Common use of Extension of Term Clause in Contracts

Extension of Term. This Mortgage may be renewed or extended by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments to the Mortgagee after expiration of the original term of this Mortgage or any subsequent term agreed to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed the term of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the Mortgagor.

Extension of Term. This Mortgage (a) Tenant shall have the option (the "Renewal Option") to extend the Term for three (3) successive periods of five (5) years each (individually, a "Renewal Term" and collectively, the "Renewal Terms"), the first of which shall commence on the date immediately succeeding the Expiration Date and on the fifth (5th) anniversary of the Expiration Date; provided, however, Tenant shall not have the right to exercise a Renewal option (at Landlord's sole option) if this Lease shall have been previously terminated or if Tenant shall be in default beyond any applicable grace, notice and cure period in its monetary obligations hereunder on the Exercise Date (hereinafter defined) or on the Expiration Date or the last day of the existing Renewal Term, as the case may be. Each such Renewal Option may be renewed or extended by an agreement in writing at maturity for any term exercised with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments respect to the Mortgagee after expiration of the original term of this Mortgage or any subsequent term agreed to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed the term of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged entire Leased Premises prior to all claims thereon subsequent to this Mortgageonly, and shall be payable on demandexercisable by Tenant delivering written notice (the "Renewal Notice") to Landlord of Tenant's election to exercise each Renewal Option at least twelve (12) months prior to the Expiration Date and thereafter, for each successive Renewal Term at least twelve (12) months prior to the expiration of the existing Renewal Term (each such date being referred to herein as the "Exercise Date"). Nothing Time shall be of the essence as to Tenant's obligation to deliver a Renewal Notice by the applicable Exercise Date. (b) If Tenant exercises a Renewal Option, each Renewal Term shall be upon the same terms, covenants and conditions as those contained in this paragraph Lease, except that (i) there shall confer be one (1) less Renewal option remaining to be exercised, (ii) the Annual Rental (to be payable pursuant to Section 4.01 hereof) for each Renewal Term shall be deemed to mean the Annual Rental determined pursuant to Section 2.02 (c) below, and (iii) the term "Base Year" (as such term is utilized in Section 4.02 hereof) shall mean, in respect of a given Renewal Term, the twelve (12) month period immediately following the commencement date of such Renewal Term. (c) The Annual Rental for each Renewal Term shall be as follows: (i) The Annual Rental for the Leased Premises, for each year of such Renewal Term, shall be equal to the annual fair market rental value of the Leased Premises for a term equal to the applicable Renewal Term (the "Fair Market Rent") as of the commencement date of such Renewal Term. The Fair Market Rent shall equal the rental value determined as if the Leased Premises were available in the then current rental market for comparable, proximately located buildings in Westchester County and assuming that Landlord has had a reasonable time to locate a tenant who rents with the knowledge of the uses to which the Leased Premises can be adapted, and that neither Landlord nor the prospective tenant is under any right compulsion to rent. In determining the Fair Market Rent, tenant rent abatements and fifty (50%) percent of renewal or extension upon the Mortgagorcost of any additional workletter expenditures Landlord would be required to make to prepare the Leased Premises for a new tenant (taking into account any reductions in such expenditures which would reasonably accrue to Landlord's benefit by reason of being able to utilize the leasehold improvements installed in the Leased Premises at such time) shall be taken into consideration if prevailing market conditions would require the Landlord to grant such a rent abatement and/or workletter to a new tenant. The fact that Landlord would be required to pay a brokerage commission in connection with a new lease shall not be taken into consideration to reduce the Fair Market Rent. Additionally, the fact that Tenant shall receive a now "Base Year" for purposes of determining escalations pursuant to Section 4.02 hereof (viz., the twelve (12) month period immediately following the commencement date of the applicable Renewal Term) shall be taken into consideration. (ii) For purposes of determining the Fair Market Rent, the following procedures shall apply:

Extension of Term. This Mortgage may be renewed or extended by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If Upon the Mortgagor makes any payments to the Mortgagee after expiration of the original first extension of term, if immediately prior thereto this Lease shall be in full force and effect and no uncured event of default shall have occurred, then subject to the provisions of this section, the Tenant shall have and is hereby given the option to renew and extend this Lease for an additional term of this Mortgage or any subsequent five (5) years to commence on September 1, 2012 and to terminate on August 31, 2017. The extension of term agreed shall be upon the same terms, covenants and conditions as those herein contained insofar and applicable to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee such extension of term (including all provisions as to the terms items of payment of additional rent) except as to the balance amount of fixed rental. The said extension of term be exercised by Tenant in the following manner: (a) Not later than six (6) months prior to the end of the money then repaidfirst extension of term, any such payment the Tenant shall not be deemed notify Landlord in writing that the Tenant desires to have renewed extend said Lease by exercising this option. (b) In the event the Tenant exercises its option to extend the term of this Mortgage for Lease as hereinabove set forth, the unexpired term fixed rental as set forth in sub-paragraph (e) of years based on the remaining amortization paragraph 1 of this MortgageLease, during such extension of term shall be the higher of the fixed annual rental payable during the last 12 months of the first extension of term, or such higher rent as determined as follows: The Landlord and the Tenant shall each select an appraiser, such appraiser shall be a licensed real estate broker, specializing in the renting of office and/or industrial premises in northern New Jersey and each such appraiser shall be a member of the Society of Industrial and Office Realtors. Such appraisers shall be engaged to determine the fair market rental on a net basis in accordance with the terms of this Lease of the Demised Premises. The Mortgagor shall pay nomination must be in writing and must be given by each party to the Mortgagee other no later than sixty (60) days prior to the amount termination date of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extensionLease. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts two appraisers shall agree in writing upon a fair market rental then that value shall be added binding upon the parties, but if they are unable to agree within thirty (30) days after their appointment, they shall then appoint a third appraiser, with their credentials and the opinion of the majority as to the Principal Amount and fair market rental shall bear interest at be controlling. If the Mortgage Interest Rate and shalltwo appraisers do not agree or otherwise fail to appoint a third appraiser within thirty (30) days, with such interestthen the third appraiser shall be appointed on application of either party by the Essex County Assignment Judge of the Superior Court of New Jersey. If, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgagethe appointment of a third appraiser, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the Mortgagor.first two appraisers do not agree, but the

Extension of Term. This Mortgage 3.2.1 Subtenant named herein (and not any assignee of Subtenant’s interest under this Sublease other than an assignee under common control with Subtenant) shall have the option (the “Renewal Option”) (which is not assignable to any permitted assignee of this Sublease other than an assignee under common control with Subtenant) to extend the Sublease Term for an additional period equal to the Renewal Term described in Article 1. The Renewal Option may be renewed exercised with respect to the entire Premises only and shall be exercisable by Subtenant as follows: By a date not later than ten (10) months prior to the last day of the Initial Term, TIME BEING OF THE ESSENCE, Subtenant shall request, in writing, that Sublandlord notify Subtenant of (a) Sublandlord’s intention to re-occupy or extended by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancersnot re-occupy the Premises, and it (b) the length of the Renewal Term, if any. Upon receipt of such request, Sublandlord shall notify Subtenant not be necessary later than the date which is nine (9) calendar months prior to register any such agreement in order the last day of the Initial Term (“Sublandlord’s Notice Date”) of its intention to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgagere-occupy or not re-occupy the Premises and of the length of the Renewal Term, if any. If Sublandlord notifies Subtenant that it does not intend to re-occupy the Mortgagor makes any payments Premises, Subtenant shall have the right to exercise the Renewal Option by delivering the renewal notice to Sublandlord with respect to the Mortgagee Renewal Term not later than the date which is thirty (30) days following Sublandlord’s Notice Date, TIME BEING OF THE ESSENCE. Subtenant may not exercise its Renewal Option if it is in default hereunder after notice and expiration of the original term applicable grace period on the date of the giving of the renewal notice or it is in occupancy of less than one hundred percent (100%) of the Premises on the first day of the Renewal Term. 3.2.2 If Subtenant exercises the Renewal Option, the Renewal Term shall be upon the same terms, covenants and conditions as those contained in this Sublease, except that (A) the Base Rent shall be determined pursuant to Section 3.2.3 hereof, (B) Subtenant shall continue to pay Additional Rent pursuant to Article 6 hereof, and (C) Sublandlord shall have no obligation to contribute any funds to Subtenant for alterations to the Premises or to grant Subtenant any rent concession or abatement. For purposes of this Mortgage or any subsequent term agreed to in writing between Sublease, if Subtenant exercises the Mortgagor and Renewal Option, the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment Fixed Expiration Date shall not be deemed to have renewed mean the date that is the last day of the Renewal Term, as determined in Section 1.1. 3.2.3 For the Renewal Term, the Base Rent (the “Renewal Rent”) shall be an amount equal to the greater of: (i) the fair market rent (as hereinafter defined) per annum; and (ii) $830,475 per annum (the “Minimum Amount”). 3.2.4 If Sublandlord determines that the fair market rent does not exceed the Minimum Amount, it shall so advise Subtenant, and the Renewal Rent during the Renewal Term shall be equal to the Minimum Amount without further action of the parties. For purposes hereof, the term “fair market rent” shall mean a rent per square foot per annum for similar first-class office buildings in Wellesley, Massachusetts for a similar term of lease entered into at or about the beginning of the Renewal Term, and otherwise considering the terms and conditions of this Mortgage Sublease, including those set forth in Section 3.2.2 above. Said rent per square foot per annum shall be multiplied by the rentable square feet of the Premises and the product thereof shall be the fair market rent. In the event that Sublandlord and Subtenant are unable to agree on the fair market rent at least one hundred twenty (120) days prior to the commencement of the Renewal Term, then either party may request arbitration by giving notice to the other party, and each party shall promptly choose an arbitrator who is a senior officer of a recognized eastern Massachusetts leasing brokerage or real estate consulting firm who shall have at least ten (10) years experience in (A) the leasing of office space in Wellesley, Massachusetts, or (B) the appraisal of first-class office building in Wellesley, Massachusetts. The two arbitrators shall then determine the fair market rent within sixty (60) days after the appointment of each arbitrator, and if the two arbitrators are unable to agree upon the fair market rent within such sixty (60)-day period, then a third arbitrator with the same qualifications as the first two arbitrators shall be selected by the two arbitrators (or if they are unable to agree then the selection shall be made by the American Arbitration Association or any organization successor thereto), and the third arbitrator shall determine the fair market rent within thirty (30) days thereafter in accordance with the following procedure: the arbitrator selected by Sublandlord and the arbitrator selected by Subtenant shall each make a separate determination of the fair market rent. The determination made by Sublandlord’s arbitrator is hereinafter referred to as “Sublandlord’s Determination” and the determination made by Subtenant’s arbitrator is hereinafter referred to as “Subtenant’s Determination”. Each arbitrator shall deliver a copy of its Determination to the third arbitrator and to the other of the two arbitrators. Each of the two arbitrators may, within five (5) days following receipt of the other’s Determination, change its Determination and deliver a copy of such changed Determination to the third arbitrator and to the other of the two arbitrators. No further changes in the Determinations will be allowed. The determination of fair market rent by the third arbitrator shall be either the amount set forth in Sublandlord’s Determination or the amount set forth in Subtenant’s Determination. The third arbitrator may not select any other amount as the fair market rent. However, if the fair market rent as so determined is less than the Minimum Amount, then the Renewal Rent during the Renewal Term shall nevertheless be the Minimum Amount. The fair market rent as so determined by the third arbitrator shall be binding upon the parties. Each party shall be responsible for the unexpired term fees and expenses of years the arbitrator selected by it and the parties shall share equally the fees and expenses of the third arbitrator and of the American Arbitration Association. It is expressly understood that any determination of the fair market rent pursuant to this Sublease shall be based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained criteria stated in this paragraph shall confer any right of renewal or extension upon the MortgagorSection 3.2.

Extension of Term. This Mortgage may 16.01. Provided Subtenant is not then in default of this Sublease beyond applicable grace periods as set forth in this Sublease, Subtenant shall have two (2) options to extend the term for an additional five (5) years per option. If Subtenant elects to exercise either such option, it shall do so by delivering written notice of such election to Sublandlord no later than one hundred eighty (180) days prior to expiration of the then existing Term. Subtenant agrees that it shall have forever waived its right to exercise any such option if it shall fail for any reason whatsoever to give such written notice to Sublandlord by the time provided for the giving of such notice, time being of the essence as to the exercise of such option. If Subtenant effectively elects to exercise said options, the Term shall be renewed or automatically extended by for the applicable Extended Period without execution of an agreement of extension or renewal lease. Within ten (10) days after request of either party after the effective exercise of any such option, Sublandlord and Subtenant shall execute, acknowledge and deliver to each other duplicate originals of an instrument in writing at maturity recordable form confirming that such option was effectively exercised provided however, a failure of the parties to execute such instrument within ten (10) days shall not affect the validity of Subtenant's exercise of its option. Except as herein otherwise provided, the applicable Extended Period shall be upon the same terms and conditions as are in effect immediately preceding the commencement of such applicable Extended Period, except that Subtenant shall have no right or option to extend the Term for any term period of time beyond the expiration of the second Extended Period. The Fixed Rent for any Extended Period shall be ninety five percent (95%) of the then Fair market Rent for the Demised Premises as determined in accordance with or without an increased rate Article 17 of interest notwithstanding this Sublease, provided, however, that there may be subsequent encumbrancers, and it the annual Fixed Rent for any Extended Period shall not be necessary to register less than the annual Fixed Rent paid in the Calendar Year next preceding the first year of the applicable Extended Period. Any termination, expiration, cancellation or surrender of this Sublease * shall terminate any such agreement in order to retain priority right or option for this Mortgage so altered over any instrument registered subsequently to this Mortgagethe Extended Period not yet exercised. 16.02. If Subtenant elects to extend the Mortgagor makes any payments to initial Term as above provided, Sublandlord shall extend the Mortgagee after expiration term of the original Net Lease so that the term of the Net Lease runs at least as long as the extended term of this Mortgage Sublease. The foregoing shall in no way diminish any rights of Subtenant, Sublandlord or any subsequent term agreed Superior Lessor set forth elsewhere in this Sublease as respects the Net Lease. 16.03. If Subtenant does not exercise its option to extend the initial Term, ** Subtenant shall, upon expiration of Subtenant's option period to elect to extend with Subtenant not so electing to extend this Sublease, pay Sublandlord $30,000.00 as reimbursement towards Sublandlord's Work, provided that the Sublease has not been terminated earlier by reason of fire, casualty, or condemnation. ---------------------- * in writing between the Mortgagor whole (and the Mortgagee without first having agreed not in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed the term of this Mortgage part) ** for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any first five (5) year renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the Mortgagor.option

Extension of Term. This Mortgage may In the event Sublandlord, in its sole and ----------------- absolute discretion, extends the term of the Prime Lease as therein provided and, in its sole and absolute discretion, desires to continue to sublet the Premises during such extended term, then, so long as Subtenant has not been in default, beyond applicable notice and cure periods, during the Term of this Sublease, Sublandlord shall so notify Subtenant promptly, and the Term of this Sublease, upon Subtenant's written notice to Sublandlord within five (5) business days after receipt of Sublandlord's notice, shall be renewed or extended by an agreement in writing at maturity coterminous with the extended term(s) of the Prime Lease and upon the same terms and conditions as herein expressed except for Basic Rent (defined herein). Basic Rent for any term with extension Term shall be the higher of: (i) the then current Fair Market Rental Value (defined herein) of the Premises in its then condition; or without an increased (ii) the rate of interest notwithstanding that there may the Basic Rent to be subsequent encumbrancerspaid by Sublandlord to Prime Landlord for the extension term at issue under the Prime Lease, and it shall not be necessary calculated to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgagereflect only the premises then constituting the Premises. If Subtenant does not provide a written notice of its election to extend within the Mortgagor makes any payments to the Mortgagee after expiration of the original term of this Mortgage or any subsequent term agreed to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaidfive (5)- business day period, any such payment Subtenant shall not be deemed to have renewed elected not to extend the term of this Mortgage Sublease, thereafter Sublandlord shall be free to sublease the Premises to a third party or to not sublease the Premises at all, and the Term of this Sublease shall expire on the Expiration Date or earlier termination hereof. If Subtenant timely elects to extend the Term, within thirty (30) days after Subtenant notifies Sublandlord of its election to extend the Term, Sublandlord shall notify Subtenant in writing of Sublandlord's reasonable determination of the Basic Rent for the unexpired term of years Premises during such extended Term, which amount shall be based on the remaining amortization market rate. Such amount shall be the "Fair Market Rental Value" unless Subtenant objects to Sublandlord's determination within fifteen (15) days from Subtenant's receipt of this Mortgage. The Mortgagor Sublandlord's notice that Subtenant does not agree with Sublandlord's determination, in which case the phrase "Fair Market Rental Value" shall pay mean the then prevailing market rate for base minimum rental, calculated on a per square foot basis for leases covering buildings comparable to the Mortgagee Building (as adjusted for any variances between such buildings and the amount of any renewal or extension fee charged Building) located in the Cranbury, New Jersey metropolitan area (hereinafter referred to as the "Market Area") as determined by the Mortgagee following appraisal procedure: In the event that Subtenant notifies Sublandlord that Subtenant disagrees with Sublandlord's determination of the Fair Market Rental Value for the extension Term, then Subtenant shall specify, in connection with such notice to Sublandlord, Subtenant's selection of a real estate appraiser who shall act on Subtenant's behalf in determining the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the Mortgagor.Fair

Extension of Term. This Mortgage may be renewed or extended by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments A. Subject to the Mortgagee after expiration provisions of Paragraph E hereof, Tenant shall have the right to extend the term of the original Lease as modified by this Agreement, for one (1) additional term of this Mortgage or any subsequent five (5) years commencing on the day following the Expiration Date (hereinafter called the "COMMENCEMENT DATE OF THE ADDITIONAL EXTENSION TERM") (such additional term agreed is hereinafter called the "ADDITIONAL EXTENSION TERM") provided that: 1. Tenant shall give Landlord notice (hereinafter called the "EXTENSION NOTICE") of its election to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed extend the term of this Mortgage lease at least twelve (12) months, but not more than twenty-four (24) months, prior to the Expiration Date; 2. Tenant is not in default under the Lease, which default shall be greater than a minor technical default thereunder, as of the time of the giving of the Extension Notice and the Commencement Date of the Additional Extension Term; and 3. Tenant shall not have defaulted in the payment of fixed rent, following the expiration of any applicable notice and cure periods, on three (3) or more occasions during the Additional Premises Term. B. The fixed annual rent payable by Tenant to Landlord during the Additional Extension Term shall be a sum equal to the fair market rent for the unexpired term demised premises (including the Original Premises, the Additional Premises and any other space which may be added thereto) as determined as of years based on the remaining amortization date occurring nine (9) months prior to the Commencement Date of the Additional Extension Term (such date is hereinafter called the "DETERMINATION DATE") and which determination shall be made within a reasonable period of time after the occurrence of the Determination Date pursuant to the provisions of Paragraph C hereof, but such fixed annual rent shall in no event be less than the then escalated fixed annual rent in effect under the Lease, as modified by this Agreement, for the month immediately preceding the Expiration Date (without giving effect to any temporary abatement of fixed annual rent under any other Article of the Lease and specifically including the Fixed A/P Rent and the rental for any other additional space). In determining the fair market rent, the provisions of Articles 39 and 40 of the Lease as modified by the terms of this MortgageAgreement shall remain in effect during the Additional Extension Term with the same base periods as set forth therein and modified hereby, and such base periods shall be recognized in making such determination of fair market value. C. 1. The Mortgagor Landlord and Tenant shall pay endeavor to the Mortgagee agree as to the amount of any renewal the fair market rent for the demised premises pursuant to the provisions of Paragraph B hereof, during the thirty (30) day period following the Determination Date. In the event that Landlord and Tenant can not agree as to the amount. of the fair market rent within such thirty (30) day period following the Determination Date, then Landlord or extension fee charged Tenant may initiate the appraisal process provided for herein by giving notice to that effect to the Mortgagee in connection with the renewal or extension of this Mortgageother, and all solicitor's charges or commissions the party so initiating the appraisal process (such party hereinafter called the "INITIATING PARTY") shall specify in such notice the name and address of the person designated to act as an arbitrator on a solicitor its behalf. Within thirty (30) days after the designation of such arbitrator, the other party (hereinafter called the "OTHER PARTY") shall give notice to the Initiating Party specifying the name and address of the person designated to act as an arbitrator on its client basis incurred by the Mortgagee in connection with the renewal or extensionbehalf. If the Mortgagor does not pay Other Party fails to notify the renewal or extension fee and/or Initiating Party of the Mortgagee's solicitor's charges or commissionsappointment of its arbitrator within the time above specified, such amounts then the appointment of the second arbitrator shall be added made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) days after the Principal Amount second arbitrator is appointed and if, within sixty (60) days after the second arbitrator is appointed, the two arbitrators shall bear interest at not agree, they shall together appoint a third arbitrator; provided, however, that if the Mortgage Interest Rate and shall, with such interest, be a charge on difference between the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and determinations of the two (2) arbitrators is less than five (5%) percent of the higher determination then the average of the two determinations shall be payable on demand. Nothing contained in this paragraph the fair market rent of the demised premises and there shall confer any right of renewal or extension upon the Mortgagor.be

Extension of Term. This Mortgage may be renewed Provided Tenant has not been in material default ----------------- under this Lease (i) more than three (3) times during the twelve (12) months preceding the time the "Extension Notice" (as hereinafter defined) is received ---------------- by Landlord or extended by (ii) one (1) time thereafter until the commencement of the applicable "Option Term" (as hereinafter defined), Tenant shall have the option ----------- to extend the Term of this Lease for three (3) additional terms (each an agreement in writing at maturity for any term with or without an increased rate "Option ------ Term") of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If five (5) years following the Mortgagor makes any payments to the Mortgagee after expiration of the original term initial Term and each ---- applicable Option Term, exercisable by delivering written notice (the "Extension --------- Notice") to Landlord of Tenant's desire to so extend the Term by the Option ------ Term, no later than nine (9) months prior to the expiration of the initial Term or the then current Option Term. Tenant's occupancy of the Premises during any Option Term shall be subject to all of the terms and conditions of this Mortgage or any subsequent term agreed to in writing between Lease, except that the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee monthly Base Rent payable by Tenant during each Option Term shall be adjusted as to the terms of payment of the balance commencement date of the money applicable Option Term to an amount equal to ninety-five percent (95%) of the then repaidfair market rental rate for comparable premises in comparable buildings, any such payment as reasonably determined by Landlord, located in the geographic area in which the Project is located (ie -- Westlake Village). In determining the fair market rental rate for an Option Term, Landlord shall not be deemed to have renewed the term of this Mortgage for the unexpired term of years based on the remaining consider amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal tenant improvement costs or extension fee charged brokerage commissions, unless such amounts will be incurred by the Mortgagee Landlord at Tenant's request in connection with the renewal or applicable Option Term, in which case such costs shall be considered in calculating the fair market rental rate. Within thirty (30) days following Tenant's valid exercise of the option to extend the Term by an Option Term, Landlord shall deliver to Tenant written notice of the monthly Base Rent which shall be applicable as of the commencement of the Option Term, and Landlord and Tenant shall enter into an amendment to this Lease, prepared by Landlord, memorializing the terms of such extension of this Mortgagethe Term by the Option Term; provided that the failure to execute such an amendment shall not affect the validity of the exercise of the applicable Option Term. Tenant shall contest, if at all, Landlord's determination of the fair market rental in writing within five (5) days following Landlord's notice of the monthly Base Rent, and all solicitorTenant's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extensionfailure to do so shall constitute Tenant's acceptance of Landlord's determination. If Tenant contest Landlord's determination as provided above, Landlord and Tenant shall within thirty (30) days thereafter meet and agree upon the Mortgagor does not pay Base Rent payable by Tenant for the renewal or extension fee and/or applicable Option Term. If Landlord and Tenant fail to agree on the Mortgagee's solicitor's charges or commissionsnew Base Rent within such thirty (30) day period, such amounts the Base Rent payable for the Option Term shall be added determined by judicial reference as provided in Section 35 below, using the guidelines set forth in this Section 30. Tenant will be considered to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shallhave been in material default for purposes of determining Tenant's ability to exercise its rights under this Section 30, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this MortgageSection 2(D)(3) above, and Sections 31, 32 and 33 below if Tenant fails to cure a default after one (1) business day's notice from Landlord; except that if Tenant begins to cure within the one (1) business day period but cannot reasonably complete its cure within such period, then, so long as Tenant continues to diligently attempt to cure its failure, the one (1) day period shall be payable on demandextended to thirty (30) days, or such lesser period as is reasonably necessary to complete the cure. Nothing contained The foregoing shall only apply to Tenant's default in the payment of regularly scheduled Rent and other obligations for which no notice is required by Landlord under this Lease; and all express notice and cure periods provided for in this paragraph Lease shall confer any right of renewal or extension upon the Mortgagorotherwise apply.

Extension of Term. This Mortgage may be renewed or extended by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage37.01. If the Mortgagor makes any payments Subject to the Mortgagee after expiration of provisions hereof, Tenant shall continue to lease the original term of this Mortgage or any subsequent term agreed to in writing between the Mortgagor Premises and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed extend the term of this Mortgage Lease for an additional term (such additional term is hereinafter called the “Extension Term”) commencing on the day following the Expiration Date (hereinafter called the “Commencement Date of the Extension Term”) and expiring on September 30, 2019 (hereinafter called the “Expiration Date of the Extension Term”) if Tenant and/or its “affiliates” have any office in Manhattan. 37.02. In the event Tenant does not in good faith based upon its and/or its affiliates’ business operations require to lease the entire Premises during the Extension Term and Tenant and/or its affiliates do not anticipate to lease, sublease, license or otherwise occupy any office space in any other location or building in Manhattan during the Extension Term then on or prior to December 31, 2014, Tenant shall give Landlord written notice (hereinafter called the “Extension Notice”) of its and its affiliates’ anticipated office needs for the unexpired term Extension Term stating the number of years useable square feet (and the corresponding number of rentable square feet calculated with a 25% loss factor) it estimates that it requires and the number of all employees it is projected to retain. In the event Tenant fails to timely deliver the Extension Notice on or prior to December 31, 2014, Landlord shall notify Tenant in writing (the “Landlord Notice”) and, in the event Tenant fails to then deliver the Extension Notice within ten (10) days after delivery of the Landlord Notice (to be delivered by hand (against a signed receipt) in accordance with Section 29.01 hereof), Tenant shall be deemed to be leasing the entire Premises during the Extension Term pursuant to the provisions hereof and such failure shall not affect the validity and obligation of Tenant’s extension of the Term of this Lease pursuant hereto. In the event Tenant does not in good faith require to lease the entire Premises during the Extension Term then Tenant and/or its affiliates shall not lease, sublease, license or occupy any office space in any other location or building in Manhattan during the Extension Term and the portion of the Premises to be leased by Tenant during the Extension Term shall be designated by Tenant in the Extension Notice as one or more contiguous full floors comprising the Premises up to the four (4) floors comprising the Premises. To the extent Tenant does not lease the entire Premises during the Extension Term pursuant hereto, the floor(s) of the Premises not being retained by Tenant will be surrendered by Tenant pursuant to the terms and conditions hereof beginning with the highest floor of the Premises (i.e., the 18th floor). 37.03. The Fixed Rent payable by Tenant to Landlord during the Extension Term shall be a sum equal to the fair market rent for the Premises (or such full floor portion(s) thereof being retained) as determined as of the date occurring six (6) months prior to the Commencement Date of the Extension Term (such date is hereinafter called the “Determination Date”) and which determination shall include the proposed Fixed Rent for the Extension Term and the basis upon which it was calculated and shall be made by Landlord in writing to Tenant (“Landlord’s Determination”) pursuant to the provisions hereof, but such Fixed Rent shall in no event be less than the Fixed Rent and Additional Charges (i.e. not less than Tenant’s fully escalated rent) in effect under this Lease for the last month of the Term (without giving effect to any temporary abatement of Fixed Rent under the provisions of this Lease). In determining the fair market rent, all relevant factors shall be considered including, but not limited to, a) the fact that the Premises have been built out and their then current condition and b) the provisions of Article 3 of this Lease including, without limitation the Basic Tax and the Base Wage Rate, each of which are based on the remaining amortization calendar 2011 base year and both the Base Wage Rate and Base Tax shall continue to be utilized without change during the Extension Term. (a) Tenant shall have the right by written notice to Landlord (“Tenant’s Objection Notice”) to object to Landlord’s Determination within thirty (30) days (time being of this Mortgagethe essence) following delivery of Landlord’s Determination, timely failing which shall be deemed that Tenant has accepted Landlord’s Determination. The Mortgagor In the event Landlord timely receives from Tenant, Tenant’s Objection Notice, Landlord and Tenant shall pay endeavor to the Mortgagee agree as to the amount of any renewal the fair market rent for the Premises pursuant to the provisions of Section 37.03 hereof, during the thirty (30) day period following the date of Tenant’s Objection Notice. In the event that Landlord and Tenant cannot agree as to the amount of the fair market rent within such thirty (30) day period following the date of Tenant’s Objection Notice, then Landlord or extension fee charged Tenant may initiate the appraisal process provided for herein by giving notice to that effect to the Mortgagee in connection with the renewal or extension of this Mortgageother, and all solicitor's charges or commissions the party so initiating the appraisal process (such party hereinafter called the “Initiating Party”) shall specify in such notice the name and address of the person designated to act as an arbitrator on a solicitor its behalf. Within thirty (30) days after the designation of such arbitrator, the other party (hereinafter called the “Other Party”) shall give notice to the Initiating Party specifying the name and address of the qualified independent third party designated to act as an arbitrator on its client basis incurred by the Mortgagee in connection with the renewal or extensionbehalf. If the Mortgagor does Other Party fails to notify the Initiating Party of the appointment of its arbitrator within the time above specified, then the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) days after the second arbitrator is appointed and if, within sixty (60) days after the second arbitrator is appointed, the two arbitrators shall not agree, they shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within eighty (80) days after the appointment of the second arbitrator, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or organization successor thereto) in New York City in accordance with its rules then prevailing. (b) Each party shall pay the renewal fees and expenses of the one of the two original arbitrators appointed by or extension fee and/or for such party, and the Mortgagee's solicitor's charges or commissionsfees and expenses of the third arbitrator and all other expenses (not including the attorneys fees, such amounts witness fees and similar expenses of the parties which shall be added borne separately by each of the parties) of the arbitration shall be borne by the parties equally. (c) The third arbitrator shall determine the fair market rent of the Premises, which determination shall be within the range of the determinations of the first and second arbitrators only, and render a written certified report of his or her determination to both Landlord and Tenant within sixty (60) days of the appointment of the first two arbitrators or sixty (60) days from the appointment of the third arbitrator if such third arbitrator is appointed pursuant to this paragraph; and the fair market rent, so determined, shall be applied to determine the Fixed Rent pursuant to this Section 37.03. (d) Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing and renting of office space in similar office buildings in downtown Manhattan. (e) In the event Landlord or Tenant initiates the appraisal process and as of the Commencement Date of the Extension Term the amount of the fair market rent has not been determined, Tenant shall continue to pay the Fixed Rent and Additional Charges in effect for the last month of the Term until such time as the fair market rent is determined by the parties or the Arbitrator and within thirty (30) days after the Fixed Rent for the Extension Term is finally determined, Tenant shall pay Landlord the difference, if any, between the amount of Fixed Rent paid during the Extension Term and the amount that should have been paid. 37.04. If Landlord notifies Tenant that the Fixed Rent for the Extension Term shall be equal to the Principal Amount Fixed Rent and Additional Charges in effect under this Lease for the last month of the Term (without giving effect to any temporary abatement thereof), then the provisions of this Section 37.03 shall bear interest at be inapplicable and have no force or effect. 37.05. Except as provided in this Article 37, Tenant’s occupancy of the Mortgage Interest Rate Premises during the Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the Term, provided, however, Tenant shall have no further right to extend the term of this Lease pursuant to this Article 37. 37.06. In the event Tenant leases less than all of the Premises during the Extension Term, pursuant hereto, Tenant’s Operating Payments, Tenant’s Proportionate Share and Condenser Water Tonnage shall be proportionately adjusted based on the floor or floors that is not leased as follows: Floor Surrendered Applicable Reduction in Condenser Water Tonnage 15th Floor 73.5 16th Floor 21.0 17th Floor 21.5 18th Floor 20.5 37.07. In the event Tenant surrenders one or more floors of the Premises pursuant to this Article 37, Landlord shall, with such interestat its sole cost and expense, be responsible for the removal of any currently existing internal staircase and restoration of the slab between the remaining floor(s) and surrendered floor(s) of the Premises including, but not limited to, repairing the surrounding area to match so there is no indication that the staircase existed. Landlord will use commercially reasonable efforts to complete such work as soon as reasonably practicable after the date Tenant has surrendered any such portion of the Premises in accordance herewith in a charge on manner that will not unreasonably disturb Tenant’s use of the Mortgaged Premises prior to in accordance with Section 2.02 hereof; provided however Tenant shall reasonably cooperate with Landlord in all claims thereon subsequent respects until such work is completed. 37.08. If Tenant extends the Term for the Extension Term pursuant to this MortgageArticle 37, and the phrases “Term”, “the term of this Lease” or “the term hereof” as used this Lease, shall be payable on demand. Nothing contained construed to include, when practicable, the Extension Term and the term “Premises” shall be mean the Premises, or such floor(s) comprising the Premises as delineated by Tenant in this paragraph shall confer any right of renewal or extension upon the MortgagorExtension Notice.

Extension of Term. This Mortgage (a) Subject to Section 2.2(e) below, Tenant shall have the right to extend the Term for all of the Premises (“Renewal Option(s)”)) for two (2) consecutive ten (10)-year periods (each a “Renewal Term”). The Renewal Options granted herein may be renewed exercised by the original Tenant and any Permitted Assignee who occupies more than half of the Premises. The Expiration Date and the date that the first Renewal Term expires shall be referred to herein as a “Renewal Date.” Any such extension of the Term shall be subject to and on all of the same terms and conditions of this Lease, as the same may be amended, supplemented or extended modified from time to time, except that Monthly Rental (as defined below) shall be as determined by an agreement this Section 2.2 below, and Monthly Rental will automatically increase by 3.0% on each anniversary of the Renewal Date throughout the Renewal Term. To exercise a Renewal Option, at least twelve (12) months prior to the applicable Renewal Date, Tenant shall provide Landlord with written notice stating that Tenant is exercising its extension option (“Extension Notice”). Within thirty (30) days after Landlord’s receipt of the Extension Notice, Landlord shall determine the Fair Market Rental Rate (as defined below) by using its good faith judgment and deliver written notice thereof (“Option Rent Notice”) to Tenant. Tenant shall have thirty (30) days (“Tenant’s Review Period”) after receipt of the Option Rent Notice to accept in writing at maturity for any term Landlord’s determination of the Fair Market Rental Rate. In the event Tenant objects to, or fails to accept, Landlord’s determination of the Fair Market Rental Rate within the Tenant’s Review Period, Landlord and Tenant shall attempt to agree upon such Fair Market Rental Rate, using their best good faith efforts. If Landlord and Tenant fail to reach agreement on the Fair Market Rental Rate within thirty (30) days after the expiration of Tenant’s Review Period (“Outside Agreement Date”), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with or without an increased the procedure set forth below. (b) If Landlord fails to timely generate and deliver the initial Option Rent Notice which triggers the negotiations procedure of Section 2.2(a) above, then Tenant may commence such negotiations by providing written notice of Tenant’s suggested Fair Market Rental Rate, in which event Landlord shall have thirty (30) days (“Landlord’s Review Period”) after receipt of Tenant’s notice of its proposed rental rate of interest notwithstanding that there may within which to accept such proposed rental. In the event Landlord fails to accept in writing the rental proposed by Tenant, then such proposal shall be subsequent encumbrancersdeemed rejected, and it Landlord and Tenant shall not be necessary attempt in good faith to register any agree upon such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this MortgageFair Market Rental Rate, using their best good faith efforts. If the Mortgagor makes any payments parties fail to reach agreement within thirty (30) days following Landlord’s Review Period (which shall be, in such event, the “Outside Agreement Date” in lieu of the above definition of such date), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Rental Rate and such determination shall be submitted to a Qualified Appraiser as set forth below. (c) For purposes of this Lease, the term “Fair Market Rental Rate” shall mean the annual amount per square foot that tenants are paying in then-current transactions between landlords and non-affiliated parties from new or renewal, non-expansion (unless the expansion is pursuant to a comparable definition of Fair Market Rental Rate), non-equity tenants of comparable credit-worthiness, for comparable space, for a comparable use for a comparable period of time (“Comparable Transactions”). In determining Comparable Transactions with respect to the Mortgagee after expiration Premises, the applicable market is to be the Xxxxxx Xxxxx, UTC, and Sorrento Mesa laboratory submarkets within San Diego, California. In any determination of Comparable Transactions, appropriate consideration shall be given to the original term annual rental rates per rentable square foot, the standard of this Mortgage measurement by which the rentable square footage is measured, the ratio of rentable square feet to the usable square feet, the type of escalation clause (e.g., whether increases in additional rent are determined on a net or any gross basis), parking rights and obligations, signage rights, abatement provisions reflecting free rent and/or no rent during the period of construction or subsequent term agreed to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee commencement date as to the terms space in question, brokerage commissions, if any, which would be payable by Landlord in similar transactions, length of payment lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, the condition of the balance base building and the landlord’s responsibility with respect thereto, the value, if any, of the money then repaid, any existing tenant improvements and other generally applicable conditions of tenancy for such payment shall not be deemed to have renewed Comparable Transactions. The parties acknowledge and agree that the term intent of this Mortgage paragraph is to ensure that Tenant will obtain the same rent and other economic benefits that Landlord would otherwise give in Comparable Transactions and that Landlord will make and receive the same economic payments and concessions that Landlord would otherwise make and receive in Comparable Transactions with another tenant for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay Premises as if Tenant hereunder elected not to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and exercise its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the MortgagorRenewal Option(s).

Extension of Term. This Mortgage The term of the Facility and the Maturity Date may be renewed or extended by for an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments to the Mortgagee after expiration of the original additional term of this Mortgage one (1) year, provided that no default or any subsequent term agreed to Event of Default shall have occurred and be continuing in writing between the Mortgagor Lender’s reasonable opinion and that the Mortgagee without first having agreed in writing Lender is satisfied with the Mortgagee as Borrower’s ability to pay the terms of payment of the outstanding balance of the money then repaidFacility and to perform its obligations under the Facility Documents and that none of the Security granted by the Borrower to the Lender is or is about to be impaired or in jeopardy in any material respect, and further provided that the Borrower shall have given the Lender not less than 30 days’ prior written notice of a request for such extension (the date such notice is received is the “Notice Date”), together with payment of an extension fee equal to three and one half percent (3.5%) of the outstanding balance of the Facility as at the date of such notice (the "Extension Fee"), which for greater certainty will include the outstanding principal amount and all accrued but unpaid interest, bonus and other costs, fees or charges payable hereunder from time to time, payable in common shares of the Borrower (the "Extension Fee Shares") issued at a deemed price (subject to all required regulatory approvals) equal to a 10% discount to the volume weighted average trading price of the Borrower's common shares as they trade on the Exchange for the five trading days immediately prior to the Notice Date. The Extension Fee Shares shall be subject to a maximum hold period under applicable Canadian securities laws of four months and one day from their date of issue. The Extension Fee Shares shall be “restricted securities” under the Rule 144 of the U.S. Securities Act and will be subject to a minimum six-month hold period pursuant to the provisions of Rule 144 of the U.S. Securities Act. If for any such payment shall not be deemed reason the Borrower is unable or fails to have renewed deliver the Extension Fee Shares to the Lender as contemplated in this Section 5, the Borrower may pay the Extension Fee in cash. The Extension Fee is only incurred if the Lender extends the term of the Facility as contemplated in this Mortgage for Section 5, and, if incurred, the unexpired term of years based Extension Fee is due on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the Mortgagororiginal Maturity Date.

Extension of Term. This Mortgage 39.01 Tenant shall have the option (the "Renewal Option") to extend the Term for two (2) additional 57 61 periods of ten (10) years each (the "Renewal Terms"), shall (i) commence on the original Expiration Date and end on the date preceding the tenth (10th) anniversary of the original Expiration (the "First Renewal Term"), and (ii) commence on the date immediately succeeding the last day of the First Renewal Term and end on the date preceding the twentieth (20th) anniversary of the original Expiration Date (the "Second Renewal Term") provided that (a) this Lease shall not have been previously terminated and (b) no material Event of Default shall have occurred and be continuing as of the date Tenant shall give the Renewal Notice (hereinafter defined). Each Renewal Option may be renewed or extended exercised with respect to the entire Demised Premises only and shall be exercisable by an agreement in writing Tenant delivering to Landlord written notice (the "Renewal Notice") of Tenant's election to exercise the applicable Renewal Option at maturity for any term least nine (9) months prior to the original Expiration Date with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancersrespect to the First Renewal Term, and it at lease nine (9) months prior to the tenth (10th) anniversary of the Commencement Date with respect to the Second Renewal Term. Upon the giving of the Renewal Notice with respect to the Second Renewal Term, Tenant shall have no further option or right to extend the Term. If Tenant exercises a Renewal Option, the Renewal Term with respect to which Tenant shall exercise the Renewal Option shall be on the same terms, covenants, and conditions as those contained in this Lease, except (i) the Fixed Rent payable for the Demised Premises during each Renewal Term shall be determined as provided in Section 39.03 hereof, and (ii) the provisions of Section 39.01 hereof with respect to Tenant's right to renew the Term of this Lease shall not be necessary to register any such agreement applicable during the Second Renewal Term. It is expressly understood that during the First Renewal Term that Tenant shall have the right as set forth in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments Section 39.01 only with respect to the Mortgagee after expiration Second Renewal Term, that during the Second Renewal Term Tenant shall have no further right to renew this Lease. 39.02 If Tenant exercises the Renewal Option applicable to the First Renewal Term or the Second Renewal Term, as the case may be, the Fixed Rent for the Demised Premises shall be an amount equal to the Fair Market Rent (hereinafter defined), determined in accordance with Article 40 hereof, for the Demised Premises. 39.03 If, for any reason whatsoever, the Fair Market Rent shall not have been determined pursuant to Article 40 hereof by the commencement of the original term of this Mortgage or any subsequent term agreed to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed the term of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the Mortgagor.First Renew-

Extension of Term. This Mortgage may (a) Tenant shall have the right to extend the Term for an additional period (the "Second Extension Term") of ten (10) years commencing on July 1, 2024 (the "Second Extension Term Commencement Date") and ending on June 30, 2034 (the "Second Extension Term Expiration Date") upon the same terms and conditions as provided in this Lease for the Extension Term, except that the Fixed Rent shall be renewed adjusted as provided in Section 34.2, the provisions of Paragraph 5(a) of the Second Amendment shall be deleted, the provisions of Paragraph 6 of this Second Amendment shall be deleted, Landlord shall have no obligation to perform any work in the premises or extended by an agreement in writing at maturity the Building to prepare the premises for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancersTenant's occupancy during the Second Extension Term, and it Tenant shall not be necessary entitled to register any work allowance, and Tenant shall have no further right to extend the Term. The right to extend the Term for the Second Extension Term may be exercised with respect to a. the entire premises, or b. less than the entire premises provided that i. such extension shall include at least fifty percent (50%) of the Office Space and shall be for full floors which are contiguous (the "Extension Floors"), ii. with respect to the Below Grade Space and the Messenger Center, Tenant may include all of each such space but may not take portions of any such agreement in order space, and iii. with respect to retain priority any portion of the premises for which the Term is not extended, this Mortgage so altered over any instrument registered subsequently to this Mortgage. If Lease shall on the Mortgagor makes any payments to the Mortgagee after expiration of the original term Extension Term terminate and all provisions hereof with respect to the termination of this Mortgage or any subsequent term agreed to in writing between the Mortgagor Lease and the Mortgagee without first having agreed in writing expiration of the Term shall apply thereto, including any restoration requirements with respect to such space. (b) The right to extend the Mortgagee as term is subject to the terms following: (i) Tenant shall give Landlord notice (the "Extension Notice") of payment its election to extend the Term for the Second Extension Term at least eighteen (18) months prior to the Expiration Date of the balance Extension Term, which notice shall specify whether Tenant has elected to extend the Term with respect to the entire premises or less than the entire premises, and if Tenant desires to exercise the right to extend with respect to less than the entire premises, a description of the money then repaid, any such payment space desired; (ii) Tenant shall not be deemed in default (beyond any applicable grace or cure periods) under this Lease as of the time of the giving of the Extension Notice; and (iii) Tenant and its Affiliates shall be in actual occupancy of not less than fifty percent (50%) of the Office Space (or if Tenant desires to have renewed exercise the term right to extend with respect to less than the entire premises, fifty percent (50%) of this Mortgage the premises desired) as of the time of the giving of the Extension Notice and the Second Extension Term Commencement Date; or if Tenant and its Affiliates shall not be in actual occupancy of at least fifty percent (50%) of the Office Space (or the desired space) as of the time of the giving of the Extension Notice, an officer of Tenant at or above the level of Senior Managing Director and with responsibility for financial matters or real estate shall certify to Landlord that Tenant and its Affiliates shall, upon the Second Extension Term Commencement Date, occupy at least fifty percent (50%) of the Office Space (or the desired space). 34.2 If Tenant shall elect to extend the Term for the unexpired term Second Extension Term, the Fixed Rent payable during the Second Extension Term shall be an amount per annum equal to ninety-five (95%) percent of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay fair market rent nine (9) months prior to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this MortgageSecond Extension Term Commencement Date, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts which fair market rent shall be added to determined for the Principal Amount entire premises or for the Extension Floors, the Below Grade Space and shall bear interest at the Mortgage Interest Rate and shallMessenger Center, with such interestas applicable, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and but in no event shall be payable on demand. Nothing contained in this paragraph shall confer any right less than Thirty Dollars ($30) per rentable square foot for the Office Space or Thirteen Dollars ($13) per rentable square foot for the Below Grade Space or the Messenger Center, it being understood and agreed that separate determinations of renewal or extension upon the Mortgagorfair market rent will be made for the Office Space, the Below Grade Space and the Messenger Center.

Extension of Term. This Mortgage may 38.1 If Tenant shall not then be renewed in default in observing or extended by an agreement performing any of the terms, covenants and conditions of this Lease, Tenant shall have the option to extend the Term for three (3) additional periods of four (4) years at a Fixed Rent determined in writing at maturity accordance with Paragraph 38.2 below (instead of the Fixed Rent herein reserved for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancersthe original Term), and it shall not be necessary to register any such agreement otherwise upon the terms, covenants and conditions of the Lease in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If effect at the Mortgagor makes any payments to the Mortgagee after expiration of the original Term. The first such four (4) year period herein referred to as the "First Extended Period", the second such period herein referred to as the "Second Extended Period" the third such period herein referred to as the "Third Extended Period". Such option to extend may be exercised only by Tenant giving written notice to Landlord of its election to extend the term at lease on (1) year before the expiration of the lease period immediately preceding such Extended Period. Upon Tenant's giving such notice, the Term shall be extended automatically without the execution of an extension agreement or other instrument. It is expressly agreed that Tenant shall not have an option to extend the Term beyond the expiration of the Fourth Extended Period. If Tenant shall be in default in observing or performing any of the terms, covenants and conditions of this Mortgage or any subsequent term agreed to in writing between Lease at the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment time of the balance commencement of any Extended Period, or if this Lease shall be terminated before the commencement of the money then repaidnext Extended Period, Tenant's option to Extend the Term, or its exercise thereof, or the Extended Period created by any such payment exercise, shall not be abrogated and rendered null an void. In default of such notice, Tenant's options to extend this Lease shall terminate and be deemed waived by Tenant. Tenant may not exercise its option to have renewed extend hereunder independent of an assignment of the term of this Mortgage Lease. 38.2 The Fixed Rent during the Extended Periods shall be determined as provided on the Rent Schedule for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the Mortgagor.Extended Periods annexed hereto as Exhibit C.

Extension of Term. This Mortgage may be renewed or extended by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it 22.01 Provided Tenant shall not be necessary in default of any terms or conditions of this lease (which continues after the expiration of any applicable grace period after the giving of notice, if any, required hereunder) on the date the Extension Notice (as hereinafter defined) is given, Tenant shall have the option (hereinafter called the "Extension Option") to register any such agreement in order extend this lease for a term (hereinafter called the "Extended Term") of four (4) years commencing on the date (hereinafter called the "Extended Term Commencement Date") that is the day following the Initial Term Expiration Date and, unless sooner terminated as herein provided, ending on the date (hereinafter called the "Extended Term Expiration Date") that is the day immediately preceding the fourth (4th) anniversary of the Extended Term Commencement Date by giving Landlord written notice (hereinafter called the "Extension Notice") of its intention to retain priority for this Mortgage do so altered over any instrument registered subsequently at least eight (8) months prior to this Mortgagethe Initial Term Expiration Date. If Tenant shall give the Mortgagor makes any payments Extension Notice to Landlord within the Mortgagee after expiration of time and in the original term of this Mortgage or any subsequent term agreed to in writing between manner hereinabove provided, the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment Extension Option shall not be deemed to have renewed be irrevocably exercised (except as set forth herein) and this lease shall be deemed extended for the term Extended Term upon all of the terms, covenants and conditions provided for the Initial Term except that: (a) any terms or conditions of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay Lease that are expressly or by their nature inapplicable to the Mortgagee Extended Term shall not apply during the amount same; (b) the fixed rent payable during each year of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts Extended Term shall be added an amount equal to ninety-five percent (95%) of the Fair Market Rental Value (as hereinafter defined), payable in equal monthly installments; and (c) all reference to the Principal Amount and Initial Term Expiration Date shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgagedeemed changed to, and shall be payable deemed to mean, the Extended Term Expiration Date. Conversely, if Tenant shall fail to give the Extension Notice to Landlord within the time and in the manner hereinabove provided, or if any of the conditions to Tenant's exercise of the Extension Option have not been satisfied, the Extension Option shall be deemed waived by Tenant and of no force or effect. Within thirty (30) days after the written request of either Landlord or Tenant, the parties shall enter into a supplementary agreement in any reasonable form confirming whether the Extension Option has been exercised in accordance with this Article. 22.02 In the event Tenant shall have extended the term of the lease for the Extended Term within the time and in the manner provided in Section 22.01 above, the "Fair Market Rental Value" of the Demised Premises, shall be determined as hereinafter provided and calculated as of the day that is four (4) months prior to the Extended Term Commencement Date on demandthe basis of a new letting of the Demised Premises on an "as is" basis. Nothing The Fair Market Rental Value shall be determined jointly by Landlord and Tenant not later than the day (hereinafter called the "Determination Date") that shall be thirty (30) days following the date the Extension Notice is given. If Landlord and Tenant agree upon such Fair Market Rental Value, such agreement shall be confirmed in a writing (hereinafter called a "Rental Agreement") to be executed by Landlord and Tenant in any reasonable form not later than the Determination Date. In the event that Landlord and Tenant shall have failed to join in executing a Rental Agreement on or before the Determination Date, then the Fair Market Rental Value for each year of the Extended Term shall be determined by arbitration as follows: (a) Landlord and Tenant shall each appoint an arbitrator by written notice given to the other party hereto not later than thirty (30) days after the Determination Date. If either Landlord or Tenant shall have failed to appoint an arbitrator within such period of time and, thereafter, shall have failed to do so by written notice given within a period of five (5) days after notice by the other party requesting the appointment of such arbitrator, then such arbitrator shall be appointed by the American Arbitration Association or its successor (the branch office of which is located in or closest to the Demised Premises) upon request of either Landlord or Tenant, as the case may be; (b) the two (2) arbitrators appointed as above provided shall attempt to reach an agreement as to such Fair Market Rental Value, and, in the event that they are unable to do so within thirty (30) days after their joint appointment, they shall appoint a third (3rd) arbitrator by written notice given to both Landlord and Tenant, and, if they fail to do so by written notice given within thirty (30) days after their appointment, such third (3rd) arbitrator shall be appointed as above provided for the appointment of an arbitrator in the event either party fails to do so; (c) all of such arbitrators shall be real estate appraisers having not less than ten (10) years experience in appraising the value of leasehold interests in real estate similar to the Building located in Bergen County, New Jersey and whose appraisals are acceptable to savings banks or life insurance companies doing business in the State of New Jersey; and (d) the three (3) arbitrators, selected as aforesaid, forthwith shall convene and render their decision in accordance with the then applicable rules of the American Arbitration Association or its successor, which decision shall be strictly limited to a determination of the Fair Market Rental Value, within thirty (30) days after the appointment of the third (3rd) arbitrator. The decision of such arbitrators shall be in Notwithstanding anything to the contrary contained in this paragraph Article, the fixed rent payable during any year of the Extended Term shall confer any right in no event be less than the fixed rent payable during the last year of renewal or extension upon the MortgagorInitial Term; provided however that in the event that the Fair Market Rental Value is determined to be less than the fixed rent payable during the last year of the Initial Term, Tenant shall have the right, within ten (10) days after such determination is made, time being of the essence, to revoke its election to extend the term of the Lease.

Extension of Term. This Mortgage may be renewed or extended by an agreement in writing at maturity for any (a) The term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments to the Mortgagee after expiration of the original term Lease is hereby extended for an additional period of this Mortgage or any subsequent term agreed to 11 years (the “Extension Term”) commencing on October 1, 2017 (the “Extension Commencement Date”) and expiring on September 30, 2028, which date shall be deemed the Expiration Date for all purposes under the Lease, unless sooner terminated in writing between the Mortgagor and the Mortgagee without first having agreed in writing accordance with the Mortgagee as to the terms of payment the Lease or pursuant to law. (b) Tenant’s leasing of the balance Demised Premises during the Extension Term shall be on all of the money then repaidterms and conditions of the Lease (as amended hereby), any such payment shall not be deemed to have renewed except that, from and after the term of this Mortgage Extension Commencement Date: (i) fixed rent for the unexpired term of years based entire Demised Premises shall be payable at the times and in the manner set forth in the Lease, as follows: (A) for the period commencing on the remaining amortization Extension Commencement Date and ending on the day immediately preceding the 6th anniversary of this Mortgage. The Mortgagor shall pay the Extension Commencement Date at the rate of $5,408,000.00 per annum payable in equal monthly installments of $450,666.67; and (B) for the period commencing on the 6th anniversary of the Extension Commencement Date and ending on the Expiration Date $5,699,200.00 per annum, payable in equal monthly installments of $474,933.33. (ii) Notwithstanding anything to the Mortgagee contrary contained in this Amendment, provided Tenant is not then in default under the Lease beyond the expiration of any applicable notice and cure period, Tenant shall be entitled to receive a credit in the amount of $5,408,000.00, which credit shall be applied against the first monthly installment of fixed rent due and payable on the Extension Commencement Date and each succeeding monthly installment of fixed rent due and payable until the entire credit has been so applied. At Landlord’s option, Landlord may pay to Tenant, no later than the first day of any renewal or extension fee charged by calendar month in respect of which Tenant would otherwise be entitled to a credit against fixed rent under the Mortgagee in connection with preceding sentence, an amount equal to the renewal or extension of this Mortgagecredit to which Tenant would have otherwise been entitled for such month, and all solicitor's charges or commissions on a solicitor and its client basis incurred by in such event Tenant shall not receive any credit against fixed rent for such calendar month under the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, preceding sentence and shall be payable obligated to pay in full the installment of fixed rent due for such month. (iii) Tenant shall pay Tenant’s Share of Taxes in accordance with the provisions of Article 4 of the Lease, except that “Real Estate Tax Base” shall mean the Real Estate Taxes for the Tax Year commencing on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the MortgagorJuly 1, 2017 and ending on June 30, 2018.

Extension of Term. This Mortgage may Section 42.1 (A) Subject to the provisions of Section 42.4, Tenant, at Tenant’s sole option, shall have one (1) extension option of five (5) years (the “Extension Option”) covering either (x) the entire Premises or (y) portions of the Premises consisting of full floors only and in no event less than one full floor (the “Extension Space”). To the extent applicable, contiguous full floors must be renewed or extended included as part of the Extension Space before non-contiguous full floors can be included as part of the Extension Space. The term of the Extension Option shall commence on the day immediately succeeding the Fixed Expiration Date (the “Extension Term Commencement Date”) and end on the last day of the calendar month immediately preceding the month in which occurs the fifth anniversary of the Extension Term Commencement Date (such additional term being the “Extension Term”) provided that: (i) Not later than the date which is eighteen (18) months prior to the Fixed Expiration Date and not earlier than the date which is two (2) years prior to the Fixed Expiration Date, Tenant shall send to Landlord a written request (the “Extension Request”) asking Landlord to set forth Landlord’s estimate of the Fixed Rent for the Extension Term on a rentable square foot basis in the event Tenant exercises the Extension Option and indicating the Extension Space that would be covered by an agreement the Extension Option. After receipt of the Extension Request, Landlord shall provide its estimate of Fixed Rent for the Extension Term to Tenant by notice (the “Rent Determination Notice”) in writing at maturity no later than the date which is fifteen (15) months prior to the Fixed Expiration Date. Tenant must give Landlord written notice (the “Extension Notice”) of its election to exercise the Extension Option and whether or not Tenant disputes Landlord’s determination of the Fixed Rent for any term with or without an increased rate the Extension Term by not later than the date which is one year prior to the Fixed Expiration Date. Time is of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any the essence for all of such agreement dates set forth in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this MortgageSection 42.1(A)(i). If the Mortgagor makes any payments Tenant does not timely send an Extension Request or Extension Notice pursuant to the Mortgagee after expiration provisions of this Section 42.1, this Article 42 shall be null, void and of no force or effect and shall be deemed deleted from this Lease; (ii) Tenant’s Extension Option, at Landlord’s sole option, shall be inapplicable, null, void and of no further force and effect if, either as of the original term time of the giving of the Extension Request or Extension Notice or as of the Extension Term Commencement Date, any Event of Default under any of the terms and conditions of this Mortgage or Lease shall have occurred and be continuing; and (iii) Tenant (and/or any subsequent term agreed to in writing between Related Entity) shall, as of both the Mortgagor giving of the Extension Notice and the Mortgagee without first having agreed Extension Term Commencement Date, (x) be in writing actual occupancy of at least fifty (50%) percent of the Extension Space and (y) either (1) have met the Financial Requirements or (2) have delivered a Financial Requirements LC to Landlord with the Mortgagee as respect to the terms of payment of Extension Space. If in any successive year, Xxxxxx’s Net Worth is equal to or greater than $200,000,000, Landlord shall return the balance of the money then repaid, any such payment shall not be deemed to have renewed the term of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee Financial Requirements LC delivered in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added Extension Space to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the MortgagorTenant.

Extension of Term. This Mortgage may Upon the First Must-Take Effective Date, the Term of this Lease shall be renewed or automatically extended and shall terminate on the last day of the eighty-fourth (84th) full calendar month following the First Must-Take Effective Date (the “Extended Expiration Date”). That portion of the Term commencing the day immediately following the Expiration Date (“Extension Date”) and ending on the Extended Expiration Date shall be referred to as the “Extended Term” and the portion of the Term commencing on the First Must-Take Effective Date and ending on the Extended Expiration Date is hereinafter referred to as the “First Must-Take Space Term”. The Base Rent rate per rentable square foot for the First Must -Take Space shall be the same as the Base Rent rate per rentable square foot for the Initial Premises on the First Must-Take Effective Date. During the First Must-Take Space Term, the Base Rent rate for the First Must-Take Space shall increase at such times and in such amount as Base Rent for the Initial Premises, it being the intent of Landlord and Tenant that the Base Rent rate per rentable square foot for the First Must-Take Space shall be the same as the Base Rent rate per rentable square foot for the Initial Premises. During the Extended Term, the Base Rent rate for the entire Premises (that is, the Initial Premises and the First Must-Take Space) shall be increased by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary amount equal to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments to the Mortgagee after expiration one hundred three percent (103%) of the original term of this Mortgage or any subsequent term agreed to Base Rent rate then in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee effect as to the terms of payment of the balance of Expiration Date. Thereafter, the money then repaid, any such payment shall not be deemed to have renewed the term of this Mortgage monthly Base Rent for the unexpired term of years based on entire Premises shall increase by three percent (3%) annually through the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the MortgagorExtended Term.

Extension of Term. This Mortgage may be renewed or extended by Provided that Sublessee has not been in an agreement in writing at maturity for any term with or without an increased rate event of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments to the Mortgagee after expiration of the original term of this Mortgage or any subsequent term agreed to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed default during the term of the Sublease, Sublessee may be granted two (2) renewal terms of six (6) months each provided all the following terms are satisfied: (a) Under no circumstance will the Sublessee be permitted to extend this Mortgage Sublease providing an Expiration Date that is later than the Expiration Date for the unexpired term Premises provided in the Lease. (b) As for the first extension term, Sublessee must provide a written request to renew no later than May 1, 2001. Sublessor has the express right to approve or reject Sublessee's request for a renewal. Sublessor will either approve or reject Sublessee's request forrenewal, in writing, no later than June 1, 2001. If Sublessor does not provide written approval or rejection of years based on the remaining amortization Sublessee's request for renewal by June 1, 2001, then Sublessee's request is deemed to be rejected. Should Sublessee's request for renewal be rejected, then Sublessee will surrender the Premises in accordance with Article 4 of this Mortgage. Sublease. (c) The Mortgagor shall pay to the Mortgagee the amount of any renewal or second extension fee charged term can only be requested by the Mortgagee Sublessee in connection the case that the first extension term was approved in writing by the Sublessor. As for the second extension tern, Sublessee must provide a written request to renew no later then November 1, 2001. Sublessor has the express right to approve or reject Sublessee's request for a second renewal. Sublessor will either approve or reject Sublessee's request for a second renewal, in writing, no later than January 1, 2002. If Sublessor does not provide written approval or rejection of the Sublessee's request for a second renewal by January 1, 2002, then Sublessee's request is deemed to be rejected. Should Sublessee's request for a second renewal be rejected, then Sublessee will surrender the Premises in accordance with the renewal or extension Article 4 of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the MortgagorSublease.

Extension of Term. This Mortgage may (a) Tenant shall have the right to extend the Term hereof (the "Extension Option") upon all of the same terms, conditions, covenants and agreements herein contained (except that Base Rental for the first year of such extended period shall be renewed the greater of (a) the Base Rental in effect immediately prior to such extended period or extended by an agreement (b) the Fair Market Rent, which shall be determined in writing accordance with the procedure set forth below and thereafter shall be adjusted in accordance with the provisions set forth below), for one (1) additional period of five (5) years (such period, the "Extended Term") provided that Tenant is not in default beyond any applicable notice and cure periods at maturity for any term with either the time of delivery of the Exercise Notice or without an increased rate at the commencement of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgagethe Extended Term. If Tenant desires to exercise the Mortgagor makes any payments Extension Option, Tenant shall give notice (the "Exercise Notice") to Landlord not later than twelve (12) months prior to the Mortgagee after expiration Term Expiration Date. Upon the giving of notice by Tenant to Landlord exercising Tenant's Extension Option and provided the conditions as to no default beyond applicable notice and cure periods by Tenant are satisfied, the Term in accordance with the provisions of this Section shall be extended for the Extended Term without the necessity of the original term execution of this Mortgage or any subsequent term agreed to additional documents; and in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as such event all references herein to the terms of payment Term shall be construed as referring to the Term, as so extended, unless the context clearly requires otherwise. In the event that Fair Market Rent has not been determined by the commencement of the balance of the money then repaidExtended Term, any such payment shall not be deemed to have renewed the term of this Mortgage Base Rental for the unexpired term first year of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts Extended Term shall be added to the Principal Amount and shall bear interest at Base Rental in effect immediately preceding the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this MortgageExtended Term, and shall be payable retroactively adjusted upon the final determination of Fair Market Rent, if applicable. For purposes of this Lease, the term "Fair Market Rent" shall mean the Base Rental on demand. Nothing contained the date on which the Base Rental will become effective for the Extension Option that is being negotiated in so-called "triple net" leases or is reflected in triple net leases which have been recently executed, in arm's length transactions between other landlord and tenants, each acting in its own best interest and without duress, for comparable space and for a comparable term located in the Hudson, New Hampshire area, with such adjustment as is necessary in order to reflect the business terms and obligations of the parties as are set forth in this paragraph shall confer any right of renewal or extension upon the MortgagorLease.

Extension of Term. This Mortgage Provided that no Event of Default exists at the time of exercise, Tenant may extend the Term of this Lease (the “Extension Option”) for the entire Premises for up to two (2) consecutive periods (each, an “Extension Period”) of five (5) years each. Tenant must make each such election by written notice to Landlord at least twelve (12), but no more than twenty four (24), full calendar months prior to the end of the Term (as may have been extended), failing which the Extension Option shall be renewed or extended by an agreement deemed null and void and of no further force and effect. Each extension of the Term will be on the same terms, covenants and conditions as in writing at maturity this Lease, other than Annual Fixed Rent. Annual Fixed Rent for any term the first year of each Extension Period will be equal to ninety-five percent (95%) of the then Prevailing Market Rate (as hereinafter defined) per rentable square foot for the Premises. Annual Fixed Rent during the Extension Period shall increase annually, in accordance with or without an increased rate the increases assumed in the determination of interest notwithstanding that there may Prevailing Market Rate. Annual Fixed Rent attributable to the Premises shall be subsequent encumbrancers, payable in monthly installments in accordance with the terms and it shall not be necessary to register any such agreement in order to retain priority for conditions of Article IV of this Mortgage so altered over any instrument registered subsequently to this MortgageLease. If Tenant timely and properly exercises an Extension Option, Landlord, within the Mortgagor makes any payments later of thirty (30) days of such election and the sixteenth (16th) full calendar month prior to the Mortgagee after expiration end of the original term Term (as may have been extended), shall provide Tenant written notice of this Mortgage or any subsequent term agreed to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment its determination of the balance Annual Fixed Rent for the applicable Extension Period. Tenant, within twenty (20) days after the date on which Landlord advises Tenant of the money then repaidapplicable Annual Fixed Rent for the Extension Period, any shall either (i) give Landlord fmal written notice (“Binding Notice”) of Tenant’s exercise of its Extension Option, or (ii) if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “Rejection Notice”). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such payment shall not twenty (20) day period, Tenant will be deemed to have renewed the term rejected Landlord’s determination of this Mortgage Annual Fixed Rent for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extensionExtension Period. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissionsTenant provides Landlord with a Binding Notice, such amounts Landlord and Tenant shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent enter into an amendment to this MortgageLease setting forth the modified Annual Fixed Rent, the applicable Expiration Date and shall be payable on demandother applicable terms for the applicable Extension Period. Nothing contained in this paragraph shall confer any right of renewal If Tenant provides Landlord with a Rejection Notice, or extension upon the Mortgagor.is deemed to have rejected Landlord’s determination, Landlord and Tenant

Extension of Term. This Mortgage may Provided the Company has first obtained from the applicable planning authority any consent required pursuant to the subdivision control provisions of The Planning Act (Manitoba) or The City of Winnipeg Charter Act (Manitoba), whichever shall be renewed or extended by an agreement in writing at maturity applicable, the Company shall have the right to extend the Term of the Lease for any term with or without an increased rate a further period of interest notwithstanding that there may twenty-one (21) years less one (1) day under the same terms, conditions and covenants herein contained, including this provision for extension which shall, however, be subsequent encumbrancerslimited to five (5) such extensions to be granted to the Company, provided however, the Land Acquisition Payment and it First Year Payment shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments to the Mortgagee after expiration of the original term of this Mortgage or any subsequent term agreed to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed the term of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee payable anew in connection with any extension. For greater certainty, only the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee Ongoing Payments will continue in connection with the renewal or any extension. If the Mortgagor does Company has the right to extend the Term of this Lease as aforesaid and if the Company elects to exercise its right to extend the Term of this Lease, it shall do so by giving the Lessor notice, in writing, of its intention to do so not pay later than three (3) months prior to the renewal expiration of the then current Term, provided however that if the Company has first obtained from the applicable planning authority any consent required pursuant to the subdivision control provisions of The Planning Act (Manitoba) or extension fee and/or the Mortgagee's solicitor's charges or commissionsThe City of Winnipeg Charter Act (Manitoba), such amounts whichever shall be added applicable, for a period that is greater than one (1) extension term the Company shall have the right, at its sole option, to elect to exercise multiple extensions, provided that no extension or extensions so exercised shall exceed any time limitations imposed under or pursuant to the Principal Amount applicable planning authority consent. In the event an extension or extensions so exercised shall exceed any time limitations imposed under or pursuant to the applicable planning authority consent, until any further required consent is obtained from the applicable planning authority, the Company’s rights and shall bear interest at entitlements under the Mortgage Interest Rate and Lease shall, with such interestincluding rights and entitlements to extensions of the Term, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgageshall, and shall be payable on demand. Nothing notwithstanding anything elsewhere contained in this paragraph Lease to the contrary, be deemed to extend only for so long as permitted under or pursuant to the applicable planning authority consent and any extension or extensions so exercised are hereby deemed to be modified accordingly. The Company shall confer be responsible for applying for any right consent and responsible for all costs and expense imposed, charged or levied as a result of renewal or extension upon such application and in order to obtain such consent. The Lessor shall cooperate with the MortgagorCompany in all respects in making such application.

Extension of Term. This Mortgage may be renewed or extended by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it 39.01 Provided Tenant shall not be necessary in default of any terms or conditions of this Lease (which continues after the expiration of any applicable grace period after the giving of notice, if any, required hereunder) on the date the Extension Notice (as hereinafter defined) is given, Tenant shall have the option (hereinafter called the "EXTENSION OPTION") to register any such agreement in order extend this lease for a term (hereinafter called the "EXTENDED TERM") of five (5) years commencing on the date (hereinafter called the "EXTENDED TERM COMMENCEMENT DATE") that is the day following the Termination Date and, unless sooner terminated as herein provided, ending on the date (hereinafter called the "EXTENDED TERM EXPIRATION DATE") that is the day immediately preceding the fifth (5th) anniversary of the Extended Term Commencement Date by giving Landlord written notice (hereinafter called the "EXTENSION NOTICE") of its intention to retain priority for this Mortgage do so altered over any instrument registered subsequently at least nine (9) months prior to this Mortgagethe Termination Date. If Tenant shall give the Mortgagor makes any payments Extension Notice to Landlord within the Mortgagee after expiration of time and in the original term of this Mortgage or any subsequent term agreed to in writing between manner hereinabove provided, the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment Extension Option shall not be deemed to have renewed be irrevocably exercised and this lease shall be deemed extended for the term Extended Term upon all of the terms, covenants and conditions provided for the Initial Term except that: (a) any terms or conditions of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay Lease that are expressly or by their nature inapplicable to the Mortgagee Extended Term shall not apply during the amount same; (b) the Minimum Rent payable during each year of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts Extended Term shall be added an amount equal to ninety five percent (95.0%) of the then fair market rental value (as defined below), payable in equal monthly installments; and (c) all references to the Principal Amount and Termination Date shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgagedeemed changed to, and shall be payable deemed to mean, the Extended Term Expiration Date. Conversely, if Tenant shall fail to give the Extension Notice to Landlord within the time and in the manner hereinabove provided, or if any of the conditions to Tenant's exercise of the Extension Option have not been satisfied, the Extension Option shall be deemed waived by Tenant and of no force or effect. Within thirty (30) days after the written request of either Landlord or Tenant, the parties shall enter into a supplementary agreement in any reasonable form confirming whether the Extension Option has been exercised in accordance with this Article. 39.02 In the event Tenant shall have extended the Term of the Lease for the Extended Term within the time and in the manner provided in Section 39.01 above, the "fair market rental value" of the Demised Premises, shall be determined as hereinafter provided and calculated as of the day that is four (4) months prior to the Extended Term Commencement Date on demandthe basis of a new letting of the Demised Premises on an "as is" basis. Nothing The fair market rental value shall be determined jointly by Landlord and Tenant not later than the day (hereinafter called the "DETERMINATION DATE") that shall be thirty (30) days following the date the Extension Notice is given. If Landlord and Tenant agree upon such fair market rental value, such agreement shall be confirmed in a writing (hereinafter called a "RENTAL AGREEMENT") to be executed by Landlord and Tenant in any reasonable form not later than the Determination Date. In the event that Landlord and Tenant shall have failed to join in executing a Rental Agreement on or before the Determination Date, then the fair market rental value for each year of the Extended Term shall be determined by arbitration as follows: (a) Landlord and Tenant shall each appoint an arbitrator by written notice given to the other party hereto not later than thirty (30) days after the Determination Date. If either Landlord or Tenant shall have failed to appoint an arbitrator within such period of time and, thereafter, shall have failed to do so by written notice given within a period of five (5) days after notice by the other party requesting the appointment of such arbitrator, then such arbitrator shall be appointed by the American Arbitration Association or its successor (the branch office of which is located in or closest to the Premises) upon request of either Landlord or Tenant, as the case may be; (b) the two (2) arbitrators appointed as above provided shall attempt to reach an agreement as to such fair market rental value, and, in the event that they are unable to do so within thirty (30) days after their joint appointment, they shall appoint a third (3rd) arbitrator by written notice given to both Landlord and Tenant, and, if they fail to do so by written notice given within thirty (30) days after their appointment, such third (3rd) arbitrator shall be appointed as above provided for the appointment of an arbitrator in the event either party fails to do so; (c) all of such arbitrators shall be real estate appraisers having not less than ten (10) years experience in appraising the value of leasehold interests in real estate similar to the Building located in Bergen County, New Jersey and whose appraisals are acceptable to savings banks or life insurance companies doing business in the State of New Jersey; and (d) the three (3) arbitrators, selected as aforesaid, forthwith shall convene and render their decision in accordance with the then applicable rules of the American Arbitration Association or its successor, which decision shall be strictly limited to a determination of the fair market rental value, within thirty (30) days after the appointment of the third (3rd) arbitrator. The decision of such arbitrators shall be in writing, and the vote of the majority of them shall be the decision of all and, insofar as the same is in compliance with the provisions and conditions of this Section, shall be binding upon Landlord and Tenant. Duplicate original counterparts of such decision shall be sent forthwith by the arbitrators by certified mail, return receipt requested, to both Landlord and Tenant. The arbitrators, in arriving at their decision, shall be entitled to consider all testimony and documentary evidence that may be presented at any hearing, as well as facts and data that the arbitrators may discover by investigation and inquiry outside of such hearings. If, for any reason whatsoever, a written decision of the arbitrators shall not be rendered within thirty (30) days after the appointment of the third (3rd) arbitrator, then, at any time thereafter before such decision shall have been rendered, either party may apply to a court of law sitting in Bergen County and having jurisdiction by action, proceeding, or otherwise (but not by a new arbitration proceeding), as may be proper to determine the question in dispute consistently with the provisions of this Lease. The cost and expense of such arbitration, action, proceeding, or otherwise shall be borne equally by Landlord and Tenant, but Landlord and Tenant shall each pay their own attorneys' fees and disbursements. 39.03 Notwithstanding anything to the contrary contained in this paragraph Article, the fixed rent payable during any year of the Extended Term shall confer in no event be less than the fixed rent payable during the last year of the Initial Term; provided however that in the event that the fair market rental value is determined to be less than the fixed rent payable during the last year of the Initial Term, Tenant shall have the right, within ten (10) days after such determination is made, time being of the essence, to revoke its election to extend the Term of the Lease." 7. Tenant covenants, warrants and represents that there were no brokers or finders instrumental in consummating this Second Amendment other than The Garibaldi Group ("BROKER"), and that no conversations or negotiations were had with any right other brokers or finders concerning this Second Amendment and the extension and modification of renewal the Lease. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims for brokerage commissions, consultation fees or extension other compensation arising out of or resulting from any conversations or negotiations had be Tenant with any brokers or finders, other than Broker. 8. Except as and to the extent modified hereby, the Lease shall remain in full force and effect and binding upon the Mortgagorparties in accordance with its terms.

Extension of Term. This Mortgage may be renewed or extended by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage37.01. If the Mortgagor makes any payments Subject to the Mortgagee after expiration of provisions hereof, Tenant shall continue to lease the original term of this Mortgage or any subsequent term agreed to in writing between the Mortgagor Premises and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed extend the term of this Mortgage Lease for an additional term (such additional term is hereinafter called the “Extension Term”) commencing on the day following the Expiration Date (hereinafter called the “Commencement Date of the Extension Term”) and expiring on September 30, 2019 (hereinafter called the “Expiration Date of the Extension Term”) if Tenant and/or its “affiliates” have any office in Manhattan. 37.02. In the event Tenant does not in good faith based upon its and/or its affiliates’ business operations require to lease the entire Premises during the Extension Term and Tenant and/or its affiliates do not anticipate to lease, sublease, license or otherwise occupy any office space in any other location or building in Manhattan during the Extension Term then on or prior to December 31, 2014, Tenant shall give Landlord written notice (hereinafter called the “Extension Notice”) of its and its affiliates’ anticipated office needs for the unexpired term Extension Term stating the number of years useable square feet (and the corresponding number of rentable square feet calculated with a 25% loss factor) it estimates that it requires and the number of all employees it is projected to retain. In the event Tenant fails to timely deliver the Extension Notice on or prior to December 31, 2014, Landlord shall notify Tenant in writing (the “Landlord Notice”) and, in the event Tenant fails to then deliver the Extension Notice within ten (10) days after delivery of the Landlord Notice (to be delivered by hand (against a signed receipt) in accordance with Section 29.01 hereof), Tenant shall be deemed to be leasing the entire Premises during the Extension Term pursuant to the provisions hereof and such failure shall not affect the validity and obligation of Tenant’s extension of the Term of this Lease pursuant hereto. In the event Tenant does not in good faith require to lease the entire Premises during the Extension Term then Tenant and/or its affiliates shall not lease, sublease, license or occupy any office space in any other location or building in Manhattan during the Extension Term and the portion of the Premises to be leased by Tenant during the Extension Term shall be designated by Tenant in the Extension Notice as one or more contiguous full floors comprising the Premises up to the four (4) floors comprising the Premises. To the extent Tenant does not lease the entire Premises during the Extension Term pursuant hereto, the floor(s) of the Premises not being retained by Tenant will be surrendered by Tenant pursuant to the terms and conditions hereof beginning with the highest floor of the Premises (i.e., the 18th floor). 37.03. The Fixed Rent payable by Tenant to Landlord during the Extension Term shall be a sum equal to the fair market rent for the Premises (or such full floor portion(s) thereof being retained) as determined as of the date occurring six (6) months prior to the Commencement Date of the Extension Term (such date is hereinafter called the “Determination Date”) and which determination shall include the proposed Fixed Rent for the Extension Term and the basis upon which it was calculated and shall be made by Landlord in writing to Tenant (“Landlord’s Determination”) pursuant to the provisions hereof, but such Fixed Rent shall in no event be less than the Fixed Rent and Additional Charges (i.e. not less than Tenant’s fully escalated rent) in effect under this Lease for the last month of the Term (without giving effect to any temporary abatement of Fixed Rent under the provisions of this Lease). In determining the fair market rent, all relevant factors shall be considered including, but not limited to, a) the fact that the Premises have been built out and their then current condition and b) the provisions of Article 3 of this Lease including, without limitation the Basic Tax and the Base Wage Rate, each of which are based on the remaining amortization calendar 2011 base year and both the Base Wage Rate and Base Tax shall continue to be utilized without change during the Extension Term. (a) Tenant shall have the right by written notice to Landlord (“Tenant’s Objection Notice”) to object to Landlord’s Determination within thirty (30) days (time being of this Mortgagethe essence) following delivery of Landlord’s Determination, timely failing which shall be deemed that Tenant has accepted Landlord’s Determination. The Mortgagor In the event Landlord timely receives from Tenant, Tenant’s Objection Notice, Landlord and Tenant shall pay endeavor to the Mortgagee agree as to the amount of any renewal the fair market rent for the Premises pursuant to the provisions of Section 37.03 hereof, during the thirty (30) day period following the date of Tenant’s Objection Notice. In the event that Landlord and Tenant cannot agree as to the amount of the fair market rent within such thirty (30) day period following the date of Tenant’s Objection Notice, then Landlord or extension fee charged Tenant may initiate the appraisal process provided for herein by giving notice to that effect to the Mortgagee in connection with the renewal or extension of this Mortgageother, and all solicitor's charges or commissions the party so initiating the appraisal process (such party hereinafter called the “Initiating Party”) shall specify in such notice the name and address of the person designated to act as an arbitrator on a solicitor its behalf. Within thirty (30) days after the designation of such arbitrator, the other party (hereinafter called the “Other Party”) shall give notice to the Initiating Party specifying the name and address of the qualified independent third party designated to act as an arbitrator on its client basis incurred by the Mortgagee in connection with the renewal or extensionbehalf. If the Mortgagor does Other Party fails to notify the Initiating Party of the appointment of its arbitrator within the time above specified, then the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) days after the second arbitrator is appointed and if, within sixty (60) days after the second arbitrator is appointed, the two arbitrators shall not agree, they shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within eighty (80) days after the appointment of the second arbitrator, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or organization successor thereto) in New York City in accordance with its rules then prevailing. (b) Each party shall pay the renewal fees and expenses of the one of the two original arbitrators appointed by or extension fee and/or for such party, and the Mortgagee's solicitor's charges or commissionsfees and expenses of the third arbitrator and all other expenses (not including the attorneys fees, such amounts witness fees and similar expenses of the parties which shall be added borne separately by each of the parties) of the arbitration shall be borne by the parties equally. (c) The third arbitrator shall determine the fair market rent of the Premises, which determination shall be within the range of the determinations of the first and second arbitrators only, and render a written certified report of his or her determination to both Landlord and Tenant within sixty (60) days of the appointment of the first two arbitrators or sixty (60) days from the appointment of the third arbitrator if such third arbitrator is appointed pursuant to this paragraph; and the fair market rent, so determined, shall be applied to determine the Fixed Rent pursuant to this Section 37.03. (d) Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing and renting of office space in similar office buildings in downtown Manhattan. (e) In the event Landlord or Tenant initiates the appraisal process and as of the Commencement Date of the Extension Term the amount of the fair market rent has not been determined, Tenant shall continue to pay the Fixed Rent and Additional Charges in effect for the last month of the Term until such time as the fair market rent is determined by the parties or the Arbitrator and within thirty (30) days after the Fixed Rent for the Extension Term is finally determined, Tenant shall pay Landlord the difference, if any, between the amount of Fixed Rent paid during the Extension Term and the amount that should have been paid. 37.04. If Landlord notifies Tenant that the Fixed Rent for the Extension Term shall be equal to the Principal Amount Fixed Rent and Additional Charges in effect under this Lease for the last month of the Term (without giving effect to any temporary abatement thereof), then the provisions of this Section 37.03 shall bear interest at be inapplicable and have no force or effect. 37.05. Except as provided in this Article 37, Tenant’s occupancy of the Mortgage Interest Rate Premises during the Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the Term, provided, however, Tenant shall have no further right to extend the term of this Lease pursuant to this Article 37. 37.06. In the event Tenant leases less than all of the Premises during the Extension Term, pursuant hereto, Tenant’s Operating Payments, Tenant’s Proportionate Share and Condenser Water Tonnage shall be proportionately adjusted based on the floor or floors that is not leased as follows: Floor Surrendered Applicable Reduction in Condenser Water Tonnage 15th Floor 73.5 16th Floor 21.0 17th Floor 21.5 18th Floor 20.5 37.07. In the event Tenant surrenders one or more floors of the Premises pursuant to this Article 37, Landlord shall, with such interestat its sole cost and expense, be responsible for the removal of any currently existing internal staircase and restoration of the slab between the remaining floor(s) and surrendered floor(s) of the Premises including, but not limited to, repairing the surrounding area to match so there is no indication that the staircase existed. Landlord will use commercially reasonable efforts to complete such work as soon as reasonably practicable after the date Tenant has surrendered any such portion of the Premises in accordance herewith in a charge on manner that will not unreasonably disturb Tenant’s use of the Mortgaged Premises prior to in accordance with Section 2.02 hereof; provided however Tenant shall reasonably cooperate with Landlord in all claims thereon subsequent respects until such work is completed. 37.08. If Tenant extends the Term for the Extension Term pursuant to this MortgageArticle 37, and the phrases “Term”, “the term of this Lease” or “the term hereof as used this Lease, shall be payable on demand. Nothing contained construed to include, when practicable, the Extension Term and the term “Premises” shall be mean the Premises, or such floor(s) comprising the Premises as delineated by Tenant in this paragraph shall confer any right of renewal or extension upon the MortgagorExtension Notice.

Extension of Term. This Mortgage may If Tenant is Cranium Technologies Ltd. or a Permitted Transferee, and is itself in occupation of the whole of the Premises throughout the Term in accordance with the Lease and if Tenant is not in default and has not been in default during the Term, and Tenant has delivered a written Notice to Landlord not more than twelve (12) months and not less than nine (9) months before the expiration of the Term that Tenant wishes to extend the Term, then Landlord shall extend the Term of the Lease for the entire Premises at the expiration of the Term for a period of two (2) years (the "Extended Term"). The Basic Rent rate for the Extended Term shall be renewed or extended by the Fair Market Rent (as defined in the following sentence). "Fair Market Rent" shall be the prevailing net rental rate being quoted at the applicable time, for premises for tenants with comparable financial covenants in comparable buildings in an agreement "A" Class building in writing at maturity for any the financial core in Downtown Halifax, which premises are comparable with respect to size, location, term with or without an increased and leasehold improvements. In no event, however, shall such rate be less than the Basic Rent payable during the 12 month period immediately preceding the commencement of interest notwithstanding the Extended Term. All other terms and conditions of the Lease will apply to the Extended Term, except that there may will be subsequent encumbrancersno leasehold improvement allowance, no free rent, no Landlord's work and it shall not be necessary no further right to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgageextend the Term. If the Mortgagor makes any payments parties are unable to agree on the Mortgagee after expiration Basic Rent to be paid during the Extended Term within 60 days of the original term date of the Tenant's Notice, then this Mortgage or any subsequent term agreed right to in writing between Extend the Mortgagor Term and the Mortgagee without first having agreed in writing with Extended Term shall be null and void and neither party shall have any rights or obligations towards the Mortgagee as other arising therefrom. If the parties are able to agree upon a Basic Rent rate within such 60 day period, then Tenant shall sign Landlord's then current standard form of net lease for the Building to document the Extended Term or, at Landlord's option, a Lease Extension and Amending Agreement prepared by Landlord to reflect the terms of payment of the balance of the money then repaidExtended Term. It is understood and agreed that Tenant, any such payment in exercising this right, shall not be deemed to have renewed be exercising a right to extend the term of this Mortgage Term for all space which Tenant is occupying in the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the MortgagorBuilding.

Extension of Term. This Mortgage (a) Subject to Section 2.2(e) below, Tenant shall have the right to extend the Term for all of the Premises (“Renewal Option(s)”)) for two (2) consecutive ten (10)-year periods (each a “Renewal Term”). The Renewal Options granted herein may be renewed exercised by the original Tenant and any Permitted Assignee who occupies more than half of the Premises. The Expiration Date and the date that the first Renewal Term expires shall be referred to herein as a “Renewal Date.” Any such extension of the Term shall be subject to and on all of the same terms and conditions of this Lease, as the same may be amended, supplemented or extended modified from time to time, except that Monthly Rental (as defined below) shall be as determined by an agreement this Section 2.2 below, and Monthly Rental will automatically increase by 3.0% on each anniversary of the Renewal Date throughout the Renewal Term. To exercise a Renewal Option, at least twelve (12) months prior to the applicable Renewal Date, Tenant shall provide Landlord with written notice stating that Tenant is exercising its extension option (“Extension Notice”). Within thirty (30) days after Landlord’s receipt of the Extension Notice, Landlord shall determine the Fair Market Rental Rate (as defined below) by using its good faith judgment and deliver written notice thereof (“Option Rent Notice”) to Tenant. Tenant shall have thirty (30) days (“Tenant’s Review Period”) after receipt of the Option Rent Notice to accept in writing at maturity for any term Landlord’s determination of the Fair Market Rental Rate. In the event Tenant objects to, or fails to accept, Landlord’s determination of the Fair Market Rental Rate within the Tenant’s Review Period, Landlord and Tenant shall attempt to agree upon such Fair Market Rental Rate, using their best good faith efforts. If Landlord and Tenant fail to reach agreement on the Fair Market Rental Rate within thirty (30) days after the expiration of Tenant’s Review Period (“Outside Agreement Date”), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with or without an increased the procedure set forth below. (b) If Landlord fails to timely generate and deliver the initial Option Rent Notice which triggers the negotiations procedure of Section 2.2(a) above, then Tenant may commence such negotiations by providing written notice of Tenant’s suggested Fair Market Rental Rate, in which event Landlord shall have thirty (30) days (“Landlord’s Review Period”) after receipt of Tenant’s notice of its proposed rental rate of interest notwithstanding that there may within which to accept such proposed rental. In the event Landlord fails to accept in writing the rental proposed by Tenant, then such proposal shall be subsequent encumbrancersdeemed rejected, and it Landlord and Tenant shall not be necessary attempt in good faith to register any agree upon such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this MortgageFair Market Rental Rate, using their best good faith efforts. If the Mortgagor makes any payments parties fail to reach agreement within thirty (30) days following Landlord’s Review Period (which shall be, in such event, the “Outside Agreement Date” in lieu of the above definition of such date), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Rental Rate and such determination shall be submitted to a Qualified Appraiser as set forth below. (c) For purposes of this Lease, the term “Fair Market Rental Rate” shall mean the annual amount per square foot that tenants are paying in then-current transactions between landlords and non-affiliated parties from new or renewal, non-expansion (unless the expansion is pursuant to a comparable definition of Fair Market Rental Rate), non-equity tenants of comparable credit-worthiness, for comparable space, for a comparable use for a comparable period of time (“Comparable Transactions”). In determining Comparable Transactions with respect to the Mortgagee after expiration Building at 10000 Xx Xxxxxx Xxxx, the applicable market is to be the Del Mar Heights office submarket in San Diego, California, and with respect to the Building at 10000 Xx Xxxxxx Xxxx, the applicable market is to be the Txxxxx Xxxxx, UTC, and Sorrento Mesa laboratory submarkets within San Diego, California. In any determination of Comparable Transactions, appropriate consideration shall be given to the original term annual rental rates per rentable square foot, the standard of this Mortgage measurement by which the rentable square footage is measured, the ratio of rentable square feet to the usable square feet, the type of escalation clause (e.g., whether increases in additional rent are determined on a net or any gross basis), parking rights and obligations, signage rights, abatement provisions reflecting free rent and/or no rent during the period of construction or subsequent term agreed to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee commencement date as to the terms space in question, brokerage commissions, if any, which would be payable by Landlord in similar transactions, length of payment lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, the condition of the balance base building and the landlord’s responsibility with respect thereto, the value, if any, of the money then repaid, any existing tenant improvements and other generally applicable conditions of tenancy for such payment shall not be deemed to have renewed Comparable Transactions. The parties acknowledge and agree that the term intent of this Mortgage paragraph is to ensure that Tenant will obtain the same rent and other economic benefits that Landlord would otherwise give in Comparable Transactions and that Landlord will make and receive the same economic payments and concessions that Landlord would otherwise make and receive in Comparable Transactions with another tenant for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay Premises as if Tenant hereunder elected not to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and exercise its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the MortgagorRenewal Option(s).

Extension of Term. This Mortgage may be renewed 34.1 Tenant named herein and any Permitted Transferee (but not any assignee of Tenant or extended by an agreement in writing at maturity for such Permitted Transferee) shall have two (2) options (each, a “Renewal Option”) (which is not assignable to any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments to the Mortgagee after expiration of the original term permitted assignee of this Mortgage or any subsequent term agreed Lease) to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed extend the term of this Mortgage lease for additional periods of ten (10) years each (each, a “Renewal Term”), the first of which shall commence on the day immediately following the Expiration Date. Each Renewal Option may be exercised with respect to the entire Demised Premises only and shall be exercisable by Tenant delivering the renewal notice to Landlord with respect to the applicable Renewal Term no later than nine (9) months prior to the commencement of the applicable Renewal Term. Time is of the essence with respect to the giving of each renewal notice. Tenant may not exercise its Renewal Option if it is in default hereunder after notice and expiration of the applicable grace period on the date of the giving of the renewal notice, or if any Rent is owing to Landlord at the time of such notice. 34.2 If Tenant exercises a Renewal Option, the applicable Renewal Term shall be upon the same terms, covenants and conditions as those contained in this Lease, except that: (a) the fixed rent shall be the fixed rent as determined pursuant to Section 34.3 hereof; (b) Tenant shall continue to pay Tenant’s Share of Additional Expenses and Additional Taxes pursuant to Article 5 hereof; and (c) except as otherwise set forth in this Lease to the contrary, Landlord shall have no obligation to contribute any funds to Tenant for alterations to the Demised Premises or to grant Tenant any rent concession or abatement. For purposes of this Lease, if Tenant exercises a Renewal Option, the Expiration Date shall be deemed to be the day which is the last day of the Renewal Term. 34.3 For each Renewal Term, the Basic Rental (the “Renewal Rent”) shall be an amount equal to one hundred per cent (100%) of the fair market rent of the Demised Premises (as hereinafter defined) per annum. 34.4 For purposes hereof, the term “fair market rent” shall mean a rent per square foot per annum for similar first class office buildings in the Pontiac, Michigan area for ten (10) year leases entered into at or about the beginning of the applicable renewal term by a landlord not compelled to lease and a tenant not compelled to rent, without consideration of either improvements made by Tenant or by Landlord to the Demised Premises, but otherwise considering the terms and conditions of this Lease, including those set forth in Article 5 above and all other relevant factors. In no event shall the Renewal Rent be determined to be less than the Basic Rental applicable for the unexpired term last month of the prior Term or Renewal Term. Said rent per square foot per annum shall be multiplied by the then rentable square footage of the Demised Premises, and the product thereof shall be the fair market rent. In the event that Landlord and Tenant are unable to reasonably agree on the fair market rent at least one hundred twenty (120) days prior to the commencement of the applicable renewal term, then either party may request arbitration by giving notice to the other party, and each party shall promptly choose an arbitrator who is a senior officer of a recognized Detroit or Southfield leasing brokerage or real estate consulting firm who shall have at least ten (10) years experience in (i) the leasing of similar office space in the Pontiac, Michigan area, or (ii) the appraisal of similar first-class office buildings in the Pontiac, Michigan area. The two (2) arbitrators shall then determine the fair market rent within sixty (60) days after the appointment of each arbitrator, and if the two (2) arbitrators are unable to agree upon the fair market rent within such sixty (60)-day period, then a third (3rd) arbitrator with the same qualifications as the first two (2) arbitrators shall be selected by the two (2) arbitrators (or if they are unable to agree then the selection shall be made by the American Arbitration Association or any organization successor thereto), and the third (3rd) arbitrator shall determine the fair market rent within thirty (30) days thereafter in accordance with the following procedure: the arbitrator selected by Landlord and the arbitrator selected by Tenant shall each make a separate determination of the fair market rent. The determination made by Landlord’s arbitrator is hereinafter referred to as “Landlord’s Determination” and the determination made by Tenant’s arbitrator is hereinafter referred to as “Tenant’s Determination”. Each arbitrator shall deliver a copy of its determination to the third (3rd) arbitrator and to the other of the two (2) arbitrators. No changes in the determinations will be allowed. The determination of fair market rent by the third (3rd) arbitrator shall be either the amount set forth in Landlord’s Determination or the amount set forth in Tenant’s Determination. The third (3rd) arbitrator may not select any other amount as the fair market rent. The third arbitrator shall hold such hearings and receive such evidence as to fair market value as he or she deems appropriate. The fair market rent as so determined by the third arbitrator shall be binding upon the parties. Each party shall be responsible for the fees and expenses of the arbitrator selected by it and the parties shall share equally the fees and expenses of the third (3rd) arbitrator and of the American Arbitration Association. It is expressly understood that any determination of the fair market rent pursuant to this Lease shall be based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained criteria stated in this paragraph shall confer any right of renewal or extension upon the MortgagorArticle 34.

Extension of Term. This Mortgage may (i) Landlord and Tenant agree that the term of the Lease shall be renewed or extended by for an agreement additional period of five (5) years (the “Extension Term”), commencing March 1, 2005 (the “Extension Date”) and expiring February 28, 2010. Tenant agrees to accept the Premises in writing at maturity for any term with or without an increased rate their current condition as of interest notwithstanding that there may be subsequent encumbrancers, the Effective Date and it Landlord shall not be necessary to register responsible for performing any such agreement in order to retain priority for this Mortgage so altered over work or furnishing any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments materials to the Mortgagee after expiration Premises. (ii) Landlord and Tenant confirm that the monthly base rent payable as of the original term Effective Date until the Extension Term is $40,291.35. Commencing as of this Mortgage or any the Extension Term, the monthly base rent payable by Tenant to Landlord will be $37,359.58, which was calculated as follows: $3.50 per square foot multiplied by 128,090 square feet divided by twelve. (iii) Commencing March 1, 2006 and as of each subsequent term agreed to in writing between one year anniversary of the Mortgagor Extension Date (each, an “Adjustment Date”), the monthly base rent shall be increased by the greater of: (A) one percent (1%), and (B) the product of the then current monthly base rent multiplied by a fraction, the denominator of which is the CPI (as hereafter defined) for the month of December two years preceding the Adjustment Date, and the Mortgagee without first having agreed in writing with numerator of which is the Mortgagee CPI for December of the year preceding the Adjustment Date. “CPI” shall mean the United States Department of Labor’s Bureau of Labor Statistics’ Consumer Price Index, All Urban Consumers, All Items (Not Seasonally Adjusted), South Region (1982-84=100), or the successor of such index, or if no successor index is designated, then such other index as Landlord and Tenant shall mutually designate. Should Landlord lack sufficient data to determine the increase prior to the terms of payment applicable Adjustment Date or if Tenant shows evidence that the Landlord’s determination of the balance of amount was incorrectly calculated, then Tenant shall continue to pay monthly base rent at the money then repaid, any such payment shall not be deemed to have renewed the term of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay rate in effect immediately prior to the Mortgagee Adjustment Date. Promptly after Landlord obtains the necessary data and determines the amount of any renewal the increase or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge parties mutually agree on the Mortgaged Premises prior to amount of the increase (as the case may be), then Landlord shall notify Tenant of the amount of the adjustment in writing (the “Adjustment Notice”). Within thirty (30) days of receipt of the Adjustment Notice, Tenant shall pay Landlord all claims thereon subsequent to this Mortgage, additional monthly base rent due and shall be payable on demand. Nothing contained account of the increase in this paragraph shall confer any right rent after the Adjustment Date until the date of renewal or extension upon receipt of the MortgagorAdjustment Notice.

Extension of Term. This Mortgage may be renewed or extended by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments to the Mortgagee after expiration of the original term of this Mortgage or any subsequent term agreed to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed the term of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, Mortgage and all solicitor's charges or commissions commissions, on a solicitor and its client basis basis, incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the Mortgagor.

Extension of Term. This Mortgage may be renewed 34.1 Tenant named herein and any Permitted Transferee (but not any assignee of Tenant or extended by an agreement in writing at maturity for such Permitted Transferee) shall have two (2) options (each, a “Renewal Option”) (which is not assignable to any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments to the Mortgagee after expiration of the original term permitted assignee of this Mortgage or any subsequent term agreed Lease) to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed extend the term of this Mortgage lease for additional periods of five (5) years each (each, a “Renewal Term”), the first of which shall commence on the day immediately following the Expiration Date. Each Renewal Option may be exercised with respect to the entire Demised Premises only and shall be exercisable by Tenant delivering the renewal notice to Landlord with respect to the applicable Renewal Term no later than nine (9) months prior to the commencement of the applicable Renewal Term. Time is of the essence with respect to the giving of each renewal notice. Tenant may not exercise its Renewal Option if it is in default hereunder after notice and expiration of the applicable grace period on the date of the giving of the renewal notice, or if any Rent is owing to Landlord at the time of such notice. 34.2 If Tenant exercises a Renewal Option, the applicable Renewal Term shall be upon the same terms, covenants and conditions as those contained in this Lease, except that: (a) the fixed rent shall be the fixed rent as determined pursuant to Section 34.3 hereof; (b) Tenant shall continue to pay Tenant’s Share of Additional Expenses and Additional Taxes pursuant to Article 5 hereof; and (c) except as otherwise set forth in this Lease to the contrary, Landlord shall have no obligation to contribute any funds to Tenant for alterations to the Demised Premises or to grant Tenant any rent concession or abatement. For purposes of this Lease, if Tenant exercises a Renewal Option, the Expiration Date shall be deemed to be the day which is the last day of the Renewal Term. 34.3 For each Renewal Term, the Basic Rental (the “Renewal Rent”) shall be an amount equal to one hundred percent (100%) of the fair market rent of the Demised Premises (as hereinafter defined) per annum. 34.4 For purposes hereof, the term “fair market rent” shall mean a rent per square foot per annum for similar commercial buildings in the Pontiac, Michigan area for five (5) year leases entered into at or about the beginning of the applicable renewal term by a landlord not compelled to lease and a tenant not compelled to rent, without consideration of either improvements made by Tenant or by Landlord to the Demised Premises, but otherwise considering the terms and conditions of this Lease, including those set forth in Article 5 above and all other relevant factors. In no event shall the Renewal Rent be determined to be less than the Basic Rental applicable for the unexpired term last month of the prior Term or Renewal Term. Said rent per square foot per annum shall be multiplied by the then rentable square footage of the Demised Premises, and the product thereof shall be the fair market rent. In the event that Landlord and Tenant are unable to reasonably agree on the fair market rent at least one hundred twenty (120) days prior to the commencement of the applicable renewal term, then either party may request arbitration by giving notice to the other party, and each party shall promptly choose an arbitrator who is a senior officer of a recognized Detroit or Southfield leasing brokerage or real estate consulting firm who shall have at least ten (10) years experience in (i) the leasing of similar space in the Pontiac, Michigan area, or (ii) the appraisal of similar first-class office buildings in the Pontiac, Michigan area. The two (2) arbitrators shall then determine the fair market rent within sixty (60) days after the appointment of each arbitrator, and if the two (2) arbitrators are unable to agree upon the fair market rent within such sixty (60)-day period, then a third (3rd) arbitrator with the same qualifications as the first two (2) arbitrators shall be selected by the two (2) arbitrators (or if they are unable to agree then the selection shall be made by the American Arbitration Association or any organization successor thereto), and the third (3rd) arbitrator shall determine the fair market rent within thirty (30) days thereafter in accordance with the following procedure: the arbitrator selected by Landlord and the arbitrator selected by Tenant shall each make a separate determination of the fair market rent. The determination made by Landlord’s arbitrator is hereinafter referred to as “Landlord’s Determination” and the determination made by Tenant’s arbitrator is hereinafter referred to as “Tenant’s Determination”. Each arbitrator shall deliver a copy of its determination to the third (3rd) arbitrator and to the other of the two (2) arbitrators. No changes in the determinations will be allowed. If the difference between the Landlord’s Determination and Tenant’s Determination shall be ten percent (10%) or less, the fair market rent shall be the average of the Landlord’s Determination and Tenant’s Determination. Otherwise, the determination of fair market rent by the third (3rd) arbitrator shall be either the amount set forth in Landlord’s Determination or the amount set forth in Tenant’s Determination. The third (3rd) arbitrator may not select any other amount as the fair market rent. The third arbitrator shall hold such hearings and receive such evidence as to fair market value as he or she deems appropriate. The fair market rent as so determined by the third arbitrator shall be binding upon the parties. Each party shall be responsible for the fees and expenses of the arbitrator selected by it and the parties shall share equally the fees and expenses of the third (3rd) arbitrator and of the American Arbitration Association. It is expressly understood that any determination of the fair market rent pursuant to this Lease shall be based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained criteria stated in this paragraph shall confer any right of renewal or extension upon the MortgagorArticle 34.

Extension of Term. This Mortgage may In the event Sublandlord extends the term of the Prime Lease as therein provided, Sublandlord shall so notify Subtenant promptly, and the Term of this Sublease, at the option of Subtenant, shall be renewed extended up to July 31, 2007 upon the same terms and conditions as herein expressed and at the Basic Rent, which shall be the higher of: (i) a twenty-five percent (25%) discount to the then current Fair Market Rental Value (as hereinafter defined) of the Subleased Premises in its then condition ; or extended (ii) the rate of the Annual Fixed Rent paid by an agreement Sublandlord to the Prime Landlord under the Prime Lease, calculated to reflect only the premises then constituting the Subleased Premises. Within thirty (30) days after Sublandlord notifies Subtenant of the extension of the Term, Sublandlord shall also notify Subtenant in writing at maturity of Sublandlord's reasonable determination of the Basic Rent for the Subleased Premises during such extended Term, which amount shall be based on the market rate. Such amount shall be the "Fair Market Rental Value" unless Subtenant objects to Sublandlord's determination within fifteen (15) days from Subtenant's receipt of Sublandlord's notice that Subtenant does not agree with Sublandlord's determination, in which case the phrase "Fair Market Rental Value" shall mean the then prevailing market rate for base minimum rental, calculated on a per square foot basis for leases covering buildings comparable to the Building (as adjusted for any term variances between such buildings and the Building) located in the Cambridge, Massachusetts metropolitan area (hereinafter referred to as the "Market Area") as determined by the following appraisal procedure: In the event that Subtenant notifies Sublandlord that Subtenant disagrees with or Sublandlord's determination of the Fair Market Rental Value for the extension Term, then Subtenant shall specify, in such notice to Sublandlord, Subtenant's selection of a real estate appraiser who shall act on Subtenant's behalf in determining the Fair Market Rental Value. Within twenty (20) days after Sublandlord's receipt of Subtenant's selection of a real estate appraiser, Sublandlord, by written notice to Subtenant, shall designate a real estate appraiser, who shall act on Sublandlord's behalf in the determination of the Fair Market Rental Value. Within twenty (20) days of the selection of Sublandlord's appraiser, the two (2) appraisers shall render a joint written determination of the Fair Market Rental Value, which determination shall take into consideration any differences between the Building and those buildings comparable to the Building located in the Market Area, including without an increased rate limitation age, location, setting and type of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgagebuilding. If the Mortgagor makes any payments two (2) appraisers are unable to agree upon a joint written determination within said twenty (20) day period, the Mortgagee two appraisers shall select a third appraiser within such twenty (20) period. Within twenty (20) days after expiration the appointment of the original term of this Mortgage or any subsequent term agreed to in writing between third appraiser, the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment third appraiser shall render a written determination of the balance Fair Market Rental Value. The average of the money then repaid, any such payment shall not be deemed to have renewed the term of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts three determinations shall be added to the Principal Amount final and conclusive Fair Market Rental Value. All appraisers selected in accordance with this Section shall bear interest have at least ten (10) years prior experience in the Mortgage Interest Rate and shall, with such interest, be a charge on commercial leasing market of the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, Market Area and shall be payable on demandmembers of the American Institute of Real Estate Appraisers or similar professional organization. Nothing contained in If either Sublandlord or Subtenant fails or refuses to select an appraiser, the other appraiser shall alone determine the Fair Market Rental Value. Sublandlord and Subtenant agree that they shall be bound by the determination of Fair Market Rental Value pursuant to this paragraph Section. Sublandlord shall confer any right bear the fee and expenses of renewal or extension upon its appraiser; Subtenant shall bear the Mortgagorfee and expense of its appraiser; and Sublandlord and Subtenant shall share equally the fee and expenses of the third appraiser, if any.

Extension of Term. This Mortgage Provided that no Event of Default exists either at the time of exercise or at the time for commencement of each extension, Tenant may be renewed or extended extend the Term of this Lease for up to two consecutive periods of five years each. Tenant must exercise each such right of extension by an agreement in writing delivering written notice of Tenant’s exercise at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments least twelve (12) months prior to the Mortgagee after expiration of the original term Term (as it may have been extended). Each extension of the Term will be on the same terms, covenants and conditions as in this Mortgage Lease as are in effect at the time of the commencement of the applicable extension (provided that Tenant is not entitled to an Improvement Allowance with respect to any extension), other than Basic Rent. Basic Rent for each extension period will be 95% of the Fair Market Basic Rent for the extension period. In no event will the Fair Market Basic Rent for an extension of the Term be less than the Basic Rent (exclusive of temporary abatements) payable by Tenant for the Lease Year immediately prior to commencement of the applicable extension period. Not earlier than sixteen (16) months, nor later than fourteen (14) months, before the date of expiration of the initial Term or of any subsequent term agreed to extension of the Term, as the case may be, Tenant may request in writing between that Landlord advise Tenant of Landlord’s estimated Fair Market Basic Rent for the Mortgagor Premises for the next extension of the Term. Within thirty (30) days after receipt of such request, Landlord shall respond with a written quotation of the applicable Fair Market Basic Rent (“Landlord’s Quote”) and if Landlord fails to do so, then the Mortgagee without first having agreed in writing with deadline for exercising any extension of the Mortgagee as Term pursuant to this Section 1.3 shall be extended to the terms date that is thirty (30) days after Tenant’s receipt of payment Landlord’s Quote. Tenant’s failure to timely request that Landlord provide Landlord’s Quote is a waiver of Tenant’s right to extend the Term. After receipt of Landlord’s Quote, if Tenant timely gives notice of its exercise of the balance extension of the money Term and does not in such notice contest Landlord’s Quote, then repaid, any such payment shall not be deemed to have renewed the term of this Mortgage for applicable Fair Market Basic Rent during the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or applicable extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts Term shall be added to as provided in Landlord’s Quote. After receipt of Landlord’s Quote, if Tenant timely gives notice of its exercise of the Principal Amount extension of the Term and shall bear interest at in such notice contests Landlord’s Quote, then the Mortgage Interest Rate and shall, with such interest, be a charge on applicable Basic Rent during the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and applicable extension of the Term shall be payable on demanddetermined in accordance with Section 1.4 below. Nothing contained in this paragraph shall confer any Tenant’s failure to timely give notice to Landlord of Tenant’s election to extend the Term is a waiver of Tenant’s right of renewal or extension upon to extend the MortgagorTerm.

Extension of Term. This Mortgage may be renewed Unless Lessee purchases the Equipment or extended by an agreement in writing renews the Term pursuant to the applicable Schedule, or acquires the Equipment pursuant to Section 13 hereof, Lessee shall, at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancersits expense, deinstall, inspect, test, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If properly pack the Mortgagor makes any payments to Equipment, and return the Mortgagee after Equipment at the expiration of the original term Term, free of all liens and rights of others, by delivering it on board such common carrier as Lessor may specify with freight prepaid to any destination within the United States of America specified by Lessor. If Lessor so requests, Lessor and its agents shall have the right to enter upon any premises where Equipment may be located to perform any of Lessee's tasks noted above in this Mortgage Section 18, and Lessee shall reimburse Lessor for all costs and expenses Lessor incurs in fulfilling such tasks. Lessee agrees that the Equipment, when returned to Lessor, shall be in the same condition as when delivered to Lessee, reasonable wear and tear excepted, and certified as being eligible for Seller's or the manufacturer's generally available maintenance contract at then prevailing rates, without Lessor incurring any subsequent term agreed expense to repair, rehabilitate or certify such Equipment (Lessee shall be liable for all costs and expenses Lessor incurs to place the Equipment in writing between such condition. If requested by Lessor, Lessee, at its expense, shall store the Mortgagor Equipment on its premises for a reasonable period, during which period the Equipment shall be subject to all of the terms and conditions hereof, except for the Mortgagee without first having agreed obligation to make Rental Payments. In all instances where Lessee is returning Equipment to Lessor, Lessee shall give Lessor written notice thereof in writing accordance with the Mortgagee as to the terms of payment the applicable Schedule. If Lessee fails to provide the aforementioned notice or return the Equipment to Lessor in the time and manner provided above, the Term shall be extended in accordance with the terms of the balance applicable Schedule. If any Schedule is extended pursuant to the preceding sentence, Lessee shall continue to pay the higher of the money then repaid, any such payment shall not be deemed periodic Rental Payments in effect prior to have renewed the expiration of the ten existing term of this Mortgage the applicable Schedule (whether it be the Initial Term or any Renewal Term (Applicable Term)) or such other periodic rental payment amount as is specified for such extension period in the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this MortgageSchedule, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts other provisions of this Agreement shall be added continue to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the Mortgagorapply.

Extension of Term. This Mortgage may be renewed or extended by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments (a) Subject to the Mortgagee after expiration provisions of Section 38.04 hereof, Tenant, at Tenant's sole option, shall have the original term of this Mortgage or any subsequent term agreed right to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed extend the term of this Mortgage Lease for an additional term of five (5) years commencing on the day following the last day of the initial term of this Lease (hereinafter referred to as the "Commencement Date of the Extension Term") and ending on the last day of the month in which the fifth (5th) anniversary of the day preceding the Commencement Date of the Extension Term occurs (such additional term is hereinafter called the "Extension Term") provided that: (i) Tenant shall give Landlord notice (hereinafter called the "Extension Notice") of its election to extend the term of the Lease not later than twelve (12) months prior to the Expiration Date, and (ii) Tenant shall not be in default under this Lease after notice and the expiration of any applicable cure periods either as of the time of the giving of the Extension Notice or the Commencement Date of the Extension Term (which requirement Landlord may waive in its sole and absolute discretion), and (iii) The Tenant named herein shall, as of the date of the giving of the Extension Notice and as of the Commencement Date of the Extension Term, be in actual occupancy of one hundred (100%) percent of the rentable square foot area of the Premises, provided that such occupancy requirement may be waived by Landlord in its sole discretion at any time. (b) The Fixed Rent payable by Tenant to Landlord during the Extension Term shall be the higher of(i) the fair market rent for the unexpired Premises as determined by Landlord and set forth in a written notice to Tenant, which determination shall be as of the date (hereinafter called the "Determination Date") occurring six (6) months prior to the Commencement Date of the Extension Term and which determination shall be made by Landlord and given in writing to Tenant within a reasonable period of time after the occurrence of the Determination Date, or (ii) an amount equal to twelve (12) times the sum of the monthly Fixed Rent, Operating Payment, and Tax Payment payable by Tenant with respect to the Premises for the last full month of the initial term of years based this Lease, without giving effect to any abatement, credit -or offset then in effect (hereinafter called the "Original Term Escalated Rent"). For the purposes of determining the fair market rent for the Premises during the Extension Term pursuant to this Article 38, the determination shall take into account all then-relevant factors. Effective as of the Commencement Date of the Extension Term, (1) the Base Operating Amount shall be the Operating Expenses for the calendar year immediately preceding the calendar year in which occurs the Commencement Date of the Extension Term; and (2) the Base Tax Amount shall be the taxes for the last complete Tax Year ending immediately prior to the occurrence of the Commencement Date of the Extension Term, as finally determined. (a) In the event Tenant gives the Extension Notice in accordance with the provisions of Section 38.01 hereof and Tenant disputes the fair market rent as determined by Landlord pursuant to Section 38.01(b) hereof, then at any time on or before the remaining amortization date occurring thirty (30) days after Tenant has been notified by Landlord of this MortgageLandlord's determination of the fair market rent, Tenant may initiate the arbitration process provided for herein by giving notice to that effect to Landlord, and if Tenant so initiates the arbitration process such notice shall specify the name and address of the person designated to act as an arbitrator on its behalf. If Xxxxxx fails to initiate the arbitration process as provided above, time being of the essence, then Landlord's determination of the Fixed Rent during the Extension Term shall be conclusive. Within thirty (30) days after the Landlord's receipt of notice of the designation of Tenant's arbitrator, Landlord shall give notice to Tenant specifying the name and address of the person designated to act as an arbitrator on its behalf. If Landlord fails to notify Tenant of the appointment of its arbitrator within the time above specified, then Tenant shall provide an additional notice to Landlord requiring Xxxxxxxx's appointment of an arbitrator within twenty (20) days after Xxxxxxxx's receipt thereof. If Landlord fails to notify Tenant of the appointment of its arbitrator within the time specified by the second notice, the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The Mortgagor two arbitrators so chosen shall meet within ten (10) days after the second arbitrator is appointed, and if, within sixty (60) days after the second arbitrator is appointed, the two arbitrators shall not agree upon a determination of the Fixed Rent for the Extension Term, they shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within eighty (80) days after the appointment of the second arbitrator, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any organization successor thereto) in accordance with its rules then prevailing or if the American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within fifteen (15) days after such request is made, then either party may apply, on notice to the other, to the Supreme Court, New York County, New York (or any other court having jurisdiction and exercising functions similar to those now exercised by said Court) for the appointment of such third arbitrator. The majority of the arbitrators shall determine the fair market rent of the Premises for the Extension Term and render a written certified report of their determination to both Landlord and Tenant within sixty (60) days of the appointment of the first two arbitrators or sixty (60) days from the appointment of the third arbitrator, if such third arbitrator is appointed pursuant to this Section 38.02; and the fair market rent, so determined, shall be applied to determine the Fixed Rent for the Premises during the Extension Term; provided, however that in no event shall the Fixed Rent for the Extension Term be less than the Original Term Escalated Rent. (b) Each party shall pay to the Mortgagee fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the attorneys fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally. (c) Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing and renting of office space in first class office buildings in New York County. (d) In the event the Tenant initiates the aforesaid arbitration process and as of the Commencement Date of the Extension Term the amount of the fair market rent has not been determined, Tenant shall pay the amount determined by Landlord to be the fair market rent for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the Commencement Date of the Extension Term. In the event that such determination shall result in an overpayment by Tenant of any renewal or extension fee charged Fixed Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination. 38.03. Except as provided in Section 38.01 hereof, Xxxxxx's occupancy of the Mortgagee Premises during the Extension Term shall be on the same terms and conditions as are in connection with effect immediately prior to the renewal or extension expiration of the initial term of this MortgageLease; provided, however, Tenant shall have no further right to extend the term of this Lease pursuant to this Article 38 and all solicitor's charges Tenant shall not be entitled to any rental abatement or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extensionwork allowance provided herein. 38.04. If the Mortgagor Tenant does not pay timely send the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added Extension Notice pursuant to the Principal Amount and provisions of Section 38.01 hereof, this Article 38 shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, have no force or effect and shall be payable deemed deleted from this Lease. Time shall be of the essence with respect to the giving of the Extension Notice. The termination of this Lease during the initial term hereof shall also terminate and render void any option or right on demandTenant's part to extend the term of this Lease pursuant to this Article 38 whether or not such option or right shall have theretofore been exercised. Nothing contained None of Tenant's options or elections set forth in this paragraph Article 38 may be severed from this Lease or separately sold, assigned or transferred. 38.05. If Tenant exercises its right to extend the term of this Lease for the Extension Term pursuant to this Article 38, the phrases "the term of this lease" or "the term hereof' as used in this Lease, shall confer any be construed to include the Extension Term, and the Expiration Date shall be construed to be the date of the expiration of the Extension Term. 38.06. if this Lease is renewed for the Extension Term, then Landlord or Tenant can request the other party hereto to execute, acknowledge and deliver an instrument in form for recording setting forth the exercise of Tenant's right to extend the term of renewal or extension upon this Lease and the Mortgagorlast day of the Extension Term.

Extension of Term. This Mortgage Section 40.1 Tenant named herein shall have the option (the "renewal option") to extend the Term for an additional period (the "renewal term"), which shall commence on the day immediately following the Fixed Expiration Date and shall end on the fifth (5th) anniversary of the Fixed Expiration Date. The renewal option may be renewed or extended by an agreement in writing at maturity for any term exercised with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, and it shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments respect to the Mortgagee entire Premises only and shall be exercisable by Tenant delivering the renewal notice to Landlord with respect to the renewal term no later than twelve (12) full calendar months prior to the Fixed Expiration Date. Time is of the essence with respect to the giving of the renewal notice. Tenant may not exercise its renewal option if it is in default hereunder after notice and expiration of the original applicable grace period on the date of the giving of the renewal notice or the commencement of the renewal term, or if it is in occupancy of less than 75% of the Premises on the first day of the renewal term. Section 40.2 If Tenant exercises the renewal option, the renewal term shall be upon the same terms, covenants and conditions as those contained in this Lease, except that (i) the Fixed Rent shall be the Fixed Rent as determined pursuant to Subsection 40.3 hereof, (ii) Tenant shall continue to pay Escalation Rent pursuant to Article 27 hereof, and (iii) Landlord shall have no obligation to perform any work and/or contribute any funds to Tenant for alterations to the Premises or to grant Tenant any rent concession or abatement therefor. Section 40.3 For the renewal term, the Fixed Rent (the "renewal rent") shall be an amount equal to the greater of (i) ninety-five percent (95%) of the fair market rent (as hereinafter defined) per annum, and (ii) the then fully escalated Fixed Rent and Escalation Rent payable per annum payable by Tenant during the last year of the Term. Section 40.4 For purposes hereof, the term "fair market rent" shall mean a rent per square foot per annum for comparable space in comparable buildings in midtown Manhattan bounded by Third and Sixth Avenues on the East and West and 00xx Xxxxxx and 60th Street on the South and North for five (5) year leases entered into at or about the Expansion Space Commencement Date, or the beginning of the renewal term, as applicable, without consideration of either improvements made by Tenant or by Landlord to the Premises (except improvements to be made by Landlord to the Expansion Space) but otherwise considering the (i) terms and conditions of this Mortgage Lease, including those in Section 39.2 or 40.2, as applicable, (ii) whether or not Tenant shall receive any subsequent term agreed to in writing between rent credit, free rent, work allowance or rent concession for the Mortgagor Expansion Space or renewal term, as applicable, and the Mortgagee without first having agreed in writing with the Mortgagee as to (iii) any other 77 factors deemed relevant by either party, including the terms of payment leases entered into at the time for comparable spaces with comparable terms. Said rent per square foot per annum shall be multiplied by the rentable square foot area of the balance Expansion Space, with respect to the Expansion Space and the Space Factor with respect to the renewal term, and the product thereof shall be the fair market rent. In the event that Landlord and Tenant are unable to agree on the fair market rent at least one hundred twenty (120) days prior to the Expansion Space Commencement Date or commencement of the money renewal term, as the case may be, then repaideither party may request arbitration by giving notice to the other party, and each party shall promptly choose an arbitrator who is a senior officer of a recognized New York City leasing brokerage or real estate consulting firm who shall have at least ten (10) years experience in (i) the leasing of office space in midtown Manhattan or (ii) the appraisal of first-class office buildings in New York County. The two arbitrators shall then determine the fair market rent within sixty (60) days after the appointment of each , and if the two arbitrators are unable to agree upon the fair market rent within such sixty (60) day period, then a third arbitrator with the same qualifications as the first two arbitrators shall be selected by the two arbitrators (or if they are unable to agree then the selection shall be made by the American Arbitration Association or any organization successor thereto), and the third arbitrator shall determine the fair market rent within thirty (30) days thereafter in accordance with the following procedure. The arbitrator selected by Landlord and the arbitrator selected by Tenant shall each make a separate determination of the fair market rent. The determination made by Landlord's arbitrator is hereinafter referred to as "Landlord's Determination" and the determination made by Tenant's arbitrator is hereinafter referred to as "Tenant's Determination". Each arbitrator shall deliver a copy of its determination to the third arbitrator and to the other of the two arbitrators. Each of the two arbitrators may, within five (5) days following receipt of the other's determination, change it's determination and deliver a copy of such payment changed determination to the third arbitrator and to the other of the two arbitrators. No further changes in the determinations will be allowed. The determination of fair market rent by the third arbitrator shall be either the amount set forth in Landlord's Determination or the amount set forth in Tenant's Determination. The third arbitrator may not select any other amount as the fair market rent. The fair market rent as so determined by the third arbitrator shall be deemed to have renewed binding upon the term of this Mortgage parties. Each party shall be responsible for the unexpired term fees and expenses of years the arbitrator selected by it and the parties shall share equally the fees and expenses of the third arbitrator and of the American Arbitration Association. It is expressly understood that any determination of the fair market rent pursuant to this Lease shall be based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained criteria stated in this paragraph shall confer any right of renewal or extension upon the MortgagorArticle 40.

Extension of Term. This Mortgage may 1.4.1. Provided that as of the time of the giving of the First Renewal Notice and the Commencement Date of the First Renewal Term (as those terms are hereinafter defined), (x) Tenant or a Related Assignee is the Tenant originally named herein, (y) Tenant or its Related Assignee leases the entire Building and the Lease Guaranty from Guarantor remains in full force and effect, and (z) no uncured Event of Default exists, subject to available notice and cure rights, then Tenant shall have the right to extend the Lease Term for an additional term of five (5) years (such additional term is hereinafter called the “First Renewal Term”) commencing on the day following the expiration of the Lease Term (hereinafter referred to as the “Commencement Date of the First Renewal Term”). Tenant shall give Landlord written notice (hereinafter called the “First Renewal Notice”) of its election to extend the term of the Lease Term at least twelve (12) months prior to the scheduled expiration date of the Lease Term. 1.4.2. Provided that as of the time of the giving of the Second Renewal Notice and the Commencement Date of the Second Renewal Term (as those terms are hereinafter defined) (x) Tenant or a Related Assignee is the Tenant originally named herein, (y) Tenant or its Related Assignee leases the entire Building and the Lease Guaranty from Guarantor remains in full force and effect, and (z) no uncured Event of Default exists, subject to available notice and cure rights, and provided Tenant has exercised its option for the First Renewal Term, then Tenant shall have the right to extend the Lease Term for an additional term of five (5) years (such additional term is hereinafter called the “Second Renewal Term”) commencing on the day following the expiration of the First Renewal Term (hereinafter referred to as the “Commencement Date of the Second Renewal Term”). Tenant shall give Landlord written notice (hereinafter called the “Second Renewal Notice”) of its election to extend the term of the Lease Term at least twelve (12) months prior to the scheduled expiration date of the First Renewal Term. The First Renewal Term and the Second Renewal Term shall be renewed or extended collectively referred to hereinafter as the “Renewal Term.” The First Renewal Notice and the Second Renewal Notice are collectively referred to herein as the “Renewal Notice.” 1.4.3. The Basic Rent payable by an agreement Tenant to Landlord during the First Renewal Term and the Second Renewal Term shall be equal to ninety-five percent (95%) of the then-prevailing market rate for comparable space in comparable buildings in the vicinity of the Building (built after 2007 and of similar class and quality in the South Xxxxxxx County submarket), taking into account the size of the Lease, the length of the renewal term, credit of Tenant and Guarantor, costs of any Tenant’s Improvements, all market concessions, including allowances and free rent periods, and after such comparable buildings are adjusted upward to reflect fully assessed and fully taxed buildings (collectively defined herein as the “Fair Market Basic Rent”); provided in no event shall Landlord be required to accept a renewal of the Lease if the calculation of 95% of Fair Market Basic Rent during the Renewal Term is less than the then-current rental rate (unless otherwise agreed to by Landlord in writing at maturity Landlord’s sole discretion). 1.4.4. Landlord shall provide Tenant with its determination of Fair Market Basic Rent within the ten (10) days of Tenant’s election to exercise a renewal option. If Tenant disputes Landlord’s determination of Fair Market Basic Rent for an extension of the Term, Tenant will deliver notice of such dispute, together with Tenant’s proposed Fair Market Basic Rent, to Landlord within twenty (20) days of Tenant’s receipt of Landlord’s determination. The parties will then attempt in good faith to agree upon the Fair Market Basic Rent. If the parties fail to agree within twenty (20) days, then either party shall be entitled to give notice (the “Arbitration Notice”) to the other electing to have the Fair Market Basic Rent selected by an appraiser as provided in this section. Upon delivery and receipt of such Arbitration Notice, the parties will within seven (7) days thereafter mutually appoint an appraiser who will select (in the manner set forth below) the Fair Market Basic Rent (the “Deciding Appraiser”). The Deciding Appraiser must have at least five years of full-time commercial appraisal experience with Properties comparable to the Property and be a member of the American Institute of Real Estate Appraisers or a similar appraisal association. The Deciding Appraiser may not have any term material financial or business interest in common with either of the parties. If Landlord and Tenant are not able to agree upon a Deciding Appraiser within such seven (7) days, each party will within five (5) days thereafter separately select an appraiser meeting the criteria set forth above, which two appraisers will, within seven (7) days of their selection, mutually appoint a third appraiser meeting the criteria set forth above to be the Deciding Appraiser. Within seven (7) days of the appointment (by either method) of the Deciding Appraiser, Landlord and Tenant will submit to the Deciding Appraiser their respective determinations of Fair Market Basic Rent and any related information. Within twenty-one (21) days of such appointment of the Deciding Appraiser, the Deciding Appraiser will review each party’s submittal (and such other information as the Deciding Appraiser deems necessary) and will select, in total and without modification, the submittal presented by either Landlord or without an increased Tenant as the Fair Market Basic Rent. If the Deciding Appraiser timely receives one party’s submittal, but not both, the Deciding Appraiser must designate the submitted proposal as the Fair Market Basic Rent for the applicable extension of the Term. Any determination of Fair Market Basic Rent made by the Deciding Appraiser in violation of the provisions of this section shall be beyond the scope of authority of the Deciding Appraiser and shall be null and void. If the determination of Fair Market Basic Rent is made by a Deciding Appraiser, Landlord and Tenant will each pay, directly to the Deciding Appraiser, one-half (½) of all fees, costs and expenses of the Deciding Appraiser. Landlord and Tenant will each separately pay all costs, fees and expenses of their respective additional appraiser (if any) used to determine the Deciding Appraiser; provided in no event shall Landlord be required to accept a renewal of the Lease if the calculation of 95% of Fair Market Basic Rent during the Renewal Term is less than the then-current rental rate (unless otherwise agreed to by Landlord in writing at Landlord’s sole discretion). Notwithstanding anything to the contrary set forth above, the final determination of interest notwithstanding that there may Fair Market Basic Rent determined in connection with this Section 1.4.4 (the “Arbitrated Rental Rate”) must be subsequent encumbrancers, completed within ninety (90) days after receipt of the Arbitration Notice (but in no event less than eight (8) months prior to the expiration date of the Lease). Tenant shall have the right to terminate its option to renew hereunder in the event Tenant is not satisfied with the Arbitrated Rental Rate (as determined by Tenant in its sole discretion); provided: (i) Tenant must elect not to renew within thirty (30) days after receipt of the Arbitrated Rental Rate as provided in this Section 1.4 and it (ii) the Lease shall not be necessary automatically extended by one hundred eighty (180) days at the greater of: (i) the Basic Rent applicable to register any such agreement the last year of the immediately preceding Lease Term and (ii) the Arbitrated Rental Rate (the “Interim Rental Rate”) in order to retain priority provide Tenant with time to relocate - in which event Landlord and Tenant shall execute an amendment to the Lease which evidences the 180-day extension and the Interim Rental Rate through such 180-day extended term. 1.4.5. The determination of Basic Rent does not reduce the Tenant’s obligation to pay or reimburse Landlord for this Mortgage so altered over operating expenses and other reimbursable items as set forth in the Lease, and Tenant shall reimburse and pay Landlord as set forth in the Lease with respect to such operating expenses and other items with respect to the Premises during each Renewal Term; provided, however, the Expense Stop should be taken into consideration by the appraiser(s) in determining the Fair Market Basic Rent under Section 1.4.4 above). 1.4.6. Except for the Basic Rent as determined above, Tenant’s occupancy of the Premises during each Renewal Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the initial Lease Term or the First Renewal Term, as applicable, and such renewal must be for the entire Building (which includes any instrument registered subsequently space added to this Mortgagethe Premises); provided, however, Tenant shall have no further right to any allowances, credits or abatements or any options to renew or extend the Lease. 1.4.7. If Tenant does not give a particular Renewal Notice within the periods set forth above or if Tenant fails to satisfy the conditions precedent to exercise any of its Renewal Options, Tenant’s right to extend the Lease Term shall automatically terminate. Time is of the essence as to the giving of each Renewal Notice. 1.4.8. Landlord shall have no obligation to refurbish or otherwise improve the Premises for any of the Renewal Terms. The Premises shall be tendered on the Commencement Date of each Renewal Term in “as is” condition. 1.4.9. If the Mortgagor makes any payments Lease is extended for a Renewal Term, then Landlord shall prepare and Tenant shall execute an amendment to the Mortgagee after expiration Lease confirming the extension of the original term of this Mortgage or any subsequent term agreed to in writing between Lease Term for the Mortgagor applicable Renewal Term and the Mortgagee without first having agreed in writing with other provisions applicable thereto (the Mortgagee as “Amendment”). 1.4.10. If Tenant exercises its right to the terms of payment of the balance of the money then repaid, any such payment shall not be deemed to have renewed extend the term of this Mortgage the Lease for the unexpired Renewal Terms pursuant to this Section, the term of years based on “Lease Term” as used in the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this MortgageLease, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added construed to include, when practicable, the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained applicable Renewal Term except as provided in this paragraph shall confer any right of renewal or extension upon the MortgagorSection 1.4.8 above.

Extension of Term. This Mortgage may The term (the “Term”) of the Lease is presently due to expire on September 30, 2021. The Term of the Lease is hereby extended through the date ending sixty-four ( 64) months after the 11th Floor Premises Commencement Date, such ending date being known as the “Expiration Date.” As used herein, the “11th Floor Premises Commencement Date” shall mean the date upon which Landlord delivers to Tenant the premises measuring approximately 5,473 rentable square feet located on the eleventh (11th) floor of the Building and shown on Exhibit A attached hereto and made a part hereof (the “11th Floor Premises”) vacant and broom-clean. Landlord shall use commercially reasonable efforts to deliver the 11th Floor Premises to Tenant by December 1, 2018 (the “11th Floor Premises Target Delivery Date”), but Tenant shall have no claim against Landlord for failure to deliver the 11th Floor Premises to Tenant by such date. Notwithstanding the foregoing, (a) if the 11th Floor Premises Commencement Date has not occurred by December 31, 2018, then the Rent Abatement Period (as hereinafter defined) shall be renewed or extended by an agreement in writing at maturity one day for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancerseach day after December 31, 2018 until the 11th Floor Premises Commencement Date has occurred, and it (b) if the 11th Floor Premises Commencement Date still has not occurred by January 31, 2019, then the Rent Abatement Period shall be extended by two days for each day after January 31, 2019 until the 11th Floor Premises Commencement Date has occurred or the Lease has been terminated, and ( c) if the 11th Floor Premises Commencement Date still has not be necessary occurred by March 31, 2019, Tenant may, at Tenant’s sole option, exercised by written notice to register Landlord given any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments time after March 31, 2019 (but prior to the Mortgagee after expiration of date on which the original term 11th Floor Premises Commencement Date occurs), cancel this Second Amendment, in which case the terms and provisions of this Mortgage or any subsequent term agreed Second Amendment shall be null and void and without recourse to in writing between the Mortgagor parties hereto. When the 11th Floor Premises Commencement Date and the Mortgagee without first having agreed Expiration Date have been determined in writing accordance with the Mortgagee as provisions set forth in this Second Amendment, the parties hereto shall execute an instrument setting forth such dates, and updating the rent schedules set forth in Section 5 and Section 10 of this Second Amendment to the terms of payment of the balance of the money then repaidinclude actual dates, any such payment and said instrument shall not be deemed a supplement to have renewed the term and part of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the MortgagorSecond Amendment.

Extension of Term. This Mortgage may The Tenant shall have the right, as its sole option, by in each instance giving notice thereof to the Landlord at least nine (9) and not more than fifteen (15) months prior to the expiration of the then existing Term, to extend the Term of this Lease for two (2) additional successive periods of five (5) years each (commencing upon the expiration of the initial ten-year term to a maximum twenty-year Term) on the same terms and conditions, except Basic Rent, as herein set forth. The failure to give such notice in a timely fashion shall be renewed deemed an irrevocable election on the part of the Tenant not to exercise such extension option and a waiver of any successive option. The Basic Rent during each such extended period shall be ninety-five percent (95%) of the fair market net rental for the Premises determined as of the commencement of such extended period. If the Landlord and the Tenant are unable to agree upon the Basic Rent for either such extended period at least eight (8) months prior to its commencement, the Basic Rent for such period shall be determined by appraisal as hereinafter provided. Within thirty (30) days after the date for commencement of appraisal proceedings pursuant to the provisions of this Paragraph 25, the Landlord and the Tenant shall each simultaneously give written notice to the other setting forth its "best offer" for such annual rate of Basic Rent and designating an Appraiser (as that term is hereinafter qualified and defined). The two Appraisers so designated shall, within twenty (20) days after their designation, select a third Appraiser and give notice to both the landlord and the Tenant identifying the third Appraiser. The three Appraisers shall within sixty (60) days after the selection of the third Appraiser report to the Landlord and the Tenant in writing, informing them of the annual rate of Basic Rent determined by them, or by a majority of them, to be payable by the Tenant to the Landlord for the Premises during such 5-year extended period. The Appraiser's report shall be accompanied by an agreement explanation of the method used to arrive at the value or values assigned and the pertinent date (or a summary thereof) considered by the Appraisers in writing at maturity for any term with or without an increased reaching their decision. All expenses of the appraisal process (including Appraisers' fees) shall be payable by the party whose "best offer" set forth in the notice as above provided varied the most from the annual rate of interest notwithstanding that there may be subsequent encumbrancers, and it Basic Rent established in the Appraisers' report. The Appraisers shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments to the Mortgagee after expiration of the original term of this Mortgage or any subsequent term agreed to in writing between the Mortgagor and the Mortgagee without first having agreed in writing with the Mortgagee informed by either party as to the terms "best offer" of payment either or as to the provisions of this paragraph with respect to the allocation of expenses of the balance appraisal process. An "Appraiser" shall be a person who as an MAI (Member of the money then repaidAppraisal Institute) designation, any such payment shall not be deemed to have renewed is independent of the term of this Mortgage for Landlord and the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee in connection with the renewal or extension of this MortgageTenant, and all solicitor's charges or commissions on a solicitor has at least eight (8) years' experience in appraising commercial and its client basis incurred by industrial real estate in suburban Boston and vicinity. Notwithstanding the Mortgagee foregoing procedure, in connection with no event will the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall Basic Rent be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the Mortgagorless than $636,000.00 per year.

Extension of Term. This Mortgage may A. FIRST RENEWAL TERM Upon the expiration of the term herein demised, if immediately prior thereto this Lease shall be renewed or extended by an agreement in writing at maturity for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancers, full force and it effect and Tenant shall not be necessary to register any such agreement in order to retain priority for this Mortgage so altered over any instrument registered subsequently to this Mortgage. If the Mortgagor makes any payments default, then, subject to the Mortgagee after expiration provisions of this section, the original Tenant shall have and is hereby given the option to renew and extend this Lease for an additional term of this Mortgage or any subsequent five (5) years to commence on April 1, 2001 and to expire on March 31, 2006. The first renewal term agreed shall be upon the same terms, covenants and conditions as those herein contained insofar as then in force and applicable to in writing between the Mortgagor and the Mortgagee without such first having agreed in writing with the Mortgagee renewal term (including all provisions as to the terms items of payment of additional rent) except as to the balance amount of fixed rental. The said renewal shall be exercised by Tenant in the following manner: (i) Not later than nine (9) months prior to the end of the money then repaidinitial term, any such payment the Tenant shall not be deemed notify Landlord in writing that the Tenant desires to have renewed extend said Lease by exercising this option. (ii) In the event the Tenant exercises its option to extend the term of this Mortgage Lease as hereinabove set forth, the fixed rental as set forth in sub-paragraph (e) of paragraph 1 of this Lease, during such first renewal term shall be the lesser of $246,612.05 per annum, payable in equal monthly installments of $20,551.00, due and payable the first day of each and every month in advance or a sum equal to the fair market rent to be determined as follows: The Landlord and the Tenant shall each select an appraiser, such appraiser shall be a licensed real estate broker, specializing in the renting of office and/or industrial premises in Passaic County, New Jersey and each such appraiser shall be a member of the Society of Industrial Realtors. Such appraisers shall be engaged to determine the fair market rental on a net basis in accordance with the terms of this Lease of the premises demised. In the event the two such appraisers cannot agree upon such net rental, then they shall appoint a third appraiser with like credentials, and the opinion of the majority as to the fair market rental, shall be controlling. If a sum equal to the fair market rental of the premises pursuant to the appraisal is less than $246,612.05 per annum, then the fixed rental shall be adjusted to a sum equal to the fair market rental of the Premises determined pursuant to the appraisal. The determination of the appraisers shall be in accordance with the provisions of the terms of this lease for a five (5) year term. Such rental shall be determined as of the first day of the first renewal term. Pending the determination of the fixed rent for the unexpired first renewal term, the Tenant shall continue to pay the rent at the rate of $246,612.05 per annum and when the appraisals have been determined, and if the fair market rent so determined is less than $246,612.05, Landlord shall immediately refund to Tenant any amount greater than that which would otherwise be payable pursuant to the appraised fair market rental. B. SECOND RENEWAL TERM Upon the expiration of the first renewal term, if immediately prior thereto this Lease shall be in full force and effect and Tenant shall not be in default, then, subject to the provisions of this section, the Tenant shall have and is hereby given the option to renew and extend this Lease for an additional term of five (5) years based to commence on the remaining amortization of this MortgageApril 1, 2006 and to expire on March 31, 2011. The Mortgagor second renewal term shall pay be upon the same terms, covenants and conditions as those herein contained insofar as then in force and applicable to such second renewal term (including all provisions as to the Mortgagee items of payment of additional rent) except as to the amount of any fixed rental, and further excepting that such renewal shall not contain a provision for a further renewal. The said renewal shall be exercised by Tenant in the following manner: (i) Not later than nine (9) months prior to the end of the initial term, the Tenant shall notify Landlord in writing that the Tenant desires to extend acid Lease by exercising this option. (ii) In the event the Tenant exercises its option to extend the term of this Lease as hereinabove set forth, the fixed rental as set forth in sub-paragraph (e) of paragraph 1 of this Lease, during such second renewal term shall be the higher of the fixed rental payable during the last year of the first renewal term or extension fee charged a sum equal to the fair market rent to be determined as follows: The Landlord and the Tenant shall each select an appraiser, such appraiser shall be a licensed real estate broker, specializing in the renting of office and/or industrial premises in Passaic County, New Jersey and each such appraiser shall be a member of the Society of Industrial Realtors. Such appraisers! shall be engaged to determine the fair market rental on a net basis in accordance with the terms of this Lease of the premises demised. In the event, the two such appraisers cannot agree upon such net rental then, they shall appoint a third appraiser, with like credentials, and the opinion of the majority as to the fair market rental, shall be controlling. If a sum equal to the fair market rental of the premises pursuant to the appraisal is greater than the fixed rental payable during the last year of the first renewal term, then the fixed rental shall be adjusted to a sum equal to the fair market rental of the Premises pursuant to the appraisal. The determination of the appraisers shall be, in accordance with the provisions of the terms of this lease, for a five (5) year term. Such rental shall be determined as of the first day of the second renewal term. Pending the determination of the fixed rent for the second renewal term, the Tenant shall continue to pay the rent at the rate payable during the last year of the first renewal term and when the adjusted rent has been determined, the Tenant on the first day immediately following the furnishing by the Mortgagee in connection with appraisers to the Landlord and the Tenant of the computation thereof, shall pay the Landlord the monthly deficiency for the number of installments that shall have elapsed from the commencement of the second renewal term beginning on the first day of the second renewal term to and including the first day of such month. During the second renewal term, the fixed rental shall be the higher of the rent payable during the last year of the first renewal term or extension of this Mortgage, and all solicitor's charges or commissions on a solicitor and its client basis incurred sum equal to the fair market rent as determined by the Mortgagee in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the Mortgagorappraisers.

Extension of Term. This Mortgage may be renewed or The term of the Lease is hereby extended by an agreement in writing at maturity with respect to the entire Premises (including the Second Expansion Premises) beyond October 31, 2018, for any term with or without an increased rate of interest notwithstanding that there may be subsequent encumbrancersthe period beginning on November 1, 2018, and ending on October 31, 2023 (the “Additional Term”). The Additional Term shall be upon all of the same terms and conditions of the Lease in effect as of the date hereof except as otherwise set forth herein. Tenant acknowledges and agrees that it shall not be necessary currently occupies the Existing Premises and is familiar with the condition thereof and that (without in any way limiting or derogating from Landlord’s ongoing repair and maintenance obligations set forth in the Lease), the Existing Premises is leased to register Tenant in “as-is” condition without any such agreement representation or warranty, express or implied, as to the condition or fitness for Tenant’s use thereof. Tenant agrees that, except as provided in the immediately following sentence, Landlord has no work to perform in or on the Premises (including the Second Expansion Premises) to prepare same for Tenant’s use and occupancy. Landlord agrees to modify Tenant’s dedicated air handling unit and/or the base building chilled water plant, as determined by Landlord in its sole and absolute discretion, to a design that is configured to provide air at a 55 degree discharge temperature at the unit on a design day of 91 degrees dry bulb/74 degrees wet bulb (“Landlord’s Second Amendment Work”). Tenant acknowledges that Landlord will require access to portions of the Premises in order to retain priority for this Mortgage so altered over any instrument registered subsequently perform Landlord’s Second Amendment Work. Landlord and its contractors and agents shall have the right to this Mortgage. If enter the Mortgagor makes any payments to the Mortgagee after expiration of the original term of this Mortgage or any subsequent term agreed to in writing between the Mortgagor Premises at reasonable times and the Mortgagee without first having agreed in writing with the Mortgagee as to the terms of payment of the balance of the money then repaid, any such payment shall upon reasonable notice (which notice need not be deemed in writing) to have renewed the term of this Mortgage for the unexpired term of years based on the remaining amortization of this Mortgage. The Mortgagor perform Landlord’s Second Amendment Work and Tenant shall pay to the Mortgagee the amount of any renewal or extension fee charged by the Mortgagee cooperate with Landlord in connection with the renewal or extension same. Landlord shall reasonably coordinate its performance of this MortgageLandlord’s Second Amendment Work with Tenant. Landlord shall use reasonable efforts to minimize interference with Tenant’s operations in the Premises during the performance of Landlord’s Second Amendment Work; provided, however, that Landlord shall not have any obligation to incur any overtime costs with respect to Landlord’s Second Amendment Work unless Tenant agrees to pay for any actual incremental overtime costs (over and above what the cost would otherwise have been for regular time). Tenant acknowledges that Landlord’s performance of Landlord’s Second Amendment Work may adversely and temporarily affect Tenant’s use and occupancy of the Premises. Tenant waives all solicitor's charges or commissions on a solicitor and its client basis incurred by the Mortgagee claims against Landlord for rent abatement in connection with the renewal or extension. If the Mortgagor does not pay the renewal or extension fee and/or the Mortgagee's solicitor's charges or commissions, such amounts shall be added to the Principal Amount and shall bear interest at the Mortgage Interest Rate and shall, with such interest, be a charge on the Mortgaged Premises prior to all claims thereon subsequent to this Mortgage, and shall be payable on demand. Nothing contained in this paragraph shall confer any right of renewal or extension upon the MortgagorLandlord’s Second Amendment Work.