consent, take possession of the demised premises or portions thereof as they become available for fixturing provided that the fixturing date and commencement date shall apply as and from the time or times when the Lessee takes possession for those purposes. Rental shall be calculated upon the basis of the monthly rental payments hereinafter provided and they shall be in relation that the premises occupied by the Lessee bears to the entire area of the demised premises. In the event a commencement date for all or a portion of the demised premises is other than the first of the month, the Lessee shall pay a proportionate rental for that portion of the month until the end of such month. Notwithstanding that possession of the demised premises may occur prior to or after the scheduled commencement date, the expiry expiration date of the initial term shall remain as set forth be extended to provide for a full ten-year initial term of this Lease; and provided further (a) that for every two (2) days' delay in Lessor's delivery of possession (other than for reasons beyond Lessor's control including force majeure) after MARCH 1, 1997 BUT BEFORE APRIL 1, 1997, and (b) that for every one (1) day delay in Lessor's delivery of possession (other than for reasons beyond Lessor's control including force majeure) after APRIL 1, 1997, Lessee shall be entitled to a credit equal to one (1) day of Base Rent, not to exceed ninety (90) total days of credit against Base Rent, to be applied to the preceding Paragraph 2.Base Rent first due hereunder. If for any reason whatsoever Lessor fails to substantially complete the Premises and deliver possession thereof to Lessee by DECEMBER 1, 1997, then at any time thereafter, Lessee may cancel this Lease by giving written notice to Lessor of such cancellation. If Lessee is given and accepts possession of the Premises on a date earlier than the date above specified for commencement of the term, the rent reserved herein and all covenants, agreements and obligations herein and the term of this Lease shall commence on the date that possession of the Premises is given to Lessee. Subject to the express warranty provided in Article XXVIII of Exhibit C, the acceptance of possession by Lessee shall be deemed conclusively to establish that the Premises and all other improvements of the Complex required to be constructed by Lessor for use thereof by Lessee hereunder have been completed at such time to Lessee's satisfaction and in conformity with the plans approved by Lessee for the Tenant Improvements, pursuant to Article XXIII, of Exhibit C, unless Lessee notifies Lessor in writing within sixty (60) days after commencement of the term as

POSSESSION OF PREMISES. 3. The Lessee shall be entitled to enter into possession of the demised premises at for a period of NIL (0) month(s) prior to the commencement date for the sole purpose of installing and completing at it sole risk, cost and expense its fixtures, improvements and furnishings (hereinafter called "the leasehold improvements") after receipt of notice from the Lessor's architect setting the fixturing date. The fixturing date shall be the first day of the month next following the date when the Lessor's architect certifies in writing to the Lessee that the demised premises are substantially completed and ready for installation of the leasehold improvements. Rental shall commence to be payable on the commencement date notwithstanding that the Lessee has not completed its leasehold improvements or opened for business. Provided Always, that if the demised premises are not ready for the Lessee to install its leasehold improvements so as to allow the Lessee the fixturing period provided for herein, for any reasons not attributable to any failure or neglect on the part of the Lessee, the fixturing date shall be postponed until the demised premises are ready for the Lessee to install its leasehold improvements and the commencement date shall be postponed for an equal period of time and the Lessor shall not be liable for any loss, damage or injury suffered by the Lessee by reason of any delay by the Lessor in delivering the demised premises for fixturing or for occupancy on the commencement date. Notwithstanding the foregoing, the Lessee may if it desires, but only with the Lessor's prior written consent, take possession of the demised premises or portions thereof as they become available for fixturing provided that the fixturing date and commencement date shall apply as and from the time or times when the Lessee takes possession for those purposes. Rental shall be calculated upon the basis of the monthly rental payments hereinafter provided and they shall be in relation that the premises occupied by the Lessee bears to the entire area of the demised premises. In the event a commencement date for all or a portion of the demised premises is other than the first of the month, the Lessee shall pay a proportionate rental for that portion of the month until the end of such month. Notwithstanding that possession of the demised premises may occur prior to or after the commencement date, the expiry date of the initial term shall remain as set forth in the preceding Paragraph 2.