Common use of Expansion Options Clause in Contracts

Expansion Options. The Borrower may from time to time elect to increase the Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided, that no Ineligible Institution may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.04. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.04 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received certificates, resolutions and opinions consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.04. Nothing contained in this Section 2.04 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.04, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Expansion Options. The Borrower may from time to time elect to increase the Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided, that no Ineligible Institution may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided a) Provided that (i) each Augmenting Lender, the Lease (as amended by this Agreement) shall be subject to the approval of the Borrower in full force and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and effect; (ii) there shall not then be an existing Event of Default thereunder; and (iii) Tenant shall not have entered into third party subleases with respect to at least three (3) full floors of the Premises (including, without limitation, the Additional Premises) and the Sixth Floor Additional Premises (it being agreed that Tenant shall occupy any portion of the Original Premises in a vertically contiguous block, except that any portion of the Premises on the ground floor of the Building may be occupied on a non-contiguous basis), Tenant shall have the options (each, an “Expansion Option”, and collectively, the “Expansion Options”) to lease the Expansion Space (as hereinafter defined) in accordance with the provisions of this Section 12, provided that the same shall be anticipated to be available for lease by Tenant (the “Anticipated Expansion Date”) on or prior to June 30, 2018 (it being agreed that after such date, any remaining Expansion Space shall become Offer Space under the terms and conditions of the Lease (as amended by this Agreement)). The leasing of the Expansion Space shall be upon all of the terms and conditions contained in the Lease (as amended by this Agreement), except as otherwise expressly provided herein. For the purposes hereof, the term “Expansion Space” shall mean the balance of the rentable area of the sixth (6th) floor of the Building not then leased to Tenant, which the parties agree consists of (x) in that portion of the case sixth (6th) floor of an Increasing Lenderthe Building more particularly shown hatched on the floor plan annexed hereto as Schedule C- 1, which the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 heretoparties conclusively agree, without representation or warranty, contains 6,347 rentable square feet (“Expansion Space A”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.04. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.04 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received certificates, resolutions and opinions consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans sixth (6th) floor of all the Lenders to equal its Applicable Percentage of such outstanding Revolving LoansBuilding more particularly shown hatched on the floor plan annexed hereto as Schedule C-2, and (ii) except in which the case of any Incremental Term Loans, the Borrower parties conclusively agree shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments contain 7,214 rentable square feet (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03“Expansion Space B”). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.04. Nothing contained in this Section 2.04 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.04, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Expansion Options. The Borrower may from Provided that (a) there has been no Event of Default on the part of Tenant which is uncured and continuing, other than any which have been waived by Landlord, and (b) Tenant is as of the date in question and as of the time immediately prior to the time elect that additional space would be added to increase the Commitments Premises pursuant to this Section 2.7 itself (including all entities for which Landlord's consent to assignment or enter into one subleases not requited under Section 6.8) in occupancy of at least [Illegible] of the Premises, but in no event less than the rentable square footage equal to [Illegible] of the Original Premises, then if any or more tranches all of term loans the space located in the Building and not leased by Tenant hereunder (each an “Incremental Term Loan”)the "Expansion Space") should become available for lease, in each case in minimum increments of $5,000,000 Landlord shall so long as, after giving effect thereto, notify Tenant and shall identify the aggregate amount of such increases and all such Incremental Term Loans does not exceed $100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders space available (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided, that no Ineligible Institution may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that "Offered Space") together with the rentable square footage thereof computed using (i) each Augmenting Lenderthe schedule of rentable floor areas of full floors of the Premises, set forth in Exhibit K, if the Offered Space consists of a full floor of the Building, or (ii) that portion of the rentable floor area of the full floor of the Building on which such space is located, as determined using the measurement standard specified in Exhibit K and certified as such by Landlord's architect. Landlord shall be subject notify Tenant of such availability (i) within ten (10) days following the termination of any lease demising a portion of the Expansion Space prior to the approval expiration of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) term thereof, and (ii) not more than one year nor less than three months prior to the expiration of the term (xas extended by any extension options) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than lease demising a portion of the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.04. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.04 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereofExpansion Space. Notwithstanding the foregoing, in no increase event shall any space located on the first or fourth floors of the Building (except for the space on the fourth floor of the Building now occupied by Oculon Corporation) be deemed Offered Space unless the same shall become available for occupancy on or after January 1, 1993. If the Offered Space becomes available for occupancy at any time during the first five (5) Lease Years of the Initial Term, the terms and conditions on which Tenant would lease such Offered Space, if Tenant elects to lease such Offered Space as provided below, would be the same terms and conditions of this, Lease as apply to the Original Premises, including the right to extend the term of this Lease with respect thereto and the right to additional parking spaces in accordance herewith (at the same ratio as applied with respect to the remainder of the Premises), and such Offered Space would become part of the Original Premises for all purposes hereunder as of the date Tenant elects to lease such Offered Space, for the remainder of the Term of this Lease. Tenant may, by giving notice to Landlord within ten (10) business days after the date Landlord's notice of the availability of Offered Space is given to Tenant, elect to lease the Offered Space or any portion thereof, provided that if the Offered Space consists of a full floor plus other space in the Commitments (or in the Commitment Building, Tenant's election to lease less, than all of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, such Offered Space must apply to either (i) the full floor or (ii) only such other space. If Tenant shall elect to so lease the Offered Space, or a portion thereof, as aforesaid, then the Offered Space (or such portions) shall become part of the Premises as of the date of Tenant's notice as provided above or such later date as possession of the space shall be delivered by Landlord. If Tenant shall not elect to lease any portion of the Offered Space, then except as otherwise provided below, Tenant shall have no further rights under this Section 2.7 with respect to such portion of the Offered Space, and Landlord shall thereafter be free to lease any or all of such portion of the Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate, except that, unless good faith negotiations have commenced and are continuing with third parties, Tenant shall continue to have the right to lease the Offered Space (or any portion thereof, as aforesaid) on the proposed date foregoing terms by notice to Landlord, but the foregoing shall not be deemed to limit Tenant's rights under this Section 2.7 with respect to space within the Expansion Space other than the Offered Space. If the Offered Space becomes available for occupancy after the expiration of the effectiveness first five (5) Lease Years of the Initial Term, Landlord shall so notify Tenant and negotiate in good faith with Tenant for fifteen (15) days thereafter for the lease of such increase or Incremental Term Loansspace. If Landlord and Tenant have not concluded a lease prior to the expiration of such fifteen (15) day period, then Landlord shall give Tenant notice (A"Landlord's Offer") the conditions set forth in paragraphs of (a) the location and rentable square footage of the Offered Space, (b) of Section 4.02 shall the anticipated date that such Offered Space will be satisfied or waived by ready for delivery, (c) the Required Lenders minimum and maximum term for which Landlord is willing to lease the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower Offered Space (including any extension options) and (Bd) the Borrower net Annual Fixed Rent which Landlord would accept to lease the Offered Space on an "as is" basis. Tenant shall be in compliance then have the right to, either: (on a pro forma basisi) with accept Landlord's Offer by notice to Landlord given not later than five (5) business days from the covenants contained in Section 6.12 and date Landlord's Offer is given; (ii) make a counteroffer ("Tenant's Counteroffer") to Landlord identifying (x) the Administrative Agent shall have received certificates, resolutions and opinions consistent with those delivered on term not exceeding the Effective Date as to maximum term specified in Landlord's Offer or less than the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase minimum term specified in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds Landlord's Offer that Tenant offers as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use term of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, a lease and (iiy) except in the case of any Incremental Term LoansAnnual Fixed Rent which Tenant would be willing to pay; or (iii) reject Landlord's Offer, the Borrower which Tenant shall be deemed to have repaid and reborrowed all outstanding Revolving Loans done unless Tenant makes a counteroffer to Landlord as of the date of any increase described in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of above within the immediately preceding sentence five (5) business day period therein specified. If Tenant accepts Landlord's Offer, Landlord shall be accompanied by payment of all accrued interest enter into a lease with Tenant for the Offered Space, for the term and for the Annual Fixed Rent specified therein, and otherwise on the amount prepaid and, same basic "lease form" terms as provided in respect this Lease. Tenant's failure to execute such a lease within ten (10) business days of each Eurocurrency Loan, shall be subject to indemnification its being offered by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu Landlord in right of payment conformity with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.04shall be deemed a rejection of Landlord's Offer. Nothing contained in If Tenant makes a Tenant's Counteroffer, Landlord shall have the election described herein below. If Tenant rejects or is deemed to have rejected Landlord's Offer, Landlord may, within the one hundred eighty (180) day period following such rejection, lease the Offered Space or any part thereof on any terms that Landlord elects without having an obligation to Tenant under this Section 2.04 2.7 with respect thereto. Any of such Offered Space which has not been made subject to a lease by Landlord upon the expiration of such one hundred eighty (180) day period shall constitutethen become Offered Space subject again to the terms of this Section 2.7. Upon the making by Tenant of Tenant's Counteroffer, or otherwise Landlord shall then have the right to either: (i) accept Tenant's Counteroffer by notice to Tenant given not later than five (5) business days from the date Tenant's Counteroffer is given; or (ii) reject Tenant's Counteroffer, which Landlord shall be deemed to behave done unless Landlord accepts Tenant's Counteroffer as described in clause (i) above within the five (5) business day period therein described. If Landlord accepts Tenant's Counteroffer, then Landlord shall enter into a lease with Tenant for the Offered Space, for the term and for the Annual Fixed Rent specified therein, and otherwise on the same basic "lease forms" terms as provided in this Lease. Tenant's failure to execute such a lease within ten business (10) days of its being offered by Landlord in conformity with the provisions of this Section shall be deemed a withdrawal of Tenant's Counteroffer and a rejection of Landlord's Offer to which Tenant responded by Tenant's Counteroffer. If Landlord rejects Tenant's Counteroffer, then Landlord may, within one hundred eighty (180) days following such rejection, enter into a Permitted Lease as defined in the paragraph below without further obligation to Tenant under this Section. Landlord may not enter into a lease for the Offered Space, other than a Permitted Lease, without first offering Tenant the Offered Space for a term and for the Annual Fixed Rent being offered to the prospective tenant thereunder by delivery to Tenant of a revised Landlord's Offer and providing Tenant a further period of three (3) days from the date such revised Landlord's Offer is given to accept or reject such terms. For purposes of this Section 2.7, a commitment on "Permitted Lease" is a lease having the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase following qualities: (i) The premises leased thereunder constitute all of the Commitments or Incremental Term Loans pursuant to this Section 2.04, any Augmenting Lender becoming Offered Space set forth in Landlord's Offer; (ii) The lease has a party hereto shall term (1x) execute such documents not less than the minimum term specified in Landlord's Offer and agreements as the Administrative Agent may reasonably request and (y) not more than two (2) years longer than the maximum term specified in Landlord's Offer; and (iii) The Annual Fixed Rent is not lower than the lesser of [Illegible] of the Annual Fixed Rent specified in Landlord's Offer or (y) the Annual Fixed Rent specified in Tenant's Counteroffer. Landlord hereby confirms that, except for an existing tenant of the fifth floor which has expansion rights with respect to other space on the fifth floor, which expansion rights will be terminated upon delivery to Tenant of the portion 'of the Premises consisting of the entire rentable area of the fifth floor, no tenant of the Building other than Tenant has the right in its lease to lease additional space in the case of Building. Landlord covenants and agrees not to grant any Augmenting Lender third parties rights to occupy the Expansion Space which are superior to Tenant's rights under this Section 2.7. Landlord also hereby confirms that is organized under the laws of a jurisdiction outside certain lease with Caymen Systems, Inc. for all of the United States rentable floor area of Americathe third floor of the Building expires on November 30, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” 1993 and anti-money laundering rules and regulations, including without limitation, the Patriot Actdoes not contain an extension option.

Expansion Options. The Borrower may from time to time elect to increase the Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $100,000,00075,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided, that no Ineligible Institution may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.04. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.04 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received certificates, resolutions and opinions consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.04. Nothing contained in this Section 2.04 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.04, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Expansion Options. The Borrower may from time to time elect to increase Provided that there has been no Event of Default which is uncured and continuing on the Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided, that no Ineligible Institution may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval part of the Borrower Tenant and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing LenderTenant is, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.04. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.04 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received certificates, resolutions and opinions consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments exercise of its rights under this Section 2.7, actually occupying a minimum of seventy-five percent (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii75%) of the immediately preceding sentence Premises for its own business purposes, Tenant shall be accompanied by payment of all accrued interest on have the amount prepaid and, in following rights with respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if remaining space in the deemed payment occurs other than on Building not included in the last day of Premises at any given time (hereinafter the related Interest Periods. The Incremental Term Loans “Expansion Space”): (a) From time to time following the mutual execution and delivery of this Lease, upon the request of the Tenant, the Landlord shall rank pari passu inform the Tenant of the progress the Landlord is making regarding the initial leasing of the Expansion Space to third parties. Additionally, the Landlord shall give the Tenant not less than ten (10) business days’ advance written notice prior to making any bona fide formal lease proposal to a prospective third party tenant for any of the Preferred Expansion Space (as defined in right Section 2.7(b)) identified on Exhibit B-3 attached hereto and not less than five (5) business days’ advance written notice prior to making any bona fide formal lease proposal to a prospective third party tenant for all other space in the 45 Xxxxxx Building not part of payment with such Preferred Expansion Space, each such notice being hereinafter referred to as a “Landlord’s Prospect Notice;” provided, however, the Revolving Loans, (b) Landlord shall not mature earlier than offer any space on the Maturity Date balance of the fourth floor of the 45 Xxxxxx Building not included in the Original Premises or the third floor of the 45 Xxxxxx Building (such space being hereinafter referred to as the “Early Expansion Space”) to potential third party tenants until after November 1, 1997. Unless and until the Landlord, after expiration of the five (5) or ten (10) day advance notice period, as applicable, has entered into either a letter of intent (but may have amortization prior only if such letter of intent is formalized thereafter as a binding lease between the Landlord and the other party to such dateletter of intent) or a lease with a third party for any of the Expansion Space (“Third Party Commitment”), but subject to the Landlord’s right thereafter to enter into a Third Party Commitment during the Prospect Negotiation Period specified below in this Section 2.7(a), following the mutual execution and delivery of this Lease the Tenant may, by written notice to Landlord (cthe “Initial Expansion Election Notice”), elect to lease all or any portion (provided the configuration which the Tenant desires is reasonably acceptable to the Landlord) shall of the Expansion Space that has not earlier been made subject of a Third Party Lease pursuant to this Section 2.7(a). Tenant’s election to lease any Expansion Space that falls within the scope of a Landlord’s Prospect Notice must, in order to qualify as a validly exercised election, be treated substantially an election to lease all of the same as (and square footage specified in such Landlord’s Prospect Notice. With respect to any event no more favorably than) Expansion Space that is incorporated into the Revolving Loans; provided that (i) Premises under this Section 2.7(a), the terms and conditions applicable to such Expansion Space shall be the same terms and conditions set forth in this Lease except for the Tenant Allowance and Annual Fixed Rent payable with respect thereto, which shall instead be, respectively: (i) $25.00 per square foot for the Tenant Allowance and the Expansion Fair Rental Value of such Expansion Space, determined in accordance with Section 2.7(f) below for the Annual Fixed Rent, with respect to all space not part of the Early Expansion Space or any tranche portion of Incremental Term Loans maturing the Early Expansion Space for which the Landlord has not received from the Tenant an Initial Expansion Election Notice on or before November 1, 1997; or (ii) $50.00 per square foot for the Tenant Allowance and $30.00 per rentable square foot for Lease Years one (1) through five (5) and $33.00 per rentable square foot for Lease Years six (6) through fifteen (15) for the Annual Fixed Rent, with respect to any portion of the Early Expansion Space for which the Landlord has received from the Tenant an Initial Expansion Election Notice on or before November 1, 1997. However, if all or any part of the Expansion Space specified in the Initial Expansion Election Notice given by the Tenant includes space specified in a Landlord’s Prospect Notice with respect to which the Tenant did not timely elect to lease, then any Initial Expansion Election Notice shall be subject to the Landlord reaching a Third Party Commitment for such space with the party (or any affiliate thereof) to whom reference is made in Landlord’s Prospect Notice until the date which is sixty (60) days after the Maturity Date may provide for material additional expiration of the Tenant’s five (5) or different financial or other covenants or prepayment requirements applicable only during periods ten (10) day advance notice period, as applicable, (such period being hereinafter referred to as the “Prospect Negotiation Period”). If the Tenant elects to lease any Expansion Space under this Section 2.7(a), the Tenant shall begin to pay Annual Fixed Rent and Additional Rent allocable to such Expansion Space on the later to occur of: (i) the date which is one hundred twenty (120) days after the Maturity Date and Landlord receives the Tenant’s Initial Expansion Election Notice, or (ii) the Incremental Term Loans Rent Commencement Date. At any time prior to the Landlord receiving from the Tenant an Initial Expansion Election Notice as hereinbefore provided, but always after the five (5) or ten (10) day advance notice period, as applicable, the Landlord may be priced differently than lease (the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan AmendmentInitial Third Party Lease”) all or any part of this Agreement andsuch Expansion Space to one or more third parties (the “Initial Third Party Tenants”) without notice to or approval from the Tenant, as appropriateprovided, however, that any request for information made by the Tenant for information regarding the progress the Landlord is making in the initial leasing of the Expansion Space to third parties shall specify the expiration date of the term of each such Initial Third Party Lease and the part of such Expansion Space which is subject to each such Initial Third Party Lease. In the event the Landlord enters into any Initial Third Party Lease(s), the other Loan Documents, executed by remainder of the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and Expansion Space not so leased to Initial Third Party Tenants shall remain subject to the Administrative Agent. Tenant’s rights under this Section 2.7(a). (b) The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriateLandlord agrees that, in the reasonable opinion Landlord’s negotiation of any Initial Third Party Lease, or any subsequent third party lease (collectively a “Third Party Lease”), which relates to approximately 25,000 rentable square feet of the Administrative AgentExpansion Space located on the first and fourth floors of the 45 Xxxxxx Building and identified on the plan attached hereto as Exhibit B-3 (such space being hereinafter referred to as the “Preferred Expansion Space”), the Landlord shall not permit the expiration date thereof to effect extend beyond the provisions last day of the seventh Lease Year of this Section 2.04. Nothing contained in Lease. (c) From time to time during the Term of this Section 2.04 shall constituteLease, or otherwise be deemed to be, a commitment on upon the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase request of the Commitments or Incremental Term Loans pursuant to this Section 2.04Tenant, any Augmenting Lender becoming a party hereto the Landlord shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulationsTenant a list of all Third Party Leases, including the location of the spaces so leased and the date of expiration of each such Third Party Lease. The Tenant shall have the right of first opportunity to lease the Expansion Space (including, without limitation, the Patriot ActPreferred Expansion Space) which is subject to a Third Party Lease effective upon the earlier of the expiration or earlier termination of the term of such Third Party Lease. With respect to the Preferred Expansion Space only, should any such space become available after the last day of the fourth Lease Year of this Lease, and Tenant fails to timely exercise its right to incorporate such space into the Premises under this Section 2.7(c), then the Tenant shall be deemed to have waived its option to incorporate such space into the Premises under Section 2.7(d). The Tenant shall exercise its right to incorporate into the Premises any Expansion Space which has been earlier made subject to a Third Party Lease under this Section 2.7(c) as follows: the Tenant shall give the Landlord written notice of its desire to lease such Expansion Space not less than twelve (12) months prior to the date of expiration of the term of the Third Party Lease. Not later than ten (10) business days following such notice from the Tenant, or in the event the Third Party Lease is being terminated prior to the expiration of its term, the Landlord shall promptly give written notice to the Tenant (the “Expansion Opportunity Notice”) describing such Expansion Space, the date of its expected availability and the Landlord’s proposal for the Expansion Fair Rental Value therefor. The Tenant shall, by giving written notice to Landlord within ten (10) business days after receipt of the Expansion Opportunity Notice, either (i) elect by written notice (“Vacancy Expansion Election Notice”) to lease such Expansion Space under this Section 2.7(c), or (ii) waive its right to lease such Expansion Space under this Section 2.7(c) until the expiration or earlier termination of the next Third Party Lease executed with respect thereto, whereupon the Tenant’s rights under this Section 2.7(c) shall again apply. If the Tenant does not timely elect to exercise its right to lease such Expansion Space under this Section 2.7(c), by timely giving the Landlord a Vacancy Expansion Election Notice, then the Tenant will be deemed to have waived its rights to lease such Expansion Space under this Section 2.7(c) and the Landlord may lease such Expansion Space without restrictions of any kind; provided, however, that the Tenant shall at all times during the Term of this Lease have the right of first opportunity to lease such Expansion Space under this Section 2.7(c) effective upon the earlier of the date of expiration or earlier termination of the term of the next and any future Third Party Lease for such Expansion Space as provided hereunder. If the Tenant timely elects to lease any Expansion Space under this Section 2.7(c), such Expansion Space shall be included as part of the Premises for purposes of this Lease effective as of the date upon which the Third Party Lease expires, is earlier terminated, or such later date as the Landlord is able to deliver the space for the Tenant’s occupancy, and the terms and conditions applicable to such Expansion Space shall be the same terms and conditions set forth in this Lease except for the condition of the space, the Tenant Allowance and the Annual Fixed Rent payable with respect thereto. Instead, the Expansion Space shall be delivered by the Landlord in a then “as is” condition, there shall be no Tenant Allowance and the Annual Fixed Rent with respect thereto shall be the Expansion Fair Rental Value therefor as determined in accordance with Section 2.7(f) below. (d) Unless and to the extent the Tenant has earlier incorporated the same into the Premises or waived its option to incorporate the same into the Premises under Section 2.7(d) pursuant to the terms and conditions of Section 2.7(c), the Tenant shall have the option to incorporate into the Premises the Preferred Expansion Space as follows: the Landlord shall give the Tenant written notice at least twelve (12) months prior to the availability of the Preferred Expansion Space (the “Preferred Expansion Space Notice”) setting forth the date of its expected availability and the Landlord’s proposal for the Expansion Fair Rental Value therefor. The Landlord agrees that the aforesaid date of expected availability shall not occur earlier than the first day of the fifth (5th) Lease Year nor later than the first day of the eighth (8th)

Expansion Options. The Borrower may from time 45.1. Subject to time elect to increase the Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided, that no Ineligible Institution may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.04. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.04 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs this Article, Tenant shall have the ongoing right, but not the obligation, to expand the Premises pursuant to one or more expansions (each, a “Third Floor Expansion Option”) to include all or any portion (but in no event less than ten thousand (10,000) square feet of Rentable Area, unless at least ten thousand (10,000) square feet of Rentable Area are not available for lease, with respect to any Third Floor Expansion Option) of the Rentable Area on the third (3rd) floor of the Building (all such Rentable Area on the third (3rd) floor of the Building is referred to herein as the “Third Floor Expansion Space”) according to the same terms and conditions of this Lease as the original Premises (including the rate for Base Rent and the term, with the term being coterminous with the Term), as further described in Section 45.3. 45.2. In the event that, prior to the Term Commencement Date, (a) Tenant exercises one or more Third Floor Expansion Options and (b) of Section 4.02 shall be satisfied or waived corresponding Amendments for such Third Floor Expansion Space are executed by the Required Lenders parties, then, subject to the conditions set forth in this Article (and provided that the Second Floor Expansion Space (as defined below) is available for lease), Tenant shall have the right (but not the obligation) to expand the Premises (a “Second Floor Expansion Option”) to include a portion of Rentable Area on the second (2nd) floor of the Building, with such portion (the “Second Floor Expansion Space”) derived by calculating a fraction, the numerator of which is the Rentable Area of such Third Floor Expansion Space leased by Tenant, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer denominator of which is the total Rentable Area of the Borrower third floor of the Building. Tenant shall lease any Second Floor Expansion Space on the same terms and conditions of this Lease as the original Premises (B) including the Borrower shall be in compliance (on a pro forma basis) rate for Base Rent and the term, with the covenants contained term being coterminous with the Term), as further described in Section 6.12 and 45.3. In no event shall any Second Floor Expansion Option include less than ten thousand (ii10,000) the Administrative Agent shall have received certificatessquare feet of Rentable Area, resolutions and opinions consistent with those delivered unless at least ten thousand (10,000) square feet of Rentable Area are not available for lease on the Effective Date second (2nd) floor of the Building. A Third Floor Expansion Option coupled with a Second Floor Expansion Option is referred to herein as an “Expansion Option.” All available Third Floor Expansion Space and Second Floor Expansion Space are collectively referred to herein as “Expansion Space.” Notwithstanding anything to the corporate power and authority of the Borrower contrary in this Article, Tenant shall not be entitled to borrow hereunder after giving effect to such increase. On the effective date of any increase a Second Floor Expansion Option in the Commitments or first ninety (90) days after the Execution Date with respect to any Incremental Term Loans being madeRentable Area subject to negotiations with the entity set forth in the Side Letter. 45.3. Tenant may exercise an Expansion Option by providing Landlord with at least nine (9) months’ prior written notice that Tenant has elected to exercise an Expansion Option, and in such notice must indicate the amount of Rentable Area Tenant desires to lease with such Expansion Option. Within ten (i10) each relevant Increasing Lender days after exercising an Expansion Option, Tenant and Augmenting Lender Landlord shall make available enter into a written amendment to the Administrative Agent such amounts Lease (the “Amendment”), which Amendment shall provide, unless otherwise agreed in immediately available funds as the Administrative Agent shall determinewriting, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right the commencement date of payment with the Revolving Loansassociated Expansion Space, (b) that the Premises under this Lease shall not mature earlier than be increased to include the Maturity Date square feet of Rentable Area of the associated Expansion Space, (but may have amortization prior c) the Base Rent (being the then-current rate set forth in Section 2.3), (d) Tenant’s new Pro Rata Share of Operating Expenses based upon the addition of the associated Expansion Space to such datethe Premises, (e) the proportionate increase to the Security Deposit (which increase shall be payable to Landlord upon execution of the Amendment) and (cf) the tenant improvement scope of work, which shall, at Landlord’s sole cost, include finishes no lesser in quality to those existing in the Premises as of the Term Commencement Date. In all other respects, this Lease shall remain in full force and effect, and shall (except with regard to the free rent period at the commencement of the initial Term) apply to any Expansion Space. 45.4. Notwithstanding anything in this Article to the contrary, Tenant shall not exercise an Expansion Option during such period of time that Tenant is in monetary default or any other Default under any provision of this Lease. Any attempted exercise of an Expansion Option during a period of time in which Tenant is so in default shall be treated substantially void and of no effect. 45.5. Notwithstanding anything in this Lease to the same as contrary, Tenant’s right to any Expansion Option shall expire on the date that is thirty-six (and 36) months following the Term Commencement Date (therefore, for purposes of clarity, any notice to exercise an Expansion Option must be received by Landlord no later than the date that is twenty-seven (27) months following the Term Commencement Date). 45.6. Tenant may also request in its discretion during the Term to expand the Premises into all or any event no more favorably thanportion of (a) the Revolving Loans; provided that third (i3rd) floor of the terms and conditions applicable to Building (or any tranche of Incremental Term Loans maturing Second Floor Expansion Space, if applicable) after the Maturity date that is thirty-six (36) months following the Term Commencement Date may provide if such space is not leased to Tenant or any other entity and is otherwise available for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date lease and (iib) any other portion of the Incremental Term Loans may be priced differently than Building not leased by Tenant or any other entity and otherwise available for lease (the Revolving Loans. Incremental Term Loans may be made hereunder pursuant “Additional Expansion Space”) by delivering to an amendment or restatement Landlord a written expansion request (an “Incremental Term Loan AmendmentAdditional Expansion Request”) describing the portion of the Additional Expansion Space into which Tenant seeks to expand. Following receipt of an Additional Expansion Request, and provided that Landlord desires to pursue such Additional Expansion Request, Landlord and Tenant shall use reasonable efforts for a period of forty-five (45) days to mutually agree upon the terms for the requested Additional Expansion Space. If the parties agree upon such terms during such forty-five (45) day period, then Landlord and Tenant shall enter into an amendment adding the requested Additional Expansion Space to this Agreement andLease. For purposes of clarity, as appropriateLandlord shall be under no obligation to negotiate with Tenant for, or lease to Tenant, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.04. Nothing contained in this Section 2.04 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.04, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActAdditional Expansion Space.

Expansion Options. The Borrower may from time Subject to time elect to increase the Commitments or enter into one or more tranches of term loans terms and conditions set forth in this Amendment, Tenant shall have two (2) options (collectively, the “Expansion Options” and each an “Incremental Term LoanExpansion Option”) to lease the additional space (“Expansion Space A” or “Expansion Space B,” collectively, the “Additional Space”) as follows: (a) In the event that Tenant notifies Landlord in writing, that it desires to lease the remaining portion of vacant space on the third (3rd) floor of the Building which is contiguous to the Premises as shown on the floor plan attached hereto and incorporated herein as Schedule 1 and/or up to approximately eight thousand (8,000) to eight thousand four hundred (8,400) contiguous rentable square feet on the first (1st) floor of the Building (the “Expansion Space A”), Landlord and Tenant agree that Tenant shall have the right (the “Expansion Option A”) to lease all or a portion of Expansion Space A on the terms and conditions set forth herein. To exercise the Expansion Option A, Tenant shall notify Landlord in each case in minimum increments of $5,000,000 so long as, after giving effect thereto, writing (“Tenant’s Expansion Notice A”) on or before ninety (90) days prior to the aggregate amount projected commencement date of such increases and all such Incremental Term Loans does not exceed $100,000,000expansion (but in no event later than April 1, 2012). The Borrower may arrange terms and conditions for any such increase or tranche to Expansion Space A shall be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided, that no Ineligible Institution may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend Commitments, the same as the case may be; provided terms of this Amendment, including the Work Letter, with respect to Expansion Space – Suite 300 with the exception that (i) each Augmenting Lender, any Construction Allowance and rental abatement shall be prorated based upon the numerator being the remaining number of months in the First Renewal Term and the denominator being the total number of months in the First Renewal Term and (ii) Landlord will allow Tenant to have a minimum of ninety (90) days to complete its tenant improvements on Expansion Space A. The Expansion Space A shall be added to and become part of the Premises for all purposes of the Lease and shall be subject to the approval all of the Borrower terms and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) conditions contained in the case of an Increasing LenderLease, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.04. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.04 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received certificates, resolutions and opinions consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan this Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.04. Nothing contained in this Section 2.04 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.04, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Expansion Options. The Borrower may from time A. Tenant shall have the following options to time elect be exercised by an Election Notice as hereinafter provided, to increase include in the Commitments or enter into one or more tranches Premises under the Lease for the balance of term loans the Term (each an “Incremental Term Loan”as extended by the Extended Term), the following spaces in each case in minimum increments of $5,000,000 so long as, after giving effect theretothe Building (collectively, the aggregate amount "Option Space") upon and subject to the terms and conditions of such increases and all such Incremental Term Loans does not exceed $100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided, that no Ineligible Institution may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that this Article: (i) each Augmenting LenderTenant shall have the option (the "Suite 500 Option") to lease from Landlord those certain premises located on the fifth (5th) floor of the Building containing 10,131 rentable square feet of space more particularly described on Exhibit B attached hereto ("Suite 500") on the terms hereinafter set forth by delivering to Landlord an Election Notice with respect thereto at any time on or prior to June 30, shall be 2006, time being of the essence, subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and Section 15C below. (ii) Tenant shall have the option (xthe "Suite 502 Option") in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.04. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.04 shall become effective lease from Landlord those certain premises located on the date agreed by fifth (5th) floor of the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments Building containing 11,873 rentable square feet of space more particularly described on Exhibit C attached hereto (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i"Suite 502") on the proposed date terms hereinafter set forth by delivering to Landlord an Election Notice with respect thereto at any time on or prior to May 31, 2009, time being of the effectiveness essence, subject to Section 15C below. (iii) Tenant shall have the option (the "Suite 602 Option") to lease from Landlord those certain premises located on the sixth (6th) floor of the Building containing 4,592 rentable square feet of space more particularly described on Exhibit D attached hereto ("Suite 602") on the terms hereinafter set forth by delivering to Landlord an Election Notice with respect thereto at any time on or prior to February 1, 2006, time being of the essence, subject to Section 15C below. (iv) Tenant shall have the option (the "Suite 604 Option") to lease from Landlord those certain premises located on the sixth (6th) floor of the Building containing 6,056 rentable square feet of space more particularly described on Exhibit E attached hereto ("Suite 604") on the terms hereinafter set forth by delivering to Landlord an Election Notice with respect thereto at any time on or prior to October 31, 2006, time being of the essence, subject to Section 15C below. (v) Tenant shall have the option (the "Suite 600 Option") to lease from Landlord those certain premises located on the sixth (6th) floor of the Building containing 5,389 rentable square feet of space more particularly described on Exhibit F attached hereto ("Suite 600") on the terms hereinafter set forth by delivering to Landlord an Election Notice with respect thereto at any time on or prior to June 30, 2011, time being of the essence, subject to Section 15C below. (vi) Tenant shall have the option (the "Suite 603 Option") to lease from Landlord those certain premises located on the sixth (6th) floor of the Building containing 3,623 rentable square feet of space more particularly described on Exhibit G attached hereto ("Suite 603") on the terms hereinafter set forth by delivering to Landlord an Election Notice with respect thereto at any time on or prior to July 31, 2008, time being of the essence, subject to Section 15C below. (vii) Tenant acknowledges that those certain premises located on the sixth (6th) floor of the Building containing 12,250 rentable square feet of space more particularly described on Exhibit H attached hereto ("Suite 605") currently are vacant. Following the leasing by Landlord of Suite 605 to a third party and Suite 605 again becoming available for lease if such third party or the then tenant under such lease (the "Third Party Lease") elects not to extend its lease, whether pursuant to the Third Party Lease or otherwise, Tenant shall have the option (the "Suite 605 Option") to lease Suite 605 from Landlord on the terms hereinafter set forth by delivering to Landlord an Election Notice with respect thereto. The Suite 605 Option shall be exercised by Tenant within ninety (90) days, time being of the essence, of delivery of Landlord's notice that Suite 605 is available for leasing and the estimated delivery date for Suite 605. Each Election Notice delivered by Tenant must designate the Option Space that Tenant is electing to lease by the delivery of such increase or Incremental Term Loans, (A) Election Notice. Tenant's delivery of an Election Notice shall be irrevocable. Landlord and Tenant hereby acknowledge and agree that the conditions rentable square footages with respect to each of the Option Spaces as set forth in paragraphs Section 15(i)-(vii) above (a) are not subject to change after the date hereof, and (b) of Section 4.02 shall be satisfied or waived by used to calculate the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer annual Fixed Rent of the Borrower applicable Option Space by Landlord upon its receipt of Tenant's Election Notice with respect to such Option Space. B. Tenant and Landlord hereby acknowledge that the estimated delivery dates (B) the Borrower shall be in compliance (on a pro forma basis"Estimated Delivery Dates") with respect to each Option Space are set forth below (assuming that Tenant were to timely deliver an Election Notice with respect thereto): Space Estimated Delivery Date ---------- ----------------------------------- Suite 500 January 1, 2008 Suite 502 December 1, 2010 Suite 602 February 1, 2007 Suite 604 May 1, 2008 Suite 600 January 1, 2013 Space Estimated Delivery Date ---------- ----------------------------------- Suite 603 February 1, 2010 Suite 605 Day following the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received certificates, resolutions and opinions consistent with those delivered on the Effective Date as to the corporate power and authority expiration of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other LendersThird Party Lease, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall lease may be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower extended whether pursuant to the provisions Third Party Lease or otherwise. C. If Landlord terminates (or reasonably expects to terminate, whether by voluntary agreement or otherwise) a lease with respect to an Option Space on account of Section 2.16 a default by the tenant thereunder (or if Landlord reasonably expects a default by the deemed payment occurs other than on tenant to occur in the last day future), Landlord may elect in its sole discretion to accelerate the Estimated Delivery Dates with respect to any Option Space (whether or not Tenant previously shall have delivered an Election Notice to lease such particular Option Space). If Landlord elects to accelerate any such Estimated Delivery Date, Landlord shall deliver notice to Tenant with respect thereto, which notice shall set forth the new Estimated Delivery Date, and if Tenant shall not previously have delivered an Election Notice to lease such particular Option Space, Tenant shall have ninety (90) days from the delivery of such notice to deliver an Election Notice to Landlord with respect to such Option Space, time being of the related Interest Periodsessence. The Incremental Term Loans (a) If Tenant timely delivers an Election Notice with respect thereto, Tenant shall rank pari passu in right lease such Option Space on all of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions contained in this Article, except that possession of such Option Space shall be delivered to Tenant as soon as such space is vacant and available for delivery to Tenant (but no sooner than thirty (30) days after Tenant's delivery of the Election Notice). If Landlord shall so accelerate an Estimated Delivery Date for any Option Space and if Tenant previously shall have delivered an Election Notice to lease such Option Space, then upon Landlord's delivery of notice of such new Estimated Delivery Date, such accelerated date automatically shall be the Estimated Delivery Date, provided that such accelerated date may not be earlier than thirty (30) days after Landlord's delivery of notice of such new Estimated Delivery Date. If any date is accelerated pursuant to the foregoing, all other provisions of this Article will otherwise be fully applicable with respect to any tranche of Incremental Term Loans maturing after such Option Space. D. In the Maturity Date may provide for material additional event Tenant shall not elect to exercise the option provided in this Article 15 with respect to any such Option Space, Tenant shall have no further rights under this Article with respect to such Option Space, and Landlord shall be free to lease such Option Space to any other party or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity parties, except that if Landlord shall have exercised its right to accelerate an Estimated Delivery Date and Tenant does not deliver an Election Notice, then Tenant shall have the option (ii"Second Option") to lease such Option Space when it becomes "available for leasing"; it being understood that that an Option Space will not be "available for leasing" if the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder tenant of such Option Space elects to extend its lease, whether or not pursuant to an amendment the terms of its lease. Tenant shall have the right to exercise the Second Option with respect to such Option Space, provided Tenant exercises such Second Option within ninety (90) days, time being of the essence, of delivery of Landlord's notice that such Option Space is available for leasing and the new Estimated Delivery Date. If Tenant does not exercise its Second Option pursuant to the preceding sentence with respect to any such Option Space, Tenant shall have no further rights under this Article with respect to such Option Space and Landlord shall be free to lease such Option Space to any other party or restatement parties. E. The terms and conditions upon which any Option Space shall be leased by Tenant shall be as follows: (an “Incremental Term Loan Amendment”i) Such Option Space shall be added to and form a part of this Agreement and, the Premises with the same force and effect as appropriate, if originally demised under the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if anyLease, and the Administrative Agentterms "Premises," "Demised Premises," "premises," or "demised premises" as used in the Lease shall include such Option Space. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion term of the Administrative Agent, Lease with respect to effect the provisions of this Section 2.04. Nothing contained in this Section 2.04 such Option Space shall constitute, or otherwise be deemed to be, a commitment commence on the part of any Lender date (the "Option Space Commencement Date") on which the Delivery Conditions (as defined below) with respect to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.04, any Augmenting Lender becoming a party hereto shall (1) execute such documents Option Space are satisfied and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.possession of

Expansion Options. The Borrower may from time Tenant shall have expansion rights as to time elect to increase the Commitments or enter into one or more tranches of term loans (each an spaces described below. Option Spaces “Incremental Term Loan1”), in each case in minimum increments of $5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases “2” and all such Incremental Term Loans does not exceed $100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided, that no Ineligible Institution may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, 3” below shall be subject to the Landlord’s and Tenant’s final approval of exact location of such Option Space based upon the Borrower Tenant’s final determination of the exact location and size of the Leased Premises, which, as set forth herein, shall be determined no later than March 1, 2013, it being intended by both parties that Option Space 1 shall be a full floor and shall be contiguous to the Leased Premises and that Option Space 2 shall be a full floor and shall be contiguous to the Leased Premises or to Option Space 1. For example only, if the initial Leased Premises includes premises on the 5th floor, then Option Space 1 and Option Space 2 will be substantially as depicted on Schedule “G-1” hereto, but if the initial Leased Premises do not include premises on the 5th floor, then Option Space 1 and Option Space 2 will be on the 5th and 4th floors, respectively. The determination of the location of Option Spaces shall be memorialized in writing by the parties on or before March 15, 2013 following Tenant’s election as to the size of the initial Leased Premises. If leased by Tenant within the required time periods, Option Space 1 and Option Space 2 shall be leased on the same terms and conditions of the initial Lease, with the Allowance, Abatement and any other rental concessions prorated for the remaining Term, all as set forth below, and the Administrative Agent (Term for such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loanspace(s) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.04. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.04 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) co-terminus with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received certificatesinitial Term. If leased by Tenant, resolutions and opinions consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall Option Space 3 will be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, leased in accordance with the requirements of Section 2.03)terms below. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same Tenant’s expansion options are as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.04. Nothing contained in this Section 2.04 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.04, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.follows: