Common use of General Terms Clause in Contracts

General Terms. The Borrower may by written notice to the Administrative Agent elect to request (i) prior to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreement.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request Base Rent specified in Article 3 of this Lease, Tenant shall pay (i) prior to “Tenant’s Share” of the Revolving Credit Termination Dateannual “Building Direct Expenses,” as those terms are defined in Sections 4.2.9 and 4.2.2 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or and (ii) Tenant’s Share of “Capital Expenses,” as that term is defined in Section 4.2.8, below, pursuant to Section 4.6 of this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the establishment terms of one or more new term loan commitments (any such increasethis Lease, are hereinafter collectively referred to as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term. Landlord may upon expiration of the Lease Term deliver to Tenant an estimate of any Base Rent, Additional Rent or other obligations outstanding, and Landlord may either deduct such amount from any funds otherwise payable to Tenant upon expiration or require Tenant to pay such funds immediately. Landlord shall make necessary adjustments for differences between actual and estimated Additional Rent in accordance with Section 4.4, below. Landlord and Tenant understand and agree that this Lease is a “Incremental Term Loan Commitments”)triple net” Lease. Tenant recognizes and acknowledges, without limiting the generality of any other terms, covenants, conditions or provisions of this Lease, that it is the intent of the parties hereto that the Base Rent provided to be paid by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that Tenant to Landlord shall be approved by Administrative Agent or such lesser amount that shall constitute net to Landlord, and, except as specifically excluded herein, any and all expenses incurred in connection with the difference between $200,000,000 Premises, the Building and the aggregate Project, or in connection with the operations thereof, including any and all taxes, assessments, general or special license fees, insurance premiums, public utility bills and costs of such Incremental Revolving Credit Commitments repair, maintenance and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) operation of the Business Day (each an “Increased Amount Date”) on which Premises, the Borrower proposes that Building and the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsProject, as applicabletogether with the appurtenances thereto, shall be effective, which shall be a date not less than 60 days after paid by Tenant in addition to the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Base Rent specified in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this AgreementLease.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice to of any cancellation or lapse of the Administrative Agent elect to request (i) prior to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (effective date or any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 reduction in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate amounts of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)insurance. Each such notice shall specify (x) In the Business Day (each an “Increased Amount Date”) on which the Borrower proposes event that the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsTenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant. All policies carried under this Section 4.2.2.4 shall insure Landlord and Tenant, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”their interests may appear, as applicable)well as Contractor and Tenant’s Agents. All insurance, to whom except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the Borrower proposes insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any portion other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount Landlord by Tenant under Section 4.2.2.2 of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declinethis Tenant Work Letter. Landlord may, in its sole discretion, require Tenant to provide obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated amount sufficient to ensure the lien-free completion of the Tenant Improvements and naming Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor's equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant and which shall name Landlord, and any other party that Landlord so specifies, as additional insured as to the Administrative Agent elect to request full limits required hereunder for such entire ten (i10) prior to year period. All insurance, except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogation claims by the Revolving Credit Termination Date, an increase to insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the existing Revolving Credit Commitments (owner and that any such increase, other insurance maintained by owner is excess and noncontributing with the “Incremental Revolving Credit Commitments”) and/or (ii) insurance required hereunder. The requirements for the establishment foregoing insurance shall not derogate from the provisions for indemnification of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), Landlord by an amount not in excess Tenant under Section 4.2.2.2 of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)this Tenant Work Letter. Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLandlord may, in its sole discretion, require Tenant to provide obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated amount sufficient to ensure the lien-free completion of the Tenant Improvements and naming Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request Base Rent specified in Article 3 of this Lease, Tenant shall pay (ia) prior to “Tenant’s Share,” as that term is defined in Section 4.2.7 of this Lease, of the Revolving Credit Termination Dateannual “Insurance Expenses,” as that term is defined in Sections 4.2.4 of this Lease, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided Insurance Expenses applicable to the “Base Year,” as that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments term is defined in its sole discretion and any Lender approached to provide all or a portion Section 4.2.1 of this Lease, plus (b) Tenant’s Share of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineannual “Operating Expenses,” as that term is defined in Section 4.2.5 of this Lease, which are in excess of the amount of Operating Expenses applicable to the Base Year, plus (c) Tenant’s Share of the annual “Tax Expenses,” as that term is defined in Section 4.2.6 of this Lease, which are in excess of the amount of Tax Expenses applicable to the Base Year; provided, however, in its sole discretionno event shall any decrease in Insurance Expenses, Operating Expenses or Tax Expenses, as the case may be, for any “Expense Year,” as that term is defined in Section 4.2.3 of this Lease, below Insurance Expenses, Operating Expenses or Tax Expenses, respectively, for the Base Year entitle Tenant to provide an Incremental Revolving Credit Commitment any decrease in Base Rent or an Incremental Term Loan Commitmentany credit against any Additional Rent or other sums due under this Lease. Any Incremental Term Loans made on an Increased Amount Date Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the “Additional Rent”, and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be designated a separate series (eachpayable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, a “Series”) the obligations of Incremental Term Loans Tenant to pay the Additional Rent provided for all purposes in this Article 4 shall survive the expiration of this Agreementthe Lease Term.

General Terms. 5.1 The Borrower Lender reserves the right to levy such fees and/or charges, from time to time, as specified in the Loan Documents.The fees and charges levied by the Lender in pursuance to the Loan Documents shall be non-refundable and nontransferable. The Lender may by written during the Loan Tenure and at its sole discretion, with or without any prior notice to the Administrative Agent elect Borrower, amend / revise any of the terms and conditions contained in the Agreement including the repayment schedule, Interest Rate and/or any other fee or charge such as Penal Interest, processing fees, annual maintenance charges, Bounce Charges, Outstation Collection Charges, PDC Swap Charges, Pre-payment Charges, activation fee, Flexi Fee, service charges, other charges etc., and the Borrower acknowledges and agrees to request (i) prior be bound by such revised terms and conditions including repayment schedule, Interest Rate and/or such fee or charges mentioned above. The Lender shall give notice to the Revolving Credit Termination DateBorrower of any such amendment/revision/addition and shall ensure that changes in Interest Rate and other fee or charges are effected only prospectively. The Lender shall notify the Borrower of such changes by updating the same on the Website or through other modes of communication. The Borrower hereby agrees to keep himself/herself abreast with all notifications on the Website in this regard and shall be bound by the aforesaid change and agrees not to dispute the same. 5.2 Any statement of account furnished by the Lender regarding the Outstanding Dues payable by the Borrower under this Agreement shall be accepted by and be binding on the Borrower and shall be a conclusive proof of the correctness of the amount mentioned therein. Without prejudice to what is stated above, an increase if the Borrower desire to question any statement or any part thereof, the Borrower shall furnish to the existing Revolving Credit Commitments Lender full details of the same within 10 (ten) Business Days from the receipt of the statement by the Borrower and the Lender may consider the same and the Borrower shall not be entitled to object to the same thereafter on any such increaseground whatsoever. It is however clarified that the Borrower shall not be entitled to default or delay the payment of Monthly Installments on the ground of the statement of account furnished by the Lender being inaccurate or any other ground whatsoever. 5.3 Wherever the Borrower has given demand promissory note(s) to the Lender for the amount of the Loan, in case of a default, the “Incremental Revolving Credit Commitments”) and/or (ii) Borrower will still be liable to repay to the establishment Lender the Loan amount along with the interest at the Interest Rate hereto from the date of one or more new term loan commitments (any such increasedefault till actual payment. 5.4 The Borrower confirms that if a demand promissory note is issued by him/her, the “Incremental Term same shall operate as continuing security to the Lender to be enforceable for the repayment of the Outstanding Dues and/or all sums remaining unpaid under the Loan Commitments”)now or hereafter, by an amount not including all interest to become payable in excess respect of/under the Loan or which may in future be advanced and that the Borrower will remain liable under/in respect of $200,000,000 the demand promissory note notwithstanding payment made into the account of the Loan from time to time or the Loan being reduced or extinguished from time to time or even if the balance in the aggregate account of the Loan may be in credit. In case of death of the Borrower, the demand promissory note(s) given by the Borrower will be invoked against his/ her legal heir/s, legal representative/s, executor/s, administrator/s and permitted assign/s. 5.5 Any promotional scheme and/or contest being initiated by the Lender for its customers is independent of this Agreement and the Loan and such promotional schemes and/or contests do not less than $5,000,000 individually (or such lesser amount that constitute any kind of solicitation by the Lender. Such promotional schemes and/or contests shall be approved governed by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 terms and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effectiveconditions in relation thereto, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom carefully read by the Borrower proposes in case the Borrower decides to participate in such schemes/contests. Further, the Borrower agrees and confirms that the Lender shall have the right to withdraw any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in promotional schemes at its sole discretion. 5.6 The Borrower hereby agrees and confirm that the Lender shall have the right to cross sell its other products and services (like insurance) and the products and services of its Affiliates, to the Borrower along with the Loan. 5.7 In case, Xxxxxxxx has chosen an insurance cover and is a member of ‘Group Insurance Policy’ taken by the Lender, the Lender shall have the right to appropriate insurance claim paid thereunder towards the Outstanding Dues. If after such appropriation, there be any surplus leftover, it shall be paid to the Borrower. If there is any deficit, then the Borrower shall be liable to pay entire deficit forthwith. 5.8 At the request of the Borrower, the Lender may at its own discretion also finance the insurance premium of an insurance policy insuring the Borrower against various risks including without limitation the risks of personal accident, accidental hospitalization, Outstanding Dues to the Lender and/or critical illness provided that such insurance policy has been taken out by the Lender on behalf of the Borrower from an insurance company approved by the Lender with a specific instruction and authority by the Borrower to such insurance company that in case of any loss, the loss will be paid to the Lender by such insurance company. Such insurance premium paid by the Lender on behalf of the Borrower shall be added as the principal amount to the Loan granted herein and shall from part of the Loan. The Borrower shall pay to the Lender the amounts towards insurance premium as mentioned above which may be loaded to the installments. The insurance premium being a part of Loan may be disbursed by the Lender directly to such an insurance company approved by the Lender and such disbursement shall be deemed to be disbursement to the Borrower. Wherever the Borrower agrees for the insurance coverage, all expenses, charges, fees, and taxes etc. as applicable shall be incurred and paid by the Borrower. In the event the said charges are paid by the Lender on Xxxxxxxx’s behalf the Borrower shall reimburse the same to the Lender within 24 (twenty-four) hours of the Lender’s demand. 5.9 The Borrower shall pay any and all stamp duty, stamp duty penalties, registration fees and similar taxes and duties which are or may become payable in connection with the entry into, performance or enforcement of this Agreement and/or Loan Documents whether at the time of execution or thereafter. The Borrower hereby agrees that in case the Lender is required to make any payments such as stamp duty, stamp duty penalty, registration charges and/or any other charges and/or duties on and in relation to this Agreement and/ or Loan Documents or any other underlying/ associated documents, whether at the time of the execution or thereafter then the Lender shall be entitled/authorised to recover the same from the Borrower. 5.10 The Borrower shall provide to the Lender the correct Goods and Service Tax ('GST') registration number ('GSTIN') of the Borrower and the Lender shall not be responsible for verification of the same. In the event, the Borrower fails to furnish the GSTIN to the Lender, the Borrower shall be treated as unregistered for the purpose of GST 5.11 The Lender shall raise an Incremental Revolving Credit Commitment invoice on the Borrower in respect to the fees, charges and/or penal interest levied as per the Loan Documents. In the event the Lender issues a credit note towards adjustment of any discrepancy in the value of invoice raised by the Lender and if Xxxxxxxx has failed to adjust the excessive input tax credit claimed by the Borrower on account of such discrepancy, the Borrower shall pay to the Lender the differential input tax credit, within a period of 30 (thirty) days from the date such issue is raised by the Lender. In the event the said amount is not paid by the Borrower to the Lender, the same shall be a debt due from the Borrower and shall be payable forthwith to the Lender together with any interest thereon. The Lender shall not be liable for any loss of credit arising on account of incomplete, erroneous or an Incremental Term Loan Commitmentwrong details mentioned in the invoice. 5.12 Any provision of this Agreement which is prohibited or unenforceable including without limitation due to any notification, guidelines, circular issued by RBI from time to time, in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or un-enforceability but that shall not invalidate or affect the remaining provisions of this Agreement nor affect such provision in any other jurisdiction. 5.13 The liabilities of the Borrower and the Co-Borrowers, if any, under this Agreement shall be joint and several. 5.14 Any delay in exercising or omission to exercise any right, power or remedy accruing to the Lender under this Agreement or any other agreement or document shall not impair any such right, power or remedy and shall not be construed to be waiver thereof or any acquiescence in any default, nor shall the action or inaction of the Lender in respect of any default or any acquiescence by it in any default affect or impair any right, power or remedy of the Lender in respect of any other default. 5.15 Any notice to be given to the Borrower in respect of this Agreement shall be deemed to have been validly given if served on the Borrower or sent by courier or left at the address of the Borrower stated in Schedule I hereto or at the Borrower’s existing or last known business or private address. Any Incremental Term Loans made on an Increased Amount Date such notice sent by courier shall be designated a separate series deemed to have been received by the Borrower within 48 (eachforty-eight) hours from the time of its posting. 5.16 Without prejudice to all other rights as the Lender or any of the third parties appointed by the Lender may have under this Agreement and under law, a “Series”on the occurrence of an Event of Default, the Lender, its authorised representatives, agents, and third parties as appointed by the Lender are authorised to use the contact details provided by the Borrower to get in touch with the Borrower (including the authorised signatory(ies)/representative(s), guarantor(s) (if any) and third parties including the family members of Incremental Term Loans the Borrower) whose information the Borrower has provided to the Lender. Also, the Borrower may be sent reminders from time to time for settlement of any Outstanding Dues by post, fax, telephone, email, SMS text messaging via mobile phone. 5.17 Upon the occurrence and continuation of an Event of Default, the Lender is authorised at any time, without presentment, demand, protest or other notice of any kind to the Borrower, any such notice being expressly waived, to set off and to appropriate and apply any and all purposes monies lying or deposited or held by the Lender. The Borrower agrees, declares and confirms that, notwithstanding any of the provisions of the Indian Contract Act, 1872 or Applicable Law, or any terms and conditions to the contrary contained in this Agreement, the Lender may, at its absolute discretion, appropriate any payments made by the Borrower under this Agreement or any amounts realised by the Lender by enforcement of security or otherwise, towards the dues payable by the Borrower to the Lender under this Agreement and/or other agreements entered into between the Borrower and the Lender and in any manner whatsoever.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor's equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice to of any cancellation or lapse of the Administrative Agent elect to request (i) prior to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (effective date or any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 reduction in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate amounts of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)insurance. Each such notice shall specify (x) In the Business Day (each an “Increased Amount Date”) on which the Borrower proposes event that the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsTenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant. All policies carried under this Section 4.2.2.4 shall insure Landlord and Tenant, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”their interests may appear, as applicable)well as Contractor and Tenant's Agents. All insurance, to whom except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogation claims by the Borrower proposes insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any portion other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount Landlord by Tenant under Section 4.2.2.2 of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declinethis Tenant Work Letter. Landlord may, in its sole discretion, require Tenant to provide obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated amount sufficient to ensure the lien-free completion of the Tenant Improvements and naming Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay "Tenant's Share" of the Revolving Credit Termination Dateannual "Building Direct Expenses," as those terms are defined in Sections 4.2.9 and 4.2.2 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of Building Direct Expenses applicable to the "Base Year" for such allocationsBuilding, as that term is defined in Section 4.2.1, below; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion provided, however, if the Lease Commencement Date occurs after January 1 of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineBase Year, the amount of Building Direct Expenses applicable to the Base Year shall be increased in order to reflect Building Direct Expenses for an entire twelve (12) month period. Further, in its sole discretionno event shall any decrease in Building Direct Expenses for such Building for any "Expense Year" for the Building as that term is defined in Section 4.2.6 below, below Building Direct Expenses for the Base Year entitle Tenant to provide an Incremental Revolving Credit Commitment any decrease in Base Rent for the Building or an Incremental Term Loan Commitmentany credit against sums due under this Lease. Any Incremental Term Loans made It is the intent of Landlord and Tenant hereunder that Building Direct Expenses be calculated for the Building separately based on an Increased Amount Date the Building Direct Expenses allocated to such Building. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are collectively referred to in this Lease as the "ADDITIONAL RENT", and the Base Rent and the Additional Rent are collectively referred to in this Lease as "RENT." All amounts due under this Article 4 as Additional Rent shall be designated a separate series (eachpayable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, a “Series”) the obligations of Incremental Term Loans Tenant to pay the Additional Rent provided for all purposes in this Article 4, and the obligation of this AgreementLandlord to refund to Tenant any overpayment of Building Direct Expenses pursuant to Section 4.2 below, shall survive the expiration of the Lease Term.

General Terms. 5.1 The Borrower Lender reserves the right to levy such fees and/or charges, from time to time, as specified in the Loan Documents.The fees and charges levied by the Lender in pursuance to the Loan Documents shall be non-refundable and nontransferable. The Lender may by written during the Loan Tenure and at its sole discretion, with or without any prior notice to the Administrative Agent elect Borrower, amend / revise any of the terms and conditions contained in the Agreement including the repayment schedule, Interest Rate and/or any other fee or charge such as Penal Interest, processing fees, annual maintenance charges, Bounce Charges, Outstation Collection Charges, PDC Swap Charges, Pre-payment Charges, activation fee, Flexi Fee, service charges, other charges etc., and the Borrower acknowledges and agrees to request (i) prior be bound by such revised terms and conditions including repayment schedule, Interest Rate and/or such fee or charges mentioned above. The Lender shall give notice to the Revolving Credit Termination DateBorrower of any such amendment/revision/addition and shall ensure that changes in Interest Rate and other fee or charges are effected only prospectively. The Lender shall notify the Borrower of such changes by updating the same on the Website or through other modes of communication. The Borrower hereby agrees to keep himself/herself abreast with all notifications on the Website in this regard and shall be bound by the aforesaid change and agrees not to dispute the same. 5.2 Any statement of account furnished by the Lender regarding the Outstanding Dues payable by the Borrower under this Agreement shall be accepted by and be binding on the Borrower and shall be a conclusive proof of the correctness of the amount mentioned therein. Without prejudice to what is stated above, an increase if the Borrower desire to question any statement or any part thereof, the Borrower shall furnish to the existing Revolving Credit Commitments Lender full details of the same within 10 (ten) Business Days from the receipt of the statement by the Borrower and the Lender may consider the same and the Borrower shall not be entitled to object to the same thereafter on any such increaseground whatsoever. It is however clarified that the Borrower shall not be entitled to default or delay the payment of Monthly Installments on the ground of the statement of account furnished by the Lender being inaccurate or any other ground whatsoever. 5.3 Wherever the Borrower has given demand promissory note(s) to the Lender for the amount of the Loan, in case of a default, the “Incremental Revolving Credit Commitments”) and/or (ii) Borrower will still be liable to repay to the establishment Lender the Loan amount along with the interest at the Interest Rate hereto from the date of one or more new term loan commitments (any such increasedefault till actual payment. 5.4 The Borrower confirms that if a demand promissory note is issued by him/her, the “Incremental Term same shall operate as continuing security to the Lender to be enforceable for the repayment of the Outstanding Dues and/or all sums remaining unpaid under the Loan Commitments”)now or hereafter, by an amount not including all interest to become payable in excess respect of/under the Loan or which may in future be advanced and that the Borrower will remain liable under/in respect of $200,000,000 the demand promissory note notwithstanding payment made into the account of the Loan from time to time or the Loan being reduced or extinguished from time to time or even if the balance in the aggregate account of the Loan may be in credit. In case of death of the Borrower, the demand promissory note(s) given by the Borrower will be invoked against his/ her legal heir/s, legal representative/s, executor/s, administrator/s and permitted assign/s. 5.5 Any promotional scheme and/or contest being initiated by the Lender for its customers is independent of this Agreement and the Loan and such promotional schemes and/or contests do not less than $5,000,000 individually (or such lesser amount that constitute any kind of solicitation by the Lender. Such promotional schemes and/or contests shall be approved governed by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 terms and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effectiveconditions in relation thereto, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom carefully read by the Borrower proposes in case the Borrower decides to participate in such schemes/contests. Further, the Borrower agrees and confirms that the Lender shall have the right to withdraw any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in promotional schemes at its sole discretion. 5.6 The Borrower hereby agrees and confirm that the Lender shall have the right to cross sell its other products and services (like insurance) and the products and services of its Affiliates, to the Borrower along with the Loan. 5.7 In case, Xxxxxxxx has chosen an insurance cover and is a member of ‘Group Insurance Policy’ taken by the Lender, the Lender shall have the right to appropriate insurance claim paid thereunder towards the Outstanding Dues. If after such appropriation, there be any surplus leftover, it shall be paid to the Borrower. If there is any deficit, then the Borrower shall be liable to pay entire deficit forthwith. 5.8 At the request of the Borrower, the Lender may at its own discretion also finance the insurance premium of an insurance policy insuring the Borrower against various risks including without limitation the risks of personal accident, accidental hospitalization, Outstanding Dues to the Lender and/or critical illness provided that such insurance policy has been taken out by the Lender on behalf of the Borrower from an insurance company approved by the Lender with a specific instruction and authority by the Borrower to such insurance company that in case of any loss, the loss will be paid to the Lender by such insurance company. Such insurance premium paid by the Lender on behalf of the Borrower shall be added as the principal amount to the Loan granted herein and shall from part of the Loan. The Borrower shall pay to the Lender the amounts towards insurance premium as mentioned above which may be loaded to the installments. The insurance premium being a part of Loan may be disbursed by the Lender directly to such an insurance company approved by the Lender and such disbursement shall be deemed to be disbursement to the Borrower. Wherever the Borrower agrees for the insurance coverage, all expenses, charges, fees, and taxes etc. as applicable shall be incurred and paid by the Borrower. In the event the said charges are paid by the Lender on Xxxxxxxx’s behalf the Borrower shall reimburse the same to the Lender within 24 (twenty-four) hours of the Lender’s demand. 5.9 The Borrower shall pay any and all stamp duty, stamp duty penalties, registration fees and similar taxes and duties which are or may become payable in connection with the entry into, performance or enforcement of this Agreement and/or Loan Documents whether at the time of execution or thereafter. The Borrower hereby agrees that in case the Lender is required to make any payments such as stamp duty, stamp duty penalty, registration charges and/or any other charges and/or duties on and in relation to this Agreement and/ or Loan Documents or any other underlying/ associated documents, whether at the time of the execution or thereafter then the Lender shall be entitled/authorised to recover the same from the Borrower. 5.10 The Borrower shall provide to the Lender the correct Goods and Service Tax ('GST') registration number ('GSTIN') of the Borrower and the Lender shall not be responsible for verification of the same. In the event, the Borrower fails to furnish the GSTIN to the Lender, the Borrower shall be treated as unregistered for the purpose of GST. 5.11 The Lender shall raise an Incremental Revolving Credit Commitment invoice on the Borrower in respect to the fees, charges and/or penal interest levied as per the Loan Documents. In the event the Lender issues a credit note towards adjustment of any discrepancy in the value of invoice raised by the Lender and if Xxxxxxxx has failed to adjust the excessive input tax credit claimed by the Borrower on account of such discrepancy, the Borrower shall pay to the Lender the differential input tax credit, within a period of 30 (thirty) days from the date such issue is raised by the Lender. In the event the said amount is not paid by the Borrower to the Lender, the same shall be a debt due from the Borrower and shall be payable forthwith to the Lender together with any interest thereon. The Lender shall not be liable for any loss of credit arising on account of incomplete, erroneous or an Incremental Term Loan Commitmentwrong details mentioned in the invoice. 5.12 Any provision of this Agreement which is prohibited or unenforceable including without limitation due to any notification, guidelines, circular issued by RBI from time to time, in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or un-enforceability but that shall not invalidate or affect the remaining provisions of this Agreement nor affect such provision in any other jurisdiction. 5.13 The liabilities of the Borrower and the Co-Borrowers, if any, under this Agreement shall be joint and several. 5.14 Any delay in exercising or omission to exercise any right, power or remedy accruing to the Lender under this Agreement or any other agreement or document shall not impair any such right, power or remedy and shall not be construed to be waiver thereof or any acquiescence in any default, nor shall the action or inaction of the Lender in respect of any default or any acquiescence by it in any default affect or impair any right, power or remedy of the Lender in respect of any other default. 5.15 Any notice to be given to the Borrower in respect of this Agreement shall be deemed to have been validly given if served on the Borrower or sent by courier or left at the address of the Borrower stated in Schedule I hereto or at the Borrower’s existing or last known business or private address. Any Incremental Term Loans made on an Increased Amount Date such notice sent by courier shall be designated a separate series deemed to have been received by the Borrower within 48 (eachforty-eight) hours from the time of its posting. 5.16 Without prejudice to all other rights as the Lender or any of the third parties appointed by the Lender may have under this Agreement and under law, a “Series”on the occurrence of an Event of Default, the Lender, its authorised representatives, agents, and third parties as appointed by the Lender are authorised to use the contact details provided by the Borrower to get in touch with the Borrower (including the authorised signatory(ies)/representative(s), guarantor(s) (if any) and third parties including the family members of Incremental Term Loans the Borrower) whose information the Borrower has provided to the Lender. Also, the Borrower may be sent reminders from time to time for settlement of any Outstanding Dues by post, fax, telephone, email, SMS text messaging via mobile phone. 5.17 Upon the occurrence and continuation of an Event of Default, the Lender is authorised at any time, without presentment, demand, protest or other notice of any kind to the Borrower, any such notice being expressly waived, to set off and to appropriate and apply any and all purposes monies lying or deposited or held by the Lender. The Borrower agrees, declares and confirms that, notwithstanding any of the provisions of the Indian Contract Act, 1872 or Applicable Law, or any terms and conditions to the contrary contained in this Agreement, the Lender may, at its absolute discretion, appropriate any payments made by the Borrower under this Agreement or any amounts realised by the Lender by enforcement of security or otherwise, towards the dues payable by the Borrower to the Lender under this Agreement and/or other agreements entered into between the Borrower and the Lender and in any manner whatsoever.

General Terms. 5.1 The Borrower Lender reserves the right to levy such fees and/or charges, from time to time, as specified in the Loan Documents. The fees and charges levied by the Lender in pursuance to the Loan Documents shall be non-refundable and nontransferable. The Lender may by written during the Loan Tenure and at its sole discretion, with or without any prior notice to the Administrative Agent elect Borrower, amend / revise any of the terms and conditions contained in the Agreement including the repayment schedule, Interest Rate and/or any other fee or charge such as Penal Interest, processing fees, annual maintenance charges, Bounce Charges, Outstation Collection Charges, PDC Swap Charges, Pre-payment Charges, activation fee, Flexi Fee, service charges, other charges or such other charges/fees specified under Schedule I and Schedule II below, and the Borrower acknowledges and agrees to request (i) prior be bound by such revised terms and conditions including repayment schedule, Interest Rate and/or such fee or charges mentioned above. The Lender shall give notice to the Revolving Credit Termination DateBorrower of any such amendment/revision/addition and shall ensure that changes in Interest Rate and other fee or charges are effected only prospectively. The Lender shall notify the Borrower of such changes by updating the same on the Website or through other modes of communication. The Borrower hereby agrees to keep himself/herself abreast with all notifications on the Website in this regard and shall be bound by the aforesaid change and agrees not to dispute the same. 5.2 Any statement of account furnished by the Lender regarding the Outstanding Dues payable by the Borrower under this Agreement shall be accepted by and be binding on the Borrower and shall be a conclusive proof of the correctness of the amount mentioned therein. Without prejudice to what is stated above, an increase if the Borrower desire to question any statement or any part thereof, the Borrower shall furnish to the existing Revolving Credit Commitments Lender full details of the same within 10 (ten) Business Days from the receipt of the statement by the Borrower and the Lender may consider the same and the Borrower shall not be entitled to object to the same thereafter on any such increaseground whatsoever. It is however clarified that the Borrower shall not be entitled to default or delay the payment of Monthly Installments on the ground of the statement of account furnished by the Lender being inaccurate or any other ground whatsoever. 5.3 Wherever the Borrower has given demand promissory note(s) to the Lender for the amount of the Loan, in case of a default, the “Incremental Revolving Credit Commitments”) and/or (ii) Borrower will still be liable to repay to the establishment Lender the Loan amount along with the interest at the Interest Rate hereto from the date of one or more new term loan commitments (any such increasedefault till actual payment. 5.4 The Borrower confirms that if a demand promissory note is issued by him/her, the “Incremental Term same shall operate as continuing security to the Lender to be enforceable for the repayment of the Outstanding Dues and/or all sums remaining unpaid under the Loan Commitments”)now or hereafter, by an amount not including all interest to become payable in excess respect of/under the Loan or which may in future be advanced and that the Borrower will remain liable under/in respect of $200,000,000 the demand promissory note notwithstanding payment made into the account of the Loan from time to time or the Loan being reduced or extinguished from time to time or even if the balance in the aggregate account of the Loan may be in credit. In case of death of the Borrower, the demand promissory note(s) given by the Borrower will be invoked against his/ her legal heir/s, legal representative/s, executor/s, administrator/s and permitted assign/s. 5.5 Any promotional scheme and/or contest being initiated by the Lender for its customers is independent of this Agreement and the Loan and such promotional schemes and/or contests do not less than $5,000,000 individually (or such lesser amount that constitute any kind of solicitation by the Lender. Such promotional schemes and/or contests shall be approved governed by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 terms and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effectiveconditions in relation thereto, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom carefully read by the Borrower proposes in case the Borrower decides to participate in such schemes/contests. Further, the Borrower agrees and confirms that the Lender shall have the right to withdraw any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in promotional schemes at its sole discretion. 5.6 The Borrower hereby agrees and confirm that the Lender shall have the right to cross sell its other products and services (like insurance) and the products and services of its Affiliates, to provide the Borrower along with the Loan. 5.7 In case, Xxxxxxxx has chosen an Incremental Revolving Credit Commitment insurance cover and is a member of ‘Group Insurance Policy’ taken by the Lender, the Lender shall have the right to appropriate insurance claim paid thereunder towards the Outstanding Dues. If after such appropriation, there be any surplus leftover, it shall be paid to the Borrower. If there is any deficit, then the Borrower shall be liable to pay entire deficit forthwith. 5.8 At the request of the Borrower, the Lender may at its own discretion also finance the insurance premium of an insurance policy insuring the Borrower against various risks including without limitation the risks of personal accident, accidental hospitalization, Outstanding Dues to the Lender and/or critical illness provided that such insurance policy has been taken out by the Lender on behalf of the Borrower from an insurance company approved by the Lender with a specific instruction and authority by the Borrower to such insurance company that in case of any loss, the loss will be paid to the Lender by such insurance company. Such insurance premium paid by the Lender on behalf of the Borrower shall be added as the principal amount to the Loan granted herein and shall from part of the Loan. The Borrower shall pay to the Lender the amounts towards insurance premium as mentioned above which may be loaded to the installments. The insurance premium being a part of Loan may be disbursed by the Lender directly to such an insurance company approved by the Lender and such disbursement shall be deemed to be disbursement to the Borrower. Wherever the Borrower agrees for the insurance coverage, all expenses, charges, fees, and taxes etc. as applicable shall be incurred and paid by the Borrower. In the event the said charges are paid by the Lender on Xxxxxxxx’s behalf the Borrower shall reimburse the same to the Lender within 24 (twenty-four) hours of the Lender’s demand. 5.9 The Borrower shall pay any and all stamp duty, stamp duty penalties, registration fees and similar taxes and duties which are or an Incremental Term may become payable in connection with the entry into, performance or enforcement of this Agreement and/or Loan CommitmentDocuments whether at the time of execution or thereafter. The Borrower hereby agrees that in case the Lender is required to make any payments such as stamp duty, stamp duty penalty, registration charges and/or any other charges and/or duties on and in relation to this Agreement and/ or Loan Documents or any other underlying/ associated documents, whether at the time of the execution or thereafter then the Lender shall be entitled/authorised to recover the same from the Borrower. 5.10 Any provision of this Agreement which is prohibited or unenforceable including without limitation due to any notification, guidelines, circular issued by RBI and/or NHB from time to time, in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or un-enforceability but that shall not invalidate or affect the remaining provisions of this Agreement nor affect such provision in any other jurisdiction. 5.11 The liabilities of the Borrower and the Co-Borrowers, if any, under this Agreement shall be joint and several. 5.12 Any delay in exercising or omission to exercise any right, power or remedy accruing to the Lender under this Agreement or any other agreement or document shall not impair any such right, power or remedy and shall not be construed to be waiver thereof or any acquiescence in any default, nor shall the action or inaction of the Lender in respect of any default or any acquiescence by it in any default affect or impair any right, power or remedy of the Lender in respect of any other default. 5.13 Any notice to be given to the Borrower in respect of this Agreement shall be deemed to have been validly given if served on the Borrower or sent by courier or left at the address of the Borrower stated in Schedule I hereto or at the Borrower’s existing or last known business or private address. Any Incremental Term Loans made on an Increased Amount Date such notice sent by courier shall be designated a separate series deemed to have been received by the Borrower within 48 (eachforty-eight) hours from the time of its posting. 5.14 Without prejudice to all other rights as the Lender or any of the third parties appointed by the Lender may have under this Agreement and under law, a “Series”on the occurrence of an Event of Default, the Lender, its authorised representatives, agents, and third parties as appointed by the Lender are authorised to use the contact details provided by the Borrower to get in touch with the Borrower (including the authorised signatory(ies)/representative(s), guarantor(s) (if any) and third parties including the family members of Incremental Term Loans the Borrower) whose information the Borrower has provided to the Lender. Also, the Borrower may be sent reminders from time to time for all purposes settlement of this Agreementany Outstanding Dues by post, fax, telephone, email, SMS text messaging via mobile phone.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant and which shall name Landlord, and any other party that Landlord so specifies, as additional insured as to the Administrative Agent elect to request full limits required hereunder for such entire ten (i10) prior to year period. All insurance, except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the Revolving Credit Termination Date, an increase to insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the existing Revolving Credit Commitments (owner and that any such increase, other insurance maintained by owner is excess and noncontributing with the “Incremental Revolving Credit Commitments”) and/or (ii) insurance required hereunder. The requirements for the establishment foregoing insurance shall not derogate from the provisions for indemnification of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), Landlord by an amount not in excess Tenant under Section 4.2.2.2 of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)this Tenant Work Letter. Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLandlord may, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes as provided in Section 8.3 of this AgreementLease, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of the Tenant Improvements and naming Landlord as a co-obligee.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor's equipment is moved onto the Project. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice to of any cancellation or lapse of the Administrative Agent elect to request (i) prior to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (effective date or any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 reduction in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate amounts of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)insurance. Each such notice shall specify (x) In the Business Day (each an “Increased Amount Date”) on which the Borrower proposes event that the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsTenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant. All policies carried under this Section 4.2.2.4 shall insure Landlord and Tenant, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”their interests may appear, as applicable)well as Contractor and Tenant's Agents. All insurance, to whom except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogation claims by the Borrower proposes insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the Landlord and that any portion other insurance maintained by Landlord is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount Landlord by Tenant under Section 4.2.2.2 of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declinethis Work Letter. Landlord may, in its sole discretion, require Tenant to provide obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated amount sufficient to ensure the lien- free completion of the Tenant Improvements and naming Landlord as a separate series co-obligee, upon ten (each, a “Series”10) of Incremental Term Loans for all purposes of this Agreementdays advance written notice.

General Terms. The Borrower may by written notice to the Administrative Agent elect to request (i) prior to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 sixty (60) days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreement.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay, following the Revolving Credit Termination Lease Commencement Date, an increase to “Tenant’s Share” of the existing Revolving Credit Commitments (any such increaseannual “Direct Expenses,” as those terms are defined in Sections 4.2.6 and 4.2.2 of this Lease, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the “Base Year,” as that term is defined in Section 4.2.1, below; provided that Administrative Agent may elect if the Base Year is the calendar year 2016, and the Lease Commencement Date occurs in the calendar year 2015, then Tenant shall not be obligated to pay any Direct Expenses during the calendar year 2015, and further; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year, as that term is defined in Section 4.2.3 below, below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or decline any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the “Additional Rent”, and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in its sole discretion and any Lender approached to provide all or a portion the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLease Term, the obligations of Tenant to pay the Additional Rent and of Landlord to reconcile and reimburse Tenant for overpayments of Additional Rent provided for in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date this Article 4 shall be designated a separate series (each, a “Series”) survive the expiration of Incremental Term Loans for all purposes of this Agreementthe Lease Term.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant and which shall name Landlord, and any other party that Landlord so specifies, as additional insured as to the Administrative Agent elect to request full limits required hereunder for such entire ten (i10) prior to year period. All insurance, except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the Revolving Credit Termination Date, an increase to insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the existing Revolving Credit Commitments (owner and that any such increase, other insurance maintained by owner is excess and noncontributing with the “Incremental Revolving Credit Commitments”) and/or (ii) insurance required hereunder. The requirements for the establishment foregoing insurance shall not derogate from the provisions for indemnification of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), Landlord by an amount not in excess Tenant under Section 4.2.2.2 of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)this Tenant Work Letter. Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLandlord may, in its sole discretion, require Tenant to provide obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated amount sufficient to ensure the lien-free completion of the Tenant Improvements and naming Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay "Tenant's Share" of the Revolving Credit Termination Dateannual "Building Direct Expenses," as those terms are defined in Sections 4.2.9 and 4.2.2 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of Building Direct Expenses applicable to the "Base Year" for such allocationsBuilding, as that term is defined in Section 4.2.1, below; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion provided, however, if the Lease Commencement Date for the initial Floor Group occurs after January 1 of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineBase Year, the amount of Building Direct Expenses applicable to the Base Year shall be increased in order to reflect Building Direct Expenses for an entire twelve (12) month period. Further, in its sole discretionno event shall any decrease in Building Direct Expenses for such Building for any "Expense Year" for the Building as that term is defined in Section 4.2.6 below, below Building Direct Expenses for the Base Year entitle Tenant to provide an Incremental Revolving Credit Commitment any decrease in Base Rent for the Building or an Incremental Term Loan Commitmentany credit against sums due under this Lease. Any Incremental Term Loans made It is the intent of Landlord and Tenant hereunder that Building Direct Expenses be calculated for the Building separately based on an Increased Amount Date the Building Direct Expenses allocated to such Building. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are collectively referred to in this Lease as the "ADDITIONAL RENT", and the Base Rent and the Additional Rent are collectively referred to in this Lease as "RENT." All amounts due under this Article 4 as Additional Rent shall be designated a separate series (eachpayable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, a “Series”) the obligations of Incremental Term Loans Tenant to pay the Additional Rent provided for all purposes in this Article 4, and the obligation of this AgreementLandlord to refund to Tenant any overpayment of Building Direct Expenses pursuant to Section 4.2 below, shall survive the expiration of the Lease Term.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the annual “Direct Expenses,” as those terms are defined in Sections 1.1.10 and 1.1.2, respectively, of Exhibit G attached to request (i) prior to this Lease, for each portion of the Revolving Credit Termination DatePremises, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of Direct Expenses applicable to the “Base Year,” as that term is defined in Section 1.1.1 of Exhibit G, applicable to such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments Premises; provided, however, that in no event shall any decrease in Direct Expenses for any “Expense Year,” as that term is defined in Section 1.1.6 of Exhibit G, below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or Incremental Term Loan Commitments may elect or declineany credit against sums due under this Lease. Such payments by Xxxxxx, in its sole discretiontogether with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be designated a separate series payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 and Exhibit G shall survive the expiration of the Lease Term. Landlord may upon expiration of the Lease Term deliver to Tenant an estimate of any Base Rent, Additional Rent or other obligations outstanding, and Landlord may either deduct such amount from any funds otherwise payable to Tenant upon expiration or require Tenant to pay such funds immediately. Landlord shall make necessary adjustments for differences between actual and estimated Additional Rent in accordance with Section 1.4, below. Notwithstanding the foregoing, or the terms of Exhibit G to the contrary, Tenant shall have no obligation to pay any Direct Expenses for each portion of the Premises attributable to the first twelve (each, a “Series”12) months of Incremental the Lease Term Loans for all purposes applicable to such portion of this Agreementthe Premises.

General Terms. The Borrower may by written notice to the Administrative Agent elect to request (i) prior to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 50,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 50,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreement.

General Terms. The Borrower may by written notice Senior Notes offered and sold to persons reasonably believed to be QIBs in reliance on Rule 144A shall, unless the Administrative Agent elect to request (i) prior to Company otherwise notifies the Revolving Credit Termination DateTrustee in writing, an increase to be issued in the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment form of one or more new term loan commitments (any such increasepermanent global Securities substantially in the form attached hereto as Exhibit A, except as otherwise permitted herein. Such global Securities shall be referred to collectively herein as the “Rule 144A Global Securities,” and shall be deposited with the Trustee, as custodian for the Depositary or its nominee, for credit to an account of members of, or participants in, the Depositary (“Incremental Term Loan CommitmentsAgent Members”), and shall be duly executed by an the Company and authenticated by the Trustee as provided herein. The aggregate principal amount not of Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Senior Notes offered and sold in excess of $200,000,000 offshore transactions in reliance on Regulation S under the Securities Act shall, unless the Company otherwise notifies the Trustee in writing, be issued in the aggregate and not less than $5,000,000 individually (form of one or such lesser amount that more global Securities substantially in the form attached hereto as Exhibit A, except as otherwise permitted herein. Such global Securities shall be approved referred to herein as the “Regulation S Global Securities,” and shall be deposited with the Trustee, as custodian for the Depositary or its nominee for the accounts of designated Agent Members holding on behalf of Euroclear or Clearstream and shall be duly executed by Administrative Agent the Company and authenticated by the Trustee as provided herein. The aggregate principal amount of Regulation S Global Securities may from time to time be increased or such lesser amount that shall constitute decreased by adjustments made in the difference between $200,000,000 records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to the limitations on the issuance of certificated Securities set forth in Sections 4 and 5 of this Appendix, Securities issued pursuant to Section 3.06 of the aggregate Base Indenture in exchange for or upon transfer of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify beneficial interests (x) in Rule 144A Global Securities shall be in the Business Day form of permanent certificated Securities substantially in the form attached hereto as Exhibit A (each an the “Increased Amount DateRule 144A Physical Securities”) or (y) in Regulation S Global Securities (if any), on which or after the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicableRegulation S Security Exchange Date with respect to such Regulation S Global Securities, shall be effectivein the form of permanent certificated Securities substantially in the form attached hereto as Exhibit A (the “Regulation S Physical Securities”), which respectively, as hereinafter provided. The Rule 144A Physical Securities and Regulation S Physical Securities shall be a date not less than 60 days after construed to include any certificated Securities issued in respect thereof pursuant to Sections 3.04, 3.06 or 3.07 of the date on which such notice is delivered Base Indenture or pursuant to Administrative Agent and (y) any partial redemption of the identity of each LenderSenior Notes, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect Rule 144A Global Securities and Regulation S Global Securities shall be construed to include any global Securities issued in respect thereof pursuant to Sections 3.04, 3.06 or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion 3.07 of the Incremental Revolving Credit Commitments Base Indenture or Incremental Term Loan Commitments may elect or declinepursuant to any partial redemption of the Senior Notes. The Rule 144A Physical Securities and the Regulation S Physical Securities, in its sole discretiontogether with any other certificated Securities issued and authenticated pursuant to the Indenture, are sometimes collectively herein referred to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (eachas the “Physical Securities.” The Rule 144A Global Securities and the Regulation S Global Securities, a together with any other global Securities that are issued and authenticated pursuant to the Indenture, are sometimes collectively referred to as the “SeriesGlobal Securities.”) of Incremental Term Loans for all purposes of this Agreement.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in ARTICLE 3 of this Lease, Tenant shall pay “TENANT’S SHARE” of the Revolving Credit Termination Dateannual “DIRECT EXPENSES,” as those terms are defined in SECTIONS 4.2.6 and 4.2.2 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the “Base Year,” as that term is defined in SECTION 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. In addition to the foregoing obligations, Tenant shall also pay “TENANT’S ELECTRICITY COST,” as defined in Section 4.7 of this Lease, separately from any increases in Direct Expenses. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the TCCs of this Lease, are hereinafter collectively referred to as the “ADDITIONAL RENT,” and the Base Rent and the Additional Rent are herein collectively referred to as “RENT.” All amounts due under this ARTICLE 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. The obligations of Tenant to pay the Additional Rent provided that Administrative Agent may elect for in this ARTICLE 4 shall survive the expiration or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion earlier termination of the Incremental Revolving Credit Commitments Lease Term for such period of time as is required to reconcile the Estimated Excess and Overpayment Amount of Direct Expenses pursuant to SECTION 4.4.1 hereof; provided, however, that any other contingent or Incremental Term Loan Commitments may elect unliquidated contractual claims of Landlord or declineTenant (e.g., in its sole discretion, to provide an Incremental Revolving Credit Commitment indemnity) shall survive the expiration or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes earlier termination of this AgreementLease only for so long as any applicable statute of limitations would permit such actions under Massachusetts law.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in ARTICLE 3 of this Lease, Tenant shall pay "TENANT'S SHARE" of the Revolving Credit Termination Dateannual "DIRECT EXPENSES," as those terms are defined in SECTIONS 4.2.6 and 4.2.2 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the "Base Year," as that term is defined in SECTION 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. In addition to the foregoing obligations, Tenant shall also pay "TENANT'S ELECTRICITY COST," as defined in Section 4.7 of this Lease, separately from any increases in Direct Expenses. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the TCCs of this Lease, are hereinafter collectively referred to as the "ADDITIONAL RENT," and the Base Rent and the Additional Rent are herein collectively referred to as "RENT." All amounts due under this ARTICLE 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. The obligations of Tenant to pay the Additional Rent provided that Administrative Agent may elect for in this ARTICLE 4 shall survive the expiration or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion earlier termination of the Incremental Revolving Credit Commitments Lease Term for such period of time as is required to reconcile the Estimated Excess and Overpayment Amount of Direct Expenses pursuant to SECTION 4.4.1 hereof; provided, however, that any other contingent or Incremental Term Loan Commitments may elect unliquidated contractual claims of Landlord or declineTenant (e.g., in its sole discretion, to provide an Incremental Revolving Credit Commitment indemnity) shall survive the expiration or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes earlier termination of this AgreementLease only for so long as any applicable statute of limitations would permit such actions under Massachusetts law.

General Terms. The Borrower may by written notice As set forth in this Article 4, in addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay "Tenant's Share" of the annual "Project Expenses," as those terms are defined in Sections 4.2.7 and 4.2.4 of this Lease, respectively, allocated to the Administrative Agent elect tenants of the Building pursuant to request (i) the terms of Section 4.3 below, to the extent such Project Expenses allocated to the tenants of the Building are in excess or such Project Expenses applicable to the "Base Year," as that term is defined in Section 4.2.1 of this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the "Additional Rent," and the Base Rent and the Additional Rent are sometimes herein collectively referred to as "Rent." Except as otherwise expressly provided in this Lease to the contrary, if Base Rent is abated or free Base Rent is granted by Landlord during the Lease Term, no such abatement or granting of free Base Rent shall alter or modify Tenant's obligation to pay Additional Rent pursuant to this Article 4. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term. the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term, to the extent same is attributable to the time period prior to the Revolving Credit Termination Dateexpiration of the Lease Term. If Tenant disputes that an amount is due and owing by it pursuant to this Lease, an increase Tenant shall have the right, without waiving any rights held by it at law or in equity, to the existing Revolving Credit Commitments (pay any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment amount under protest and thereafter to seek recovery of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementany part thereof from Landlord.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request Base Rent specified in Article 3 of this Lease, Tenant shall pay (i) prior "Tenant's Share" of the annual "Direct Expenses," as those terms are defined in Sections 1.1.10 and 1.1.2, respectively, of Exhibit G attached to this Lease, which are in excess of the amount of Direct Expenses applicable to the Revolving Credit Termination Date"Base Year," as that term is defined in Section 1.1.1 of Exhibit G, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or and (ii) Tenant's Share of "Capital Expenses," as that term is defined in Section 1.1.9 of Exhibit G, pursuant to Section 1.4 of Exhibit G; provided, however, that in no event shall any decrease in Direct Expenses for any "Expense Year," as that term is defined in Section 1.1.6 of Exhibit G, below Direct Expenses for the establishment Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of one or more new term loan commitments (any such increasethis Lease, are hereinafter collectively referred to as the "Additional Rent," and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the “Incremental obligations of Tenant to pay the Additional Rent provided for in this Article 4 and Exhibit G shall survive the expiration of the Lease Term. Landlord may upon expiration of the Lease Term Loan Commitments”)deliver to Tenant an estimate of any Base Rent, by an Additional Rent or other obligations outstanding, and Landlord may either deduct such amount not from any funds otherwise payable to Tenant upon expiration or require Tenant to pay such funds immediately. Landlord shall make necessary adjustments for differences between actual and estimated Additional Rent in excess of $200,000,000 in accordance with Section 1.4, below. Notwithstanding the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lenderforegoing, or other Person that is an Eligible Assignee the terms of Exhibit G to the contrary, Tenant shall have no obligation to pay any Direct Expenses or Capital Expenses attributable to the first twelve (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion 12) months of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this AgreementLease Term.

General Terms. The Borrower may In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay "Tenant's Share" of the annual "Direct Expenses," as those terms are defined in Sections 4.2.6 and 4.2.2, respectively, of this Lease. Such payments by written notice Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the Administrative Agent elect TCCs of this Lease, are hereinafter collectively referred to request (i) prior as the "Additional Rent," and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this Article 4 as Additional Rent shall be payable for the Revolving Credit Termination Date, an increase to same periods and in the existing Revolving Credit Commitments (any such increasesame manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the “Incremental Revolving Credit Commitments”) and/or (ii) obligations of Tenant to pay the establishment Additional Rent accruing during the Lease Term provided for in this Article 4 shall survive the expiration of one or more new term loan commitments (the Lease Term. Landlord and Tenant understand and agree that this Lease is a "Triple Net" Lease. Tenant recognizes and acknowledges, without limiting the generality of any such increaseother TCCs of this Lease, that it is the intent of the parties hereto that the Base Rent provided to be paid by Tenant to Landlord shall be net to Landlord, and any and all expenses incurred in connection with the Premises, the “Incremental Term Loan Commitments”)Building and an applicable portion of the Common Areas, by an amount not or in excess connection with the operations thereof, include any and all taxes, assessments, general or special license fees, insurance premiums, public utility bills and costs of $200,000,000 in repair, maintenance and operation of the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 Premise and the aggregate of such Incremental Revolving Credit Commitments Project and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) all buildings, structures, permanent fixtures and other improvements comprised therein, together with the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicableappurtenances thereto, shall be effectivepaid by Tenant in addition to the Base Rent specified in this Lease, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, except as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementotherwise specifically set forth herein.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay "Tenant's Share" of the Revolving Credit Termination Dateannual "Direct Expenses," as those terms are defined in Sections 4.2.6 and 4.2.2 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of Direct Expenses applicable to the "Base Year," as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the "ADDITIONAL RENT", and the Base Rent and the Additional Rent are herein collectively referred to as "RENT." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term but shall be payable only for periods included within the Lease Term. Notwithstanding the foregoing, other than Tax Expenses and costs incurred for utilities (the "EXCLUDED EXPENSES"), Tenant shall not be responsible for Tenant's Share of any Direct Expenses which are first billed to Tenant more than two (2) calendar years after the end of the Expense Year to which such allocations; Direct Expenses relate, provided that Administrative Agent may elect or decline Tenant shall be responsible for Excluded Expenses first billed to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion Tenant more than two (2) calendar years after the end of the Incremental Revolving Credit Commitments Expense Year to which such Excluded Expenses relate only to the extent that Landlord becomes aware of such increased Excluded Expenses following such two (2) year period due to governmental revision, supplementation or Incremental Term Loan Commitments may elect or decline, other governmental action which results in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) the adjustment of Incremental Term Loans for all purposes of this Agreementthe Excluded Expenses.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request Base Rent specified in Article 3 of this Lease, Tenant shall pay (i) prior "Tenant's Share" of the annual "Building Direct Expenses," as those terms are defined in Sections 4.2.1 0 and 4.2.2 of this Lease, respectively, which are in excess of the amount of Building Direct Expenses applicable to the Revolving Credit Termination Date"Base Year," as that term is defined in Section 4.2.1 of this Lease, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or and (ii) Tenant's Share of "Capital Expenses," as that term is defined in Section 4.2.9, below, pursuant to Section 4.6 of this Lease; provided, however, that in no event shall any decrease in Building Direct Expenses for any "Expense Year," as that term is defined in Section 4.2.6 of this Lease, below Building Direct Expenses for the establishment Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of one or more new term loan commitments (any such increasethis Lease, are hereinafter collectively referred to as the "Additional Rent," and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the “Incremental obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term. Landlord may upon expiration of the Lease Term Loan Commitments”)deliver to Tenant an estimate of any Base Rent, by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, Additional Rent or other Person that is an Eligible Assignee (eachobligations outstanding, an “Incremental Revolving Loan Lender” and Landlord may either deduct such amount from any funds other-wise payable to Tenant upon expiration or an “Incremental Term Loan Lender”require Tenant to pay such funds immediately. Landlord shall make necessary adjustments for differences between actual and estimated Additional Rent in accordance with Section 4.4, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementbelow.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request Base Rent specified in ARTICLE 3 of this Lease, Tenant shall pay (ia) prior to "Tenant's Share," as that term is defined in SECTION 4.2.7 of this Lease, of the Revolving Credit Termination Dateannual "Insurance Expenses," as that term is defined in SECTIONS 4.2.4 of this Lease, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided Insurance Expenses applicable to the "Base Year," as that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments term is defined in its sole discretion and any Lender approached to provide all or a portion SECTION 4.2.1 of this Lease, plus (b) Tenant's Share of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineannual "Operating Expenses," as that term is defined in SECTION 4.2.5 of this Lease, which are in excess of the amount of Operating Expenses applicable to the Base Year, plus (c) Tenant's Share of the annual "Tax Expenses," as that term is defined in SECTION 4.2.6 of this Lease, which are in excess of the amount of Tax Expenses applicable to the Base Year; provided, however, in its sole discretionno event shall any decrease in Insurance Expenses, Operating Expenses or Tax Expenses, as the case may be, for any "Expense Year," as that term is defined in SECTION 4.2.3 of this Lease, below Insurance Expenses, Operating Expenses or Tax Expenses, respectively, for the Base Year entitle Tenant to provide an Incremental Revolving Credit Commitment any decrease in Base Rent or an Incremental Term Loan Commitmentany credit against any Additional Rent or other sums due under this Lease. Any Incremental Term Loans made on an Increased Amount Date Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the "ADDITIONAL RENT", and the Base Rent and the Additional Rent are herein collectively referred to as "RENT." All amounts due under this ARTICLE 4 as Additional Rent shall be designated a separate series (eachpayable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, a “Series”) the obligations of Incremental Term Loans Tenant to pay the Additional Rent provided for all purposes in this ARTICLE 4 shall survive the expiration of this Agreementthe Lease Term.

General Terms. The Borrower may by written notice Commencing with the first (1st) day after the Base Year, in addition to paying the Administrative Agent elect to request Base Rent specified in Article 3 of this Lease, Tenant shall pay Tenant’s Share (ias defined below) prior to of the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments annual Direct Expenses (any such increase, the “Incremental Revolving Credit Commitments”as defined below) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided Direct Expenses over the Allowance (as defined below). “Allowance” shall be the total dollar amount of Direct Expenses actually incurred by Landlord during the Base Year for the Buildings. Landlord and Tenant agree that, notwithstanding anything contained in this Lease to the contrary, commencing with the first Expense Year (as defined below) following the Base Year, and for each Expense Year thereafter, the aggregate Controllable Operating Costs, as that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments term is defined below, shall not increase more than five percent (5%) in its sole discretion and any Lender approached to provide all or a portion Expense Year over the maximum amount of the Incremental Revolving Credit Commitments aggregate Controllable Operating Costs chargeable for the immediately preceding Expense Year, with no limit on the aggregate Controllable Operating Costs during the Base Year (except as provided in the definition of Operating Costs below) (the “Annual Cap”). “Controllable Operating Costs” shall mean all Operating Costs except utility costs, costs of services provided under a union contract and costs associated with repairs due to casualty, vandalism or Incremental Term Loan Commitments may elect other source outside of Landlord’s reasonable control and in no event shall Controllable Operating Costs include Tax Expenses or declineInsurance Premiums. Such payments by Xxxxxx, in its sole discretion, together with any and all other amounts payable by Tenant to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes Landlord pursuant to the terms of this AgreementLease including the parking charges (as set forth in Article 30), are hereinafter collectively referred to as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent”. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent, related to the period of time during which the Lease is in effect, provided for in this Article 4 shall survive the expiration of the Lease Term.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Second Amendment Tenant Improvements and before the Contractor's equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy or the insured will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Second Amendment Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall repair the same. Tenant's Agents shall maintain all of the foregoing insurance coverage in force until the Second Amendment Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the Administrative Agent elect to request (i) prior to work and acceptance by Landlord and Tenant. All policies carried under this Section 4.2.2.4 shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant's Agents. All insurance, except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogation claims by the Revolving Credit Termination Date, an increase to insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the existing Revolving Credit Commitments (owner and that any such increase, other insurance maintained by owner is excess and noncontributing with the “Incremental Revolving Credit Commitments”) and/or (ii) insurance required hereunder. The requirements for the establishment foregoing insurance shall not derogate from the provisions for indemnification of one or more new term loan commitments (Landlord by Tenant under Section 4.2.2.2 of this Tenant Work Letter. In connection with any such increase, the “Incremental Term Loan Commitments”), by an amount not Second Amendment Tenant Improvements which cost in excess of $200,000,000 1,000,000.00 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitmentsaggregate, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLandlord may, in its sole discretion, require Tenant to provide obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated amount sufficient to ensure the lien-free completion of the Second Amendment Tenant Improvements and naming Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the annual “Building Direct Expenses,” as those terms are defined in Sections 4.2.8 and 4.2.1 of this Lease, respectively. Such payments by written notice Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the Administrative Agent elect terms of this Lease, are hereinafter collectively referred to request (i) prior as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the Revolving Credit Termination Date, an increase to same periods and in the existing Revolving Credit Commitments (any such increasesame manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term. Landlord may upon expiration of the Lease Term deliver to Tenant an estimate of any Base Rent, Additional Rent or other obligations outstanding, and Landlord may either deduct such amount from any funds otherwise payable to Tenant upon expiration or require Tenant to pay such funds immediately. Landlord shall make necessary adjustments for differences between actual and estimated Additional Rent in accordance with Section 4.4, below. Landlord and Tenant understand and agree that this Lease is a “Incremental Revolving Credit Commitments”) and/or triple net” Lease. Tenant recognizes and acknowledges, without limiting the generality of any other terms, covenants, conditions or provisions of this Lease, that it is the intent of the parties hereto that the Base Rent provided to be paid by Tenant to Landlord shall be net to Landlord, and, except as specifically excluded herein (ii) including all express obligations of Landlord set out in this Lease), any and all expenses incurred in connection with the establishment of one or more new term loan commitments (any such increasePremises, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 Building and the aggregate Project, or in connection with the operations thereof, including any and all taxes, assessments, general or special license fees, insurance premiums, public utility bills and costs of such Incremental Revolving Credit Commitments repair, maintenance and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) operation of the Business Day (each an “Increased Amount Date”) on which Premises, the Borrower proposes that Building and the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsProject, as applicabletogether with the appurtenances thereto, shall be effective, which shall be a date not less than 60 days after paid by Tenant in addition to the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Base Rent specified in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this AgreementLease.

General Terms. 5.1 The Borrower Lender reserves the right to levy such fees and/or charges, from time to time, as specified in the Loan Documents. The fees and charges levied by the Lender in pursuance to the Loan Documents shall be non-refundable and non-transferable. The Lender may by written during the Loan Tenure and at its sole discretion, with or without any prior notice to the Administrative Agent elect Borrower, amend / revise any of the terms and conditions contained in the Agreement including the repayment schedule, Interest Rate and/or any other fee or charge such as Penal Interest, processing fees, annual maintenance charges, Bounce Charges, Outstation Collection Charges, PDC Swap Charges, Pre-payment Charges, activation fee, Flexi Fee, service charges, other charges etc. and the Borrower acknowledges and agrees to request (i) prior be bound by such revised terms and conditions including repayment schedule, Interest Rate and/or such fee or charges mentioned above. The Lender shall give notice to the Revolving Credit Termination DateBorrower of any such amendment/revision/ addition and shall ensure that changes in Interest Rate and other fee or charges are effected only prospectively. The Lender shall notify the Borrower of such changes by updating the same on the Website or through other modes of communication. The Borrower hereby agrees to keep himself/herself abreast with all notifications on the Website in this regard and shall be bound by the aforesaid change and agrees not to dispute the same. 5.2 Any statement of account furnished by the Lender regarding the Outstanding Dues payable by the Borrower under this Agreement shall be accepted by and be binding on the Borrower and shall be a conclusive proof of the correctness of the amount mentioned therein. Without prejudice to what is stated above, an increase if the Borrower desire to question any statement or any part thereof, the Borrower shall furnish to the existing Revolving Credit Commitments Lender full details of the same within 10 (ten) Business Days from the receipt of the statement by the Borrower and the Lender may consider the same and the Borrower shall not be entitled to object to the same thereafter on any such increaseground whatsoever. It is however clarified that the Borrower shall not be entitled to default or delay the payment of Monthly Instalments on the ground of the statement of account furnished by the Lender being inaccurate or any other ground whatsoever. 5.3 Wherever the Borrower has given demand promissory note(s) to the Lender for the amount of the Loan, in case of a default, the “Incremental Revolving Credit Commitments”) and/or (ii) Borrower will still be liable to repay to the establishment Lender the Loan amount along with the interest at the Interest Rate hereto from the date of one or more new term loan commitments (any such increasedefault till actual payment. 5.4 The Borrower confirms that if a demand promissory note is issued by him/her, the “Incremental Term same shall operate as continuing security to the Lender to be enforceable for the repayment of the Outstanding Dues and/or all sums remaining unpaid under the Loan Commitments”)now or hereafter, by an amount not including all interest to become payable in excess respect of/under the Loan or which may in future be advanced and that the Borrower will remain liable under/in respect of $200,000,000 the demand promissory note notwithstanding payment made into the account of the Loan from time to time or the Loan being reduced or extinguished from time to time or even if the balance in the aggregate account of the Loan may be in credit. In case of death of the Borrower, the demand promissory note(s) given by the Borrower will be invoked against his/ her legal heir/s, legal representative/s, executor/s, administrator/s and permitted assign/s. 5.5 Any promotional scheme and/or contest being initiated by the Lender for its customers is independent of this Agreement and the Loan and such promotional schemes and/or contests do not less than $5,000,000 individually (constitute any kind of solicitation by the Lender. Such promotional schemes and/ or such lesser amount that contests shall be approved governed by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 terms and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effectiveconditions in relation thereto, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom carefully read by the Borrower proposes in case the Borrower decides to participate in such schemes/contests. Further, the Borrower agrees and confirms that the Lender shall have the right to withdraw any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in promotional schemes at its sole discretion. 5.6 The Borrower hereby agrees and confirm that the Lender shall have the right to cross sell its other products and services (like insurance) and the products and services of its Affiliates, to the Borrower along with the Loan. 5.7 In case, Borrower has chosen an insurance cover and is a member of ‘Group Insurance Policy’ taken by the Lender, the Lender shall have the right to appropriate insurance claim paid thereunder towards the Outstanding Dues. If after such appropriation, there be any surplus leftover, it shall be paid to the Borrower. If there is any deficit, then the Borrower shall be liable to pay entire deficit forthwith. 5.8 At the request of the Borrower, the Lender may at its own discretion also finance the insurance premium of an insurance policy insuring the Borrower against various risks including without limitation the risks of personal accident, accidental hospitalization, Outstanding Dues to the Lender and/or critical illness provided that such insurance policy has been taken out by the Lender on behalf of the Borrower from an insurance company approved by the Lender with a specific instruction and authority by the Borrower to such insurance company that in case of any loss, the loss will be paid to the Lender by such insurance company. Such insurance premium paid by the Lender on behalf of the Borrower shall be added as the principal amount to the Loan granted herein and shall from part of the Loan. The Borrower shall pay to the Lender the amounts towards insurance premium as mentioned above which may be loaded to the installments. The insurance premium being a part of Loan may be disbursed by the Lender directly to such an insurance company approved by the Lender and such disbursement shall be deemed to be disbursement to the Borrower. Wherever the Borrower agrees for the insurance coverage, all expenses, charges, fees, and taxes etc. as applicable shall be incurred and paid by the Borrower. In the event the said charges are paid by the Lender on Borrower’s behalf the Borrower shall reimburse the same to the Lender within 24 (twenty-four) hours of the Lender’s demand. 5.9 The Borrower shall pay any and all stamp duty, stamp duty penalties, registration fees and similar taxes and duties which are or may become payable in connection with the entry into, performance or enforcement of this Agreement and/or Loan Documents whether at the time of execution or thereafter. The Borrower hereby agrees that in case the Lender is required to make any payments such as stamp duty, stamp duty penalty, registration charges and/or any other charges and/or duties on and in relation to this Agreement and/ or Loan Documents or any other underlying/associated documents, whether at the time of the execution or thereafter then the Lender shall be entitled/authorised to recover the same from the Borrower. 5.10 The Borrower shall provide to the Lender the correct Goods and Service Tax ('GST') registration number ('GSTIN') of the Borrower and the Lender shall not be responsible for verification of the same. In the event, the Borrower fails to furnish the GSTIN to the Lender, the Borrower shall be treated as unregistered for the purpose of GST. 5.11 The Lender shall raise an Incremental Revolving Credit Commitment invoice on the Borrower in respect to the fees, charges and/or penal interest levied as per the Loan Documents. In the event the Lender issues a credit note towards adjustment of any discrepancy in the value of invoice raised by the Lender and if Borrower has failed to adjust the excessive input tax credit claimed by the Borrower on account of such discrepancy, the Borrower shall pay to the Lender the differential input tax credit, within a period of 30 (thirty) days from the date such issue is raised by the Lender. In the event the said amount is not paid by the Borrower to the Lender, the same shall be a debt due from the Borrower and shall be payable forthwith to the Lender together with any interest thereon. The Lender shall not be liable for any loss of credit arising on account of incomplete, erroneous or an Incremental Term Loan Commitmentwrong details mentioned in the invoice. 5.12 Any provision of this Agreement which is prohibited or unenforceable including without limitation due to any notification, guidelines, circular issued by RBI from time to time, in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or un-enforceability but that shall not invalidate or affect the remaining provisions of this Agreement nor affect such provision in any other jurisdiction. 5.13 The liabilities of the Borrower and the Co-Borrowers, if any, under this Agreement shall be joint and several. 5.14 Any delay in exercising or omission to exercise any right, power or remedy accruing to the Lender under this Agreement or any other agreement or document shall not impair any such right, power or remedy and shall not be construed to be waiver thereof or any acquiescence in any default, nor shall the action or inaction of the Lender in respect of any default or any acquiescence by it in any default affect or impair any right, power or remedy of the Lender in respect of any other default. 5.15 Any notice to be given to the Borrower in respect of this Agreement shall be deemed to have been validly given if served on the Borrower or sent by courier or left at the address of the Borrower stated in Schedule I hereto or at the Borrower’s existing or last known business or private address. Any Incremental Term Loans made on an Increased Amount Date such notice sent by courier shall be designated a separate series deemed to have been received by the Borrower within 48 (eachforty-eight) hours from the time of its posting. 5.16 Without prejudice to all other rights as the Lender or any of the third parties appointed by the Lender may have under this Agreement and under law, a “Series”on the occurrence of an Event of Default, the Lender, its authorised representatives, agents, and third parties as appointed by the Lender are authorised to use the contact details provided by the Borrower to get in touch with the Borrower (including the authorised signatory(ies)/ representative(s), guarantor(s) (if any) and third parties including the family members of Incremental Term Loans the Borrower) whose information the Borrower has provided to the Lender. Also, the Borrower may be sent reminders from time to time for settlement of any Outstanding Dues by post, fax, telephone, email, SMS text messaging via mobile phone. 5.17 Upon the occurrence and continuation of an Event of Default, the Lender is authorised at any time, without presentment, demand, protest or other notice of any kind to the Borrower, any such notice being expressly waived, to set off and to appropriate and apply any and all purposes monies lying or deposited or held by the Lender. The Borrower agrees, declares and confirms that, notwithstanding any of the provisions of the Indian Contract Act, 1872 or Applicable Law, or any terms and conditions to the contrary contained in this Agreement, the Lender may, at its absolute discretion, appropriate any payments made by the Borrower under this Agreement or any amounts realised by the Lender by enforcement of security or otherwise, towards the dues payable by the Borrower to the Lender under this Agreement and/or other agreements entered into between the Borrower and the Lender and in any manner whatsoever.

General Terms. The Borrower may by written notice Beginning on January 1, 2006, in addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the annual “Direct Expenses,” as those terms are defined in Sections 4.2.6 and 4.2.2 of this Lease, respectively, which are in excess of the amount of Direct Expenses applicable to the Administrative Agent elect “Base Year,” as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any “Expense Year,” as that term is defined in Section 4.2.3 below, below Direct Expenses for the Base Year entitle Tenant to request (i) prior any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the Revolving Credit Termination Dateterms of this Lease, an increase are hereinafter collectively referred to as the existing Revolving Credit Commitments (any such increase“Additional Rent”, and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” Except as otherwise expressly set forth herein, all amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the “Incremental Revolving Credit Commitments”) and/or obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term but shall be payable only for periods included within the Lease Term. Notwithstanding the foregoing, other than Tax Expenses and costs incurred for utilities (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan CommitmentsExcluded Expenses”), by an amount Tenant shall not in excess be responsible for Tenant’s Share of $200,000,000 any Direct Expenses which are first billed to Tenant more than two (2) calendar years after the end of the Expense Year to which such Direct Expenses relate, provided that Tenant shall be responsible for Excluded Expenses first billed to Tenant more than two (2) calendar years after the end of the Expense Year to which such Excluded Expenses relate only to the extent that Landlord becomes aware of such increased Excluded Expenses following such two (2) year period due to governmental revision, supplementation or other governmental action which results in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion adjustment of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this AgreementExcluded Expenses.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, for each Portion of the Revolving Credit Termination DatePremises Tenant shall pay “Tenant’s Share” of the annual “Building Office Pool Direct Expenses,” as those terms are defined in Sections 4.2.9, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment and 4.3.1 of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitmentsthis Lease, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity are in excess of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsBuilding Office Pool Direct Expenses or Building Retail Pool Direct Expenses applicable to the “Base Year,” as that term is defined in Section 4.2.1, below; provided provided, however, that Administrative Agent may elect in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or decline any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in its sole discretion the same manner as the Base Rent; provided, however, the parties hereby acknowledge that the first monthly installment of Tenant’s Share of any “Estimated Excess,” as that term is set forth in, and any Lender approached pursuant to provide all or a portion the terms and conditions of, Section 4.4.2 of this Lease, shall first be due and payable for the calendar month occurring immediately following the expiration of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineBase Year. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date this Article 4 shall be designated a separate series (each, a “Series”) survive the expiration of Incremental Term Loans for all purposes of this Agreementthe Lease Term.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the Revolving Credit Termination Dateannual “Direct Expenses,” as those terms are defined in Sections 4.2.6 and 4.2.2 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the “Base Year,” as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. In addition to the foregoing obligations, Tenant shall also pay “Tenant’s Electricity Cost,” as defined in Section 4.7 of this Lease, separately from any increases in Direct Expenses. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the TCCs of this Lease, are hereinafter collectively referred to as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent, provided, however, that Tenant’s obligation to pay Additional Rent shall commence upon the Lease Commencement Date and shall be payable in advance on or before the first day of each and every calendar month during the Lease Term. The obligations of Tenant to pay the Additional Rent provided that Administrative Agent may elect for in this Article 4 shall survive the expiration or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion earlier termination of the Incremental Revolving Credit Commitments Lease for such period of time as is required to reconcile the Estimated Excess and Overpayment Amount of Direct Expenses pursuant to Section 4.4.1 hereof; provided, however, that any other contingent or Incremental Term Loan Commitments may elect unliquidated contractual claims of Landlord or declineTenant (e.g., in its sole discretion, to provide an Incremental Revolving Credit Commitment indemnity) shall survive the expiration or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes earlier termination of this AgreementLease only for so long as any applicable statute of limitations would permit such actions under Massachusetts law. For the avoidance of doubt, Tenant shall not be responsible for any Additional Rent (other than Tenant’s Additional Rent pursuant to Section 4.8) for the Interim Premises through November 30, 2009.

General Terms. The Borrower may by written notice Subject to the Administrative Agent elect terms and conditions hereof, each Lender severally agrees to request extend a revolving line of credit (the “Floor Plan Credit”) to the Company that may be availed of by the Company from time to time during the period from and including the date hereof to but not including the Termination Date, at which time the commitments of the Lenders to extend credit under the Floor Plan Credit shall expire. The maximum amount of the Floor Plan Credit that each Lender agrees to extend to the Company shall be as set forth opposite such Lender’s name on Schedule A hereto under the heading “Floor Plan Commitment”, as such amount may be reduced pursuant hereto (collectively for all Lenders, the “Floor Plan Commitments”). Notwithstanding anything in this Agreement, the Notes, or otherwise to the contrary, the aggregate maximum Floor Plan Commitment through March 31, 2009, will be $90,000,000, and the aggregate maximum Floor Plan Commitment thereafter will be $80,000,000, with each Lender’s respective Floor Plan Commitment for those time periods as specified on Schedule A. The Floor Plan Credit shall be utilized by the Company solely for the purchase of new or used Floor Plan Units and for Reflooring Borrowings hereinafter referred to and shall be in the form of loans (individually, a “Floor Plan Loan” and collectively, the “Floor Plan Loans”); provided that (a) the aggregate principal amount of Floor Plan Loans outstanding at any one time shall not exceed the Floor Plan Commitments (as the same may be reduced pursuant to this Section 1.1(a) and Section 8.3) minus the aggregate Unfunded Approved Amounts then outstanding, (b) the aggregate principal amount of Floor Plan Loans then outstanding and representing Borrowings advanced against Eligible Used Floor Plan Units referred to in clauses (ii) and (iii) below (including Reflooring Borrowings made against Eligible Used Floor Plan Units) shall not at any time exceed $26,000,000, (c) the aggregate principal amount of Floor Plan Loans outstanding and representing Borrowings advanced against Floor Plan Units sold to the U.S. Government shall not at any time exceed $8,000,000, (d) the aggregate principal amount of Floor Plan Loans outstanding and representing Borrowings advanced against Floor Plan Units leased under the Program shall not at any time exceed $2,000,000, and (e) each Borrowing against a particular Floor Plan Unit that is leased under the Program shall not at any time exceed $35,000. Each Borrowing of Floor Plan Loans shall be advanced against individual Floor Plan Units on a specific identification basis, with each Borrowing against an: (i) prior Eligible New Floor Plan Unit to be equal to 100% of the face amount manufacturer invoice (including freight charges), as specified by the applicable manufacturer to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any Agent of such increase, the “Incremental Revolving Credit Commitments”) and/or Eligible New Floor Plan Unit; (ii) Eligible Used Floor Plan Unit that is of the establishment then current model year or the previous seven model years to be equal to the lesser of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which actual purchase price of such notice is delivered to Administrative Agent Floor Plan Unit and (y) 85% of the identity low wholesale value (as determined by reference to the most recently published National Automotive Dealers Association R.V. Industry Appraisal Guide or, if such guide is no longer published, such comparable report or source of each Lenderinformation reasonably designated by the Agent) of such Eligible Used Floor Plan Unit; and (iii) Eligible Used Floor Plan Unit that is of the previous eighth, ninth, or other Person that is an Eligible Assignee tenth model year to be equal to the lesser of (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom x) the Borrower proposes any portion actual purchase price of such Incremental Revolving Credit Commitments Floor Plan Unit, and (y) 65% of the low wholesale value (as determined by reference to the most recently published National Automotive Dealers Association R.V. Industry Appraisal Guide or, if such guide is no longer published, such comparable report or Incremental Term Loan Commitments, as applicable, be allocated and source of information reasonably designated by the amount Agent) of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion Eligible Used Floor Plan Unit. Each Borrowing of Floor Plan Loans under the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date Program shall be designated advanced against individual Floor Plan Units on a separate series (each, a “Series”) of Incremental Term Loans for specific identification basis and will be subject to all purposes of the limits specified in this AgreementSection.

General Terms. The a) By accepting these terms, Borrower hereby permit Lender to conduct credit bureau checks and/or share Borrower’s data with Credit Information Companies (defined below), from time to time. Lender reserves the right to ascertain Borrower’s credit worthiness, from time to time, by obtaining credit bureau report and such other reports as Lender may by written notice deem necessary in our sole and absolute discretion. b) Borrower hereby give his/their full consent and co-operation to the Administrative Agent elect on-boarding process for availing the Credit Facility that may be carried out by Lender. Borrower also agrees to request (iprovide Lender further information and documents that Lender may require from Borrower, from time to time to ascertain Borrower’s creditworthiness. c) prior to Lender shall extend the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior Facility only to such date)Borrowers who are found to be eligible as per the criteria and assessment of Lender. Each such notice shall specify (x) Lender reserves its right to not provide the Business Day (each an “Increased Amount Date”) on which the Credit Facility or hold or reject any further disbursements to Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion direction and its decision in this regard shall be final and binding. If there are any sums due and payable by Borrower to the Lender, whether under this Agreement, or any other Facility Documents or otherwise, then the Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declinemay, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date reduce undisbursed amount of the Facility and, or, adjust such monies against the Facility and all such adjustments shall be designated a separate series (eachtreated as Disbursements to and, a “Series”or, repayment by the Borrower. d) Credit Facility may be subject to additional terms as may be displayed on the Lender’Platform, from time to time and Borrower hereby agree and undertake to abide by such additional terms. e) Borrower shall be solely responsible for the accuracy of Incremental Term Loans all personal information and any other information provided at the time of availing Credit Facility. Borrower further agrees to update and inform us in writing about any changes to the information provided by Borrower at the time of availing the Credit Facility. Borrower shall promptly inform the Lender about any change in its communication address. f) The Borrower expressly recognizes and accepts that Lender shall, without prejudice to its right to perform such activities itself, be absolutely entitled and have full powers and authority to appoint one or more third parties of their choice for outsourcing activities, and outsource to such third parties the right and authority to collect on behalf of Lender KYC documents, e-NACH / ECS Mandate and for collection / recovery of any and all purposes amounts outstanding and due and payable to the Lender under the terms of this Agreement, inclusive of any /all legal remedies available to the Lender against the Borrower, in relation to the Credit Facility and to perform and execute all acts, deeds, matters and things connected therewith or incidental thereto including sending notices of demand, attending the residence or office of the Borrower or otherwise contacting the Borrower. g) The Borrower acknowledges(s) that pursuant to any such services if outsourced by Lender to various service provider/third parties, the Borrower information may be disclosed by Lender to such service provider/third parties. The Borrower hereby gives its consent to disclosure by Lender to such service provider/third parties confidential information relating to Borrower and disclaims any liability that may arise by such disclosure by Lender.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 3.2.1.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice to of any cancellation or lapse of the Administrative Agent elect to request (i) prior to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (effective date or any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 reduction in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate amounts of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)insurance. Each such notice shall specify (x) In the Business Day (each an “Increased Amount Date”) on which the Borrower proposes event that the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsTenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the Work and acceptance by Landlord and Tenant. All policies carried under this Section 3.2.1.4 shall insure Landlord and Tenant, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”their interests may appear, as applicable)well as Contractor and Tenant’s Agents. All insurance, to whom except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the Borrower proposes insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any portion other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of such Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsLandlord by Tenant under Section 3.2.1.2 of this Tenant Work Letter. Consistent with Section 6.05(a) of this Lease, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLandlord may, in its sole discretion, require Tenant to provide obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated amount sufficient to ensure the lien-free completion of the Tenant Improvements, and naming Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may by written notice In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the annual “Direct Expenses,” as those terms are defined in Sections 4.2.6 and 4.2.2 of this Lease, respectively, which are in excess of the amount of Direct Expenses applicable to the Administrative Agent elect “Base Year,” as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to request (i) any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the “Additional Rent”, and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant and Landlord which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent attributable to the period of time prior to the Revolving Credit Termination Lease Expiration Date, an increase as may be extended pursuant to the existing Revolving Credit Commitments (terms of Section 2.2 of this Lease, or earlier termination of this Lease, and Landlord’s obligation to refund to Tenant any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate overpayments of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicableAdditional Rent, shall be effective, which shall be a date not less than 60 days after survive the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion expiration of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLease Term. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to pay Tenant’s Share of increases in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) Direct Expenses over the Direct Expenses for the Base Year until expiration of Incremental Term Loans for all purposes of this Agreementthe Base Year.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 4.2.2(d) shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any material reduction in the amounts of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at no cost to Landlord, unless the Lease is terminated by either party hereto in accordance with the terms of Paragraph 19 of the Lease, in which event Tenant shall have no such repair obligation (provided that the same shall in no event have any effect on Landlord’s right to receive the proceeds from the Builder’s Risk Insurance). Tenant’s Contractor, the Design-Build Subcontractors and other subcontractors shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work. All policies carried under this Section 4.2.2(d) shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant’s Agents, and without limiting the foregoing, Tenant shall cause Landlord to be an additional named insured and loss payee on the Builder’s Risk insurance (subject to Tenant’s rights to the Administrative Agent elect insurance proceeds to request (i) prior make the repairs as required above, and Tenant’s rights to amounts that exceed the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 Tenant Improvement Allowance in the aggregate and not less than $5,000,000 individually (or such lesser amount event that shall be approved the Lease is terminated by Administrative Agent or such lesser amount that shall constitute either party hereto in accordance with the difference between $200,000,000 and terms of Paragraph 19 of the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such dateLease). Each such notice All property insurance maintained by Tenant’s Agents shall specify (x) preclude subrogation claims by the Business Day (each an “Increased Amount Date”) on which insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance and that any other insurance maintained by Landlord is excess and noncontributing with the Borrower proposes that insurance required hereunder. The requirements for the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, foregoing insurance shall be effective, which shall be a date not less than 60 days after derogate from the date on which such notice is delivered to Administrative Agent and (y) the identity provisions for indemnification of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”Landlord by Tenant under Section 4.2.2(b) of Incremental Term Loans for all purposes of this Tenant Improvement Agreement.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request Base Rent specified in Article 3 of this Lease, Tenant shall pay (i) prior "Tenant's Share" of the annual "Building Direct Expenses," as those terms are defined in Sections 4.2.10 and 4.2.2 of this Lease, respectively, which are in excess of the amount of Building Direct Expenses applicable to the Revolving Credit Termination Date"Base Year," as that term is defined in Section 4.2.1 of this Lease, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or and (ii) Tenant's Share of "Capital Expenses," as that term is defined in Section 4.2.9, below, pursuant to Section 4.6 of this Lease; provided, however, that in no event shall any decrease in Building Direct Expenses for any "Expense Year," as that term is defined in Section 4.2.6 of this Lease, below Building Direct Expenses for the establishment Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Xxxxxx, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of one or more new term loan commitments (any such increasethis Lease, are hereinafter collectively referred to as the "Additional Rent," and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the “Incremental obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term. Landlord may upon expiration of the Lease Term Loan Commitments”)deliver to Tenant an estimate of any Base Rent, by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, Additional Rent or other Person that is an Eligible Assignee (eachobligations outstanding, an “Incremental Revolving Loan Lender” and Landlord may either deduct such amount from any funds otherwise payable to Tenant upon expiration or an “Incremental Term Loan Lender”require Tenant to pay such funds immediately. Landlord shall make necessary adjustments for differences between actual and estimated Additional Rent in accordance with Section 4.4, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementbelow.

General Terms. The 2.1 Except as otherwise provided in notes or other instruments issued and/or made by Borrower may to Lender specifically containing provisions in conflict with this Paragraph (in which event the conflicting provisions of said notes or other instruments shall govern and control) that portion of Borrower's Liabilities consisting of: (a) principal payable on account of any Loan shall be payable by written notice Borrower to Lender on demand; (b) costs, fees and expenses payable by Borrower to Lender shall be payable to Lender or to such other Person or Persons designated by Lender, on demand; (c) interest payable by Borrower to Lender shall be payable by Borrower monthly, and prior to demand, only if and to the Administrative Agent elect extent that Borrower's cash flow for any month shall exceed Borrower's expenses and debt service for such month; and (d) the balance of Borrower's Liabilities, if any, shall be payable by Borrower to request Lender on demand. All of such payments to Lender shall be payable at Lender's principal place of business specified at the beginning of this Agreement or at such other place or places as Lender may designate in writing to Borrower. All of such payments to Persons other than Lender shall be payable at such place or places as Lender may designate in writing to Borrower. 2.2 Any Loan may or may not (iat Lender's sole and absolute discretion) prior be evidenced by additional notes or other instruments issued or made by Borrower to Lender. Where any Loan is not so evidenced, it shall be evidenced solely by entries upon the ledgers, books, records and/or computer records of Lender maintained for that purpose. 2.3 All of Borrower's Liabilities shall constitute one obligation secured by Lender's security interest, lien or encumbrance in or upon the Collateral and by all other security interests, liens, claims and encumbrances heretofore, now and/ or from time to time hereafter granted by Borrower and/or any Guarantor to Lender. 2.4 Borrower warrants and represents to Lender that Borrower shall use the proceeds of each Loan solely for business purposes and consistently with all applicable laws and statutes. Borrower further warrants and represents to Lender and covenants with Lender that Borrower is not in the business of extending credit for the purpose of purchasing or carrying margin Stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of the Loan will be used to purchase or carry any margin Stock or to extend credit to others for the purpose of purchasing or carrying any margin Stock. 2.5 Notwithstanding anything contained in this Agreement or the Other Agreements to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increasecontrary, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment principal portion of Borrower's Liabilities outstanding at any one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount time shall not in excess of $200,000,000 exceed in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the principal amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental the applicable Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineNote. Lender, in its sole and absolute discretion, at any time and from time to provide an Incremental Revolving Credit Commitment time, may suspend the restrictions imposed in this Paragraph. 2.6 Borrower hereby authorizes and directs Lender to disburse, for and on behalf of Borrower and for Borrower's account, the proceeds of any Loans to such Person or an Incremental Term Persons as Borrower or any Person specified in Paragraph 14.12 of this Agreement shall direct, whether in writing or orally. 2.7 Borrower shall pay to Lender as part of Borrower's Liabilities, on demand, any and all charges asserted by a bank or other institution against Lender for or with respect to Lender's forwarding to Borrower or at the direction of Borrower of proceeds of any Loans or for or with respect to Lender's depositing for collection any check or item of payment received and/or delivered to Lender on account of Borrower's Liabilities. 2.8 Lender, in its sole and absolute discretion, without notice thereof to Borrower, may disburse any or all proceeds of any Loan Commitmentto pay any costs, expenses or other amounts required to be paid by Borrower hereunder and not so paid, and/or to pay any Person as Lender deems necessary to insure that the security interest, lien or other encumbrance granted to Lender in the Collateral shall at all times have the priority represented and covenanted in this Agreement and the Other Agreements. Any Incremental Term Loans made on an Increased Amount Date All monies so disbursed by Lender shall be designated a separate series part of Borrower's Liabilities, payable by Borrower to Lender on demand. 2.9 Borrower's Liabilities shall bear interest at the rate specified in any note or other instrument evidencing the same, or, in the absence thereof, at a daily rate equal to the daily rate equivalent (eachcomputed on the basis of a 360-day year and charged for actual days elapsed) at the Base Rate. The foregoing rate of interest shall fluctuate hereafter from time to time concurrently with and in an amount equal to each increase or decrease in the Base Rate. 2.10 Lender shall have no obligation to make any advance to Borrower hereunder. This Agreement shall be in effect until terminated by Lender at any time in its sole and absolute discretion, a “Series”) of Incremental Term Loans for all purposes of this Agreementor until terminated by Borrower at any time when Borrower's Liabilities are equal to zero dollars ($0). On or before the termination date, Borrower shall pay to Lender, in full, in cash or by certified or cashier's check, Borrower's Liabilities.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay Tenant's Share of the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not annual Direct Expenses which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of Direct Expenses applicable to the "Base Year," as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the "Additional Rent", and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term but shall be payable only for periods included within the Lease Term. Notwithstanding the foregoing, other than Tax Expenses and costs incurred for utilities (the "Excluded Expenses"), Tenant shall not be responsible for Tenant's Share of any Direct Expenses which are first billed to Tenant more than two (2) calendar years after the end of the Expense Year to which such allocations; Direct Expenses relate, provided that Administrative Agent may elect or decline Tenant shall be responsible for Excluded Expenses first billed to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion Tenant more than two (2) calendar years after the end of the Incremental Revolving Credit Commitments Expense Year to which such Excluded Expenses relate only to the extent that Landlord becomes aware of such increased Excluded Expenses following such two (2) year period due to governmental revision, supplementation or Incremental Term Loan Commitments may elect or declineother governmental action which results in the adjustment of the Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, in its sole discretion, Tenant shall not be obligated to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series pay any Direct Expenses attributable to the first twelve (each, a “Series”12) months of Incremental Term Loans for all purposes of this Agreementthe initial Lease Term.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant and which shall name Landlord, and any other party that Landlord so specifies, as additional insured as to the Administrative Agent elect to request full limits required hereunder for such entire ten (i10) prior to year period. All insurance, except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the Revolving Credit Termination Date, an increase to insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the existing Revolving Credit Commitments (owner and that any such increase, other insurance maintained by owner is excess and noncontributing with the “Incremental Revolving Credit Commitments”) and/or (ii) insurance required hereunder. The requirements for the establishment foregoing insurance shall not derogate from the provisions for indemnification of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), Landlord by an amount not in excess Tenant under Section 4.2.2.2 of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)this Tenant Work Letter. Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLandlord may, in its sole discretion, as provided in Section 8.3 of the Original Lease, require Tenant to provide obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated amount sufficient to ensure the lien-free completion of the Tenant Improvements and naming Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the annual “Direct Expenses,” as those terms are defined in Sections 4.2.5 and 4.2.1 of this Lease, respectively. Such payments by written notice Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the Administrative Agent elect terms of this Lease, are hereinafter collectively referred to request (i) prior as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the Revolving Credit Termination Date, an increase to same periods and in the existing Revolving Credit Commitments (any such increasesame manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term. Landlord and Tenant understand and agree that this Lease is a “Incremental Revolving Credit Commitments”) and/or (ii) triple net” Lease. Tenant recognizes and acknowledges, without limiting the establishment generality of one any other terms, covenants, conditions or more new term loan commitments (provisions of this Lease, that it is the intent of the parties hereto that the Base Rent provided to be paid by Tenant to Landlord shall be net to Landlord, and, except as otherwise provided herein, any such increaseand all expenses incurred in connection with the Premises, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 Building and the aggregate Project, or in connection with the operations thereof, including any and all taxes, assessments, general or special license fees, insurance premiums, public utility bills and costs of such Incremental Revolving Credit Commitments repair, maintenance and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) operation of the Business Day (each an “Increased Amount Date”) on which Premises, the Borrower proposes that Building and the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsProject, as applicabletogether with the appurtenances thereto, shall be effective, which shall be a date not less than 60 days after paid by Tenant in addition to the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Base Rent specified in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this AgreementLease.

General Terms. The Borrower may by written notice As set forth in this Article 4, in addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the annual “Building Complex Expenses,” as those terms are defined in Sections 4.2.6 and 4.2.4 of this Lease, respectively, allocated to the Administrative Agent elect to request (i) prior tenants of the Building pursuant to the Revolving Credit Termination Dateterms of Section 4.3 below, an increase to the existing Revolving Credit Commitments (any extent such increase, Building Complex Expenses allocated to the “Incremental Revolving Credit Commitments”) and/or (ii) tenants of the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not Building are in excess of $200,000,000 Building Complex Expenses incurred or accrued during the “Base Year”, as that term is defined in Section 9.1 of the aggregate Summary. Landlord and not less than $5,000,000 Tenant hereby agree that it is their intent that all Base Rent, Additional Rent and other rent and charges payable to the Landlord under this Lease (hereinafter individually and collectively referred to as “Rent”) shall qualify as “rents from real property” within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended, (the “Code”) and the Department of the U.S. Treasury Regulations promulgated thereunder (the “Regulations”). Should the Code or the Regulations, or interpretations thereof by the Internal Revenue Service contained in revenue rulings or other similar public pronouncements, be changed so that any Rent no longer so qualifies as “rent from real property” for purposes of Section 856(d) of the Code and the Regulations promulgated thereunder, such lesser amount that Rent shall be approved by Administrative Agent or adjusted in such lesser amount manner as the Landlord may require so that it will so qualify; provided, however, that any adjustments required pursuant to this Section 4.1 shall constitute be made so as to produce the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained equivalent (in economic terms) Rent as payable prior to such date)adjustment. Each The parties agree to execute such notice shall specify (x) further instrument as may reasonably be required by the Business Day (each an “Increased Amount Date”) on which Landlord in order to give effect to the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, foregoing provisions of this Section 4.1. All amounts due under this Article 4 as applicable, Additional Rent shall be effectivepayable for the same periods and in the same manner, time and place as the Base Rent. Without limitation on other obligations of Tenant which shall be a date not less than 60 days after survive the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion expiration of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLease Term, the obligations of Tenant to pay the Additional Rent provided for in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date this Article 4 shall be designated a separate series (each, a “Series”) survive the expiration of Incremental Term Loans for all purposes of this Agreementthe Lease Term.

General Terms. The Borrower may by written notice Unless otherwise stated in previous sections of this SOW, the following terms apply to all Services. · Subcontractor is responsible for delivering the Services and for managing and directing the daily activities of its Personnel. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. · Subcontractor reserves the right to determine which personnel to assign to perform Services. Subcontractor Personnel shall at all times be subject to the Administrative Agent elect to request (i) prior to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment employment conditions of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate Subcontractor and not less than $5,000,000 individually (those of Alcatel-Lucent. If Subcontractor personnel are present on Alcatel-Lucent’s or such lesser amount End-Customer’s premises, those Subcontractor personnel shall respect Alcatel-Lucent’s or End Customer’s on-site conditions. · Unless otherwise required by Alcatel-Lucent, Subcontractor may use its proprietary tools and software for providing the Services. · Subcontractor and Alcatel-Lucent acknowledge that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitmentsnot every specific task, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lenderfunction, or other Person service has been, or could be, specifically identified. Accordingly, the Parties agree that is an Eligible Assignee (eachthe scope of the Services includes the performance of such other Services that are consistent with, an “Incremental Revolving Loan Lender” and reasonably inferable to be within the scope described. · Subcontractor agrees to provide its expertise, Personnel, and the professional, technical and project management services required by this SOW or an “Incremental Term Loan Lender”as otherwise necessary and appropriate to carry out the purpose and intent of this SOW. · In the case of any Subcontractor-initiated replacement of Subcontractor Personnel, as applicable)Subcontractor will use commercially reasonable efforts to provide overlapping Services, with replaced Subcontractor Personnel, at no additional cost to Alcatel-Lucent, to whom ensure continuity and prevent duplication of efforts. · Subcontractor will replace any Subcontractor Personnel that Alcatel-Lucent requests to have replaced under Section 15.1 of the Borrower proposes Agreement. Any replacement Personnel will possess experience, qualifications, and credentials necessary to perform the functions identified in this SOW. If Alcatel-Lucent requests removal of a Subcontractor Personnel individual, Subcontractor will use its commercially reasonable efforts to replace that individual within xx business days of the request. Alcatel-Lucent is not obligated to pay for any portion costs associated with replacement of Subcontractor Personnel, including transportation or per diem costs. · Subcontractor will be expected to comply with Alcatel-Lucent’s standard background check policy, which includes drug testing and, if applicable, End User Customer’s background check policy. · Subcontractor shall not assign any former Alcatel-Lucent employee to this Project unless there has been at least a six (6) months since the termination or resignation of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this AgreementFormer Employee’s employment at Alcatel-Lucent.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay "TENANT'S SHARE" of the Revolving Credit Termination Dateannual "DIRECT EXPENSES," as those terms are defined in Sections 4.2.6 and 4.2.2 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the "Base Year," as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the "ADDITIONAL RENT", and the Base Rent and the Additional Rent are herein collectively referred to as "RENT." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term, provided that Administrative Agent may elect or decline Landlord bills Tenant for such Additional Rent within one (1) year following the calendar year in which the Lease Term expires, except where the failure to arrange timely furnish such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments bill as to any particular item includable as Additional Rent is beyond Landlord's reasonable control (e.g., tax assessments that are late in its sole discretion and any Lender approached to provide all or a portion of arriving from the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineassessor), in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date which case such one (1) year limit shall not be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementapplicable.

General Terms. The 2.1 Except as otherwise provided in notes or other instruments issued and/or made by Borrower may to Lender specifically containing provisions in conflict with this Paragraph (in which event the conflicting provisions of said notes or other instruments shall govern and control) that portion of Borrower's Liabilities consisting of: (a) principal payable on account of any Loan shall be payable by written notice Borrower to Lender, on demand; (b) costs, fees and expenses payable by Borrower to Lender shall be payable to Lender or to such other Person or Persons designated by Lender, on demand; (c) interest payable by Borrower to Lender shall be payable by Borrower monthly, and prior to demand, only if and to the Administrative Agent elect extent that Borrower's cash flow for any month shall exceed Borrower's expenses and debt service for such month; and (d) the balance of Borrower's Liabilities, if any, shall be payable by Borrower to request Lender on demand. All of such payments to Lender shall be payable at Lender's principal place of business specified at the beginning of this Agreement or at such other place or places as Lender may designate in writing to Borrower. All of such payments to Persons other than Lender shall be payable at such place or places as Lender may designate in writing to Borrower. 2.2 Any Loan may or may not (iat Lender's sole and absolute discretion) prior be evidenced by additional notes or other instruments issued or made by Borrower to Lender. Where any Loan is not so evidenced, it shall be evidenced solely by entries upon the ledgers, books, records and/or computer records of Lender maintained for that purpose. 2.3 All of Borrower's Liabilities shall constitute one obligation secured by Lender's security interest, lien or encumbrance in or upon the Collateral and by all other security interests, liens, claims and encumbrances heretofore, now and/or from time to time hereafter granted by Borrower and/or any Guarantor to Lender. 2.4 Borrower warrants and represents to Lender that Borrower shall use the proceeds of each Loan solely for business purposes and consistently with all applicable laws and statutes. Borrower further warrants and represents to Lender and covenants with Lender that Borrower is not in the business of extending credit for the purpose of purchasing or carrying margin Stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of the Loan will be used to purchase or carry any margin Stock or to extend credit to others for the purpose of purchasing or carrying any margin Stock. 2.5 Notwithstanding anything contained in this Agreement or the Other Agreements to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increasecontrary, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment principal portion of Borrower's Liabilities outstanding at any one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount time shall not in excess of $200,000,000 exceed in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the principal amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental the applicable Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineNote. Lender, in its sole and absolute discretion, at any time and from time to provide an Incremental Revolving Credit Commitment time, may suspend the restrictions imposed in this Paragraph. 2.6 Borrower hereby authorizes and directs Lender to disburse, for and on behalf of Borrower and for Borrower's account, the proceeds of any Loans to such Person or an Incremental Term Persons as Borrower or any Person specified in Paragraph 14.12 of this Agreement shall direct, whether in writing or orally. 2.7 Borrower shall pay to Lender as part of Borrower's Liabilities, on demand, any and all charges asserted by a bank or other institution against Lender for or with respect to Lender's forwarding to Borrower or at the direction of Borrower of proceeds of any Loans or for or with respect to Lender's depositing for collection any check or item of payment received and/or delivered to Lender on account of Borrower's Liabilities. 2.8 Lender, in its sole and absolute discretion, without notice thereof to Borrower, may disburse any or all proceeds of any Loan Commitmentto pay any costs, expenses or other amounts required to be paid by Borrower hereunder and not so paid, and/or to pay any Person as Lender deems necessary to insure that the security interest, lien or other encumbrance granted to Lender in the Collateral shall at all times have the priority represented and covenanted in this Agreement and the Other Agreements. Any Incremental Term Loans made on an Increased Amount Date All monies so disbursed by Lender shall be designated a separate series part of Borrower's Liabilities, payable by Borrower to Lender on demand. 2.9 Borrower's Liabilities shall bear interest at the rate specified in any note or other instrument evidencing the same, or, in the absence thereof, at a daily rate equal to the daily rate equivalent (eachcomputed on the basis of a 360 day year and charged for actual days elapsed) at the Base Rate. The foregoing rate of interest shall fluctuate hereafter from time to time concurrently with and in an amount equal to each increase or decrease in the Base Rate. 2.10 Lender shall have no obligation to make any advance to Borrower hereunder. This Agreement shall be in effect until terminated by Lender at any time in its sole and absolute discretion, a “Series”) of Incremental Term Loans for all purposes of this Agreementor until terminated by Borrower at any time when Borrower's Liabilities are equal to zero dollars ($0). On or before the termination date, Borrower shall pay to Lender, in full, in cash or by certified or cashier's check, Borrower's Liabilities.

General Terms. The Borrower may Certificated for all insurance carried pursuant to this Section shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. Such policies (or the certificate thereof) shall contain an undertaking by insurer to the effect that should any of the above described policies be cancelled before the expiration date thereof, the insurer affording coverage will endeavor to mail 30 days written notice to the Administrative Agent elect certificate holder named therein, but failure to request (i) prior to the Revolving Credit Termination Datedo so shall impose no obligation or liability of any kind. Additionally, if reasonably available, Tenant’s policy shall contain an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one endorsement providing that no cancellation or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not reduction in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that coverage shall be approved by Administrative Agent or such lesser amount that shall constitute effective until thirty (30) days after written notice to Landlord and Landlord’s lender. In the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes event that the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsTenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Construction Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant. All policies carried under this Section shall insure Landlord and Tenant, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”their interest may appear, as applicable)well as Tenant’s Construction Agents. All insurance, except Worker’s Compensation, maintained Halozyme, Inc. First Amendment to whom Standard Industrial Net Lease Page 6 of 8 by Tenant’s hereunder. Such insurance shall provide that it is primary insurance as respects the Borrower proposes Landlord and that any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated other insurance maintained by Landlord is excess and noncontributing with the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineinsurance required hereunder. Landlord may, in its sole discretion, require Tenant to provide obtain a lien and completion bond or some alternate form or security satisfactory to Landlord in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated amount sufficient to ensure the lien-free completion of the Tenant Improvements and naming Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the Revolving Credit Termination Dateannual “Building Direct Expenses,” as those terms are defined in Sections 4.2.9 and 4.2.2 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsBuilding Direct Expenses applicable to the “Base Year,” as that term is defined in Section 4.2.1, below; provided provided, however, that Administrative Agent may elect in no event shall any decrease in Building Direct Expenses for any “Expense Year,” as that term is defined in Section 4.2.6 below, below Building Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or decline any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in its sole discretion and any Lender approached to provide all or a portion the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Incremental Revolving Credit Commitments Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term. Landlord may upon expiration of the Lease Term deliver to Tenant an estimate of any Base Rent, Additional Rent or Incremental Term Loan Commitments other obligations outstanding, and Landlord may elect either deduct such amount from any funds otherwise payable to Tenant upon expiration or declinerequire Tenant to pay such funds immediately. Landlord shall make necessary adjustments for differences between actual and estimated Additional Rent in accordance with Section 4.4, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementbelow.

General Terms. The Borrower may by written notice In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay "Tenant's Share" of the annual "Direct Expenses," as those terms are defined in Sections 4.2.6 and 4.2.2 of this Lease, respectively, which are in excess of the amount of Direct Expenses applicable to the Administrative Agent elect "Base Year," as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to request (i) any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the "ADDITIONAL RENT", and the Base Rent and the Additional Rent are herein collectively referred to as "RENT." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant and Landlord which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent attributable to the period of time prior to the Revolving Credit Termination Lease Expiration Date, an increase as may be extended pursuant to the existing Revolving Credit Commitments terms of Section 2.2 of this Lease, or earlier termination of this Lease, and Landlord's obligation to refund to Tenant any overpayments of such Additional Rent, shall survive the expiration of the Lease Term. Notwithstanding the foregoing, other than Tax Expenses and costs incurred for utilities (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”"EXCLUDED EXPENSES"), by an amount Tenant shall not in excess be responsible for Tenant's Share of $200,000,000 any Direct Expenses which are first billed to Tenant more than two (2) calendar years after the end of the Expense Year to which such Direct Expenses relate, provided that Tenant shall be responsible for Excluded Expenses first billed to Tenant more than two (2) calendar years after the end of the Expense Year to which such Excluded Expenses relate only to the extent that Landlord becomes aware of such increased Excluded Expenses following such two (2) year period due to governmental revision, supplementation or other governmental action which results in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion adjustment of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this AgreementExcluded Expenses.

General Terms. The Borrower Tenant may request, as part of its Cancellation Notice, that Landlord, upon the Cancellation Date, recognize the Sublease as a direct lease between Landlord and Specialty Laboratories (the "Recognition"), provided that Landlord shall only so ------------------ * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. recognize the Sublease under the following conditions (which conditions must be reflected in a written agreement executed by written notice to the Administrative Agent elect to request Landlord and Specialty Laboratories): (i) prior to Landlord shall not be bound by any terms or conditions of the Revolving Credit Termination DateSublease which are inconsistent with the terms and conditions of the Lease, an increase to the existing Revolving Credit Commitments (any such increaseas amended by this Third Amendment; provided, however, the “Incremental Revolving Credit Commitments”) and/or economic terms of such Sublease may be more favorable to Landlord than those set forth in the Lease, as amended by this Third Amendment, (ii) the establishment Landlord shall not be liable for any act or omission of one Tenant, (iii) Landlord shall not be subject to any offsets or more new term loan commitments defenses which Specialty Laboratories might have as to Tenant or to any claims for damages against Tenant, (iv) Landlord shall not be required or obligated to credit Specialty Laboratories with any such increaserent or additional rent paid by Specialty Laboratories to Tenant, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that v) Landlord shall be approved by Administrative Agent or such lesser amount that responsible for performance of only those covenants and obligations of Tenant pursuant to the Sublease accruing after the Cancellation Date, (vi) Specialty Laboratories shall constitute agree, upon termination of the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsLease, as applicableamended by this Third Amendment, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent make full and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”complete attornment to Landlord, as applicable)lessor, pursuant to whom a written agreement executed by Landlord and Specialty Laboratories, so as to establish direct privity of contract between Landlord and Specialty Laboratories with the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitmentssame force and effect as though the Sublease was originally made directly between Landlord and Specialty Laboratories, (vii) Specialty Laboratories must be, as applicableof the "Final Notice Date," as that term is defined in Section 8.2.3, be allocated and below, financially capable ("Financially Capable") of performing the amount obligations of such allocations; provided that Administrative Agent may elect or decline the Tenant with respect to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a Suite 500 for the remaining portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineSuite 500 Term, and (viii) Landlord shall not be required to pay any brokerage commissions in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementconnection with the Recognition.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request Base Rent specified in Article 3 of this Lease, Tenant shall pay (i) prior “Tenant’s Share” of the annual “Building Direct Expenses,” as those terms are defined in Sections 4.2.10 and 4.2.2 of this Lease, respectively, which are in excess of the amount of Building Direct Expenses applicable to the Revolving Credit Termination Date“Base Year,” as that term is defined in Section 4.2.1 of this Lease, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or and (ii) Tenant’s Share of “Capital Expenses,” as that term is defined in Section 4.2.9, below, pursuant to Section 4.6 of this Lease; provided, however, that in no event shall any decrease in Building Direct Expenses for any “Expense Year,” as that term is defined in Section 4.2.6 of this Lease, below Building Direct Expenses for the establishment Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of one or more new term loan commitments (any such increasethis Lease, are hereinafter collectively referred to as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the “Incremental obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term. Landlord may upon expiration of the Lease Term Loan Commitments”)deliver to Tenant an estimate of any Base Rent, by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, Additional Rent or other Person that is an Eligible Assignee (eachobligations outstanding, an “Incremental Revolving Loan Lender” and Landlord may either deduct such amount from any funds otherwise payable to Tenant upon expiration or an “Incremental Term Loan Lender”require Tenant to pay such funds immediately. Landlord shall make necessary adjustments for differences between actual and estimated Additional Rent in accordance with Section 4.4, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementbelow.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the Revolving Credit Termination Dateannual “Direct Expenses,” as those terms are defined in Sections 4.2.6 and 4.2.2, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increasethis Lease, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the “Base Year,” as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease; provided further, however, with respect to that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of Direct Expenses which consist of “Facilities Expenses,” as that term is defined in Section 4.8 of this Lease, below, Tenant shall pay “Tenant’s Facilities Share,” as that term is defined in Section 4.9 of this Lease, below, of such Facilities Expenses. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineTCCs of this Lease, in its sole discretion, are hereinafter collectively referred to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be designated a separate series (eachpayable for the same periods and in the same manner as the Base Rent; provided, a however, the parties hereby acknowledge that the first monthly installment of Tenant’s Share of any “Series”) of Incremental Term Loans for all purposes Estimated Excess,” as that term is set forth in, and pursuant to the terms and conditions of, Section 4.4.2 of this AgreementLease, shall first be due and payable for the calendar month occurring immediately following the expiration of the Base Year. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the Revolving Credit Termination Dateannual “Direct Expenses,” as those terms are defined in Sections 4.2.2 and 4.2.6 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the “Base Year,” as that term is defined in Section 4.2.1, below; provided provided, however, that Administrative Agent may elect in no event shall any decrease in Direct Expenses for any “Expense Year,” as that term is defined in Section 4.2.3 below, below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or decline any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to arrange such Incremental Revolving Credit Commitments or Incremental Landlord pursuant to the terms of this Lease (other than Base Rent), are hereinafter collectively referred to as the “Additional Rent”, and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant incurred during the Lease Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion which survive the expiration of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLease Term, the obligations of Tenant to pay the Additional Rent provided for in its sole discretionthis Article 4 shall survive the expiration of the Lease Term. Notwithstanding any provision to the contrary contained in this Lease, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date any other monetary obligations payable by Tenant hereunder shall be designated a separate series considered Rent for purposes hereof. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for payments of Direct Expenses for the first twelve (each, a “Series”12) months of Incremental the Lease Term Loans for all purposes of this Agreementor during the Base Year.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request Base Rent specified in Article 3 of this Lease, Tenant shall pay (i) prior to "Tenant's Share" of the Revolving Credit Termination Dateannual "Direct Expenses," as those terms are defined in Sections 4.2.3 and 4.2.1 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or and (ii) Tenant's Share of "Capital Expenses," as that term is defined in Section 4.2.9, below, pursuant to Section 4.6 of this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the establishment terms of one or more new term loan commitments (any such increasethis Lease, are hereinafter collectively referred to as the "Additional Rent," and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the “Incremental obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term. Landlord may upon expiration of the Lease Term Loan Commitments”)deliver to Tenant an estimate of any Base Rent, by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, Additional Rent or other Person that is an Eligible Assignee (eachobligations outstanding, an “Incremental Revolving Loan Lender” and Landlord may either deduct such amount from any funds otherwise payable to Tenant upon expiration or an “Incremental Term Loan Lender”require Tenant to pay such funds immediately. Landlord shall make necessary adjustments for differences between actual and estimated Additional Rent in accordance with Section 4.4, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementbelow.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay, commencing after the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, expiration of the “Incremental Revolving Credit CommitmentsBase Year”) and/or (ii) , “Tenant’s Share” of the establishment annual “Direct Expenses,” as those terms are defined in Sections 4.2.1, 4.2.6 and 4.2.2 of one or more new term loan commitments (any such increasethis Lease, the “Incremental Term Loan Commitments”)respectively, by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the Base Year; provided provided, however, that Administrative Agent may elect in no event shall any decrease in Direct Expenses for any “Expense Year,” as that term is defined in Section 4.2.6 below, below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or decline any credit against sums due under this Lease. Such payments by Txxxxx, together with any and all other amounts payable by Tenant to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the “Additional Rent”, and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in its sole discretion and any Lender approached to provide all or a portion the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Incremental Revolving Credit Commitments Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term; provided, however, that other than “Tax Expenses,” as that term is defined in Section 4.2.5.1, below, levied by a governmental authority, or Incremental Term Loan Commitments may elect or declineutility charges, in its sole discretion, Tenant shall not be responsible for Tenant’s Share of any Direct Expenses attributable to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series any “Expense Year” which are first billed to Tenant more than two (each, a “Series”2) of Incremental Term Loans for all purposes of this Agreementyears after the Lease Expiration Date.

General Terms. The Borrower may In addition to paying the Base Rent specified in ------------- Article 3 of this Lease, Tenant shall pay "TENANT'S SHARE" of the annual "DIRECT EXPENSES," as those terms are defined in Sections 4.2.6 and 4.2.2 of this Lease. Such payments by written notice Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the Administrative Agent elect TCC's of this Lease, are hereinafter collectively referred to request (i) prior as the "ADDITIONAL RENT", and the Base Rent and the Additional Rent are herein collectively referred to as "RENT." All amounts due under this Article 4 as Additional Rent shall be payable for the Revolving Credit Termination Date, an increase to same periods and in the existing Revolving Credit Commitments (any such increasesame manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the “Incremental Revolving Credit Commitments”) and/or (ii) obligations of Tenant to pay the establishment Additional Rent provided for in this Article 4 shall survive the expiration of one or more new term loan commitments (the Lease Term. Landlord and Tenant understand and agree that this Lease is a "Triple Net" Lease. Tenant recognizes and acknowledges, without limiting the generality of any such increaseother TCC's of this Lease, that it is the intent of the parties hereto that the Base Rent provided to be paid by Tenant to Landlord shall be net to Landlord, and any and all expenses incurred in connection with the Premises, the “Incremental Term Loan Commitments”)Building and a pro-rata portion of the Common Areas, by an amount not or in excess connection with the operations thereof, include any and all taxes, assessments, general or special license fees, insurance premiums, public utility bills and costs of $200,000,000 in repair, maintenance and operation of the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 Premise and the aggregate of such Incremental Revolving Credit Commitments Project and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) all buildings, structures, permanent fixtures and other improvements comprised therein, together with the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicableappurtenances thereto, shall be effective, which shall be a date not less than 60 days after paid by Tenant in addition to the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Base Rent specified in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this AgreementLease.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the Revolving Credit Termination Dateannual “Direct Expenses,” as those terms are defined in Sections 4.2.6 and 4.2.2, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increasethis Lease, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the “Base Year,” as that term is defined in Section 4.2.1, below; provided provided, however, that Administrative Agent may elect in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or decline any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Landlord pursuant to the TCCs of this Lease, are hereinafter collectively referred to as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in its sole discretion the same manner as the Base Rent; provided, however, the parties hereby acknowledge that the first monthly installment of Tenant’s Share of any “Estimated Excess” (as that term is set forth in, and any Lender approached pursuant to provide all or a portion the terms and conditions of, Section 4.4.2, below), shall first be due and payable for the calendar month occurring immediately following the expiration of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declinefirst (1st) Lease Year Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date this Article 4 shall be designated a separate series (each, a “Series”) survive the expiration of Incremental Term Loans for all purposes of this Agreementthe Lease Term.

General Terms. The Borrower may Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Improvements and before the Contractor’s equipment is moved onto the site. In the event that the Improvements are damaged by written notice any cause during the course of the construction thereof, then Tenant’s Agents shall be required, to the Administrative Agent elect extent applicable, to request apply any insurance proceeds received by Tenant’s Agents towards the reconstruction of the Improvements, and if the costs of reconstruction exceed the insurance proceeds, then (i) prior if damage was caused by an act or omission of Tenant, any Tenant Party or Tenant’s Agents, then Tenant shall be obligated to pay the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or excess costs and (ii) if the establishment damage was caused by an act or omission of one Landlord or more new term loan commitments any Landlord Party, or by any other cause (any such increase, the “Incremental Term Loan Commitments”except as specified under item (i)), then Tenant shall not be obligated to pay the excess costs. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Improvements are fully completed and accepted by an amount not in excess Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of $200,000,000 in the aggregate work and not less than $5,000,000 individually (or such lesser amount that acceptance by Landlord and Tenant. All policies carried under this Section 4.2.2.4 shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 insure Landlord and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsTenant, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”their interests may appear, as applicable)well as Contractor and Tenant’s Agents. All insurance, to whom except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the Borrower proposes insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any portion other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount Landlord by Tenant under Section 4.2.2.2 of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declinethis Work Letter. Landlord may, in its sole discretion, require Tenant’s Agents to provide obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated amount sufficient to ensure the lien-free completion of the Improvements and naming Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay "TENANT'S SHARE" of the Revolving Credit Termination Dateannual "DIRECT EXPENSES," as those terms are defined in Sections 4.2.6 and 4.2.2, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increasethis Lease, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the "Base Year," as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the TCCs of this Lease, are hereinafter collectively referred to as the "ADDITIONAL RENT," and the Base Rent and the Additional Rent are herein collectively referred to as "RENT." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term, provided that Administrative Agent may elect or decline Landlord bills Tenant for such Additional Rent within one (1) year following the calendar year in which the Lease Term expires, except where the failure to arrange timely furnish such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments bill as to any particular item includable as Additional Rent is beyonx Xxndlord's reasonable control (e.g., tax assessments that are late in its sole discretion and any Lender approached to provide all or a portion of arriving from the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineassessor), in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date which case such one (1) year limit shall not be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementapplicable.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the Revolving Credit Termination Dateannual “Direct Expenses,” as those terms are defined in Section 4.2 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of Direct Expenses applicable to the “Base Year,” as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any “Expense Year,” as that term is defined in Section 4.2.3 below, below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease except as expressly set forth in Section 4.4. 1. In the event any other lessee or occupant of the Building directly pays any Direct Expenses to which Tenant contributes, or directly bears the expense of repair or maintenance of any Common Areas, then such allocations; lessee’s or occupant’s premises shall not be included in the denominator of the fraction used to compute Tenant’s Share thereof, as a whole, or on an item by item basis, as determined by Landlord. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the “Additional Rent”, and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All Rent shall be paid in lawful money of the United States of America without notice, demand, recoupment, offset, deduction, abatement or counterclaim except as otherwise expressly set forth in this Lease, to Landlord at the address established in Section 3.1. All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments for in its sole discretion and any Lender approached to provide this Article 4 shall survive the expiration of the Lease Term. If the Building is not at least ninety five percent (95%) occupied during all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineBase Year, Landlord shall (i) make an appropriate adjustment to the components of Operating Expenses for such year which vary with occupancy to determine the amount of Operating Expenses that would have been incurred had the Building been ninety five percent (95%) occupied, and (ii) make an appropriate adjustment to the Tax Expenses for such year to reflect a one hundred percent (100%) occupied and fully-assessed Building. It is understood that (i) only Operating Expenses which vary with occupancy will be included in its sole discretionthe foregoing adjustment, and (ii) Landlord’s right to provide adjust the components of Operating Expenses described above in this Section shall not permit Landlord to collect Operating Expenses from Tenant and all other tenants in the Building in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series amount in excess of what Landlord actually incurs for the items included in such adjustment (each, a “Series”) including Landlord’s management fee thereon and all other components of Incremental Term Loans for all purposes of this Agreementsuch Operating Expenses described in Section 4.2.4).

General Terms. The Borrower may by Certificates for all insurance ------------- carried pursuant to this Section 4.2.2.4 shall be delivered to Lessor before --------------- the commencement of construction of the Tenant Improvements and before the Contractor's equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Lessor thirty (30) days prior written notice to of any cancellation or lapse of the Administrative Agent elect to request (i) prior to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (effective date or any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 reduction in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate amounts of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)insurance. Each such notice shall specify (x) In the Business Day (each an “Increased Amount Date”) on which the Borrower proposes event that the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsTenant Improvements are damaged by any cause during the course of the construction thereof, Lessee shall immediately repair the same at Lessee's sole cost and expense. Lessee's Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Lessor, except for any Products and Completed Operation Coverage insurance required by Lessor, which is to be maintained for ten (10) years following completion of the work and acceptance by Lessor and Lessee. All policies carried under this coverage in force until the Tenant Improvements are fully completed and accepted by Lessor, except for any Products and Completed Operation Coverage insurance required by Lessor, which is to be maintained for ten (10) years following completion of the work and acceptance by Lessor and Lessee. All policies carried under this Section 4.2.2.4 shall insure Lessor and Lessee, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”--------------- their interests may appear, as applicable)well as Contractor and Lessee's Agents. All insurance, to whom except Workers' Compensation, maintained by Lessee's Agents shall preclude subrogation claims by the Borrower proposes insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any portion other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount Lessor by Lessee under Section 4.2.2.2 of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declinethis Tenant Work Letter. Lessor may, in its sole --------------- discretion, require Lessee to provide obtain a lien and completion bond or some alternate form of security satisfactory to Lessor in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) amount sufficient to ensure the lien-free completion of Incremental Term Loans for all purposes of this Agreementthe Tenant Improvements and naming Lessor as co-obligee.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 3.2.1.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice to of any cancellation or lapse of the Administrative Agent elect to request (i) prior to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (effective date or any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 reduction in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate amounts of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)insurance. Each such notice shall specify (x) In the Business Day (each an “Increased Amount Date”) on which the Borrower proposes event that the Incremental Revolving Credit Commitments or Incremental Term Loan CommitmentsTenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the Work and acceptance by Landlord and Tenant. All policies carried under this Section 3.2.1.4 shall insure Landlord and Tenant, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”their interests may appear, as applicable)well as Contractor and Tenant’s Agents. All insurance, except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant under Section 3.2.1.2 of this Tenant Work Letter. Consistent with Section 6.05(a) of this Lease and Section 3.4.1 of this Tenant Work Letter, Landlord shall require Tenant to whom the Borrower proposes any portion obtain a lien and completion bond or some alternate form of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline security satisfactory to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLandlord, in its sole discretion, in an amount sufficient to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitmentensure the lien-free completion of the Tenant Improvements. Any Incremental Term Loans made on an Increased Amount Date Such lien and completion bond shall be designated name Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the annual “Building Direct Expenses,” as those terms are defined in Sections 4.2.8 and 4.2.1 of this Lease, respectively. Such payments by written notice Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the Administrative Agent elect terms of this Lease, are hereinafter collectively referred to request (i) prior as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term. Landlord may upon expiration of the Lease Term deliver to Tenant an estimate of any Base Rent, Additional Rent or other obligations outstanding, and Landlord may either deduct such amount from any funds otherwise payable to Tenant upon expiration or require Tenant to pay such funds immediately. Landlord shall make necessary adjustments for differences between actual and estimated Additional Rent in accordance with Section 4.4, below. Landlord and Tenant understand and agree that this Lease is a “triple net” Lease. Tenant recognizes and acknowledges, without limiting the generality of any other terms, covenants, conditions or provisions of this Lease, but subject to the Revolving Credit Termination Dateexpress terms and conditions contained in this Lease, an increase that it is the intent of the parties hereto that the Base Rent provided to be paid by Tenant to Landlord shall be net to Landlord, and, except as specifically excluded or otherwise provided herein, any and all expenses incurred in connection with the existing Revolving Credit Commitments (any such increasePremises, the “Incremental Revolving Credit Commitments”) and/or (ii) Building and the establishment Project, or in connection with the operations thereof, including any and all taxes, assessments, general or special license fees, insurance premiums, public utility bills and costs of one or more new term loan commitments (any such increaserepair, maintenance and operation of the Premises, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 Building and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) Project, together with the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicableappurtenances thereto, shall be effective, which paid by Tenant in addition to the Base Rent specified in this Lease. Landlord and Tenant hereby acknowledge and agree that Operating Expenses shall be a date not less include those Operating Expenses that are expressly attributable solely to another building other than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person Building that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion part of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineProject (for example, the cost of repairs to a building system servicing the interior of any such other building shall not be included in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this AgreementOperating Expenses hereunder).

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect Base Rent specified in Article 3 of this Lease, Tenant shall pay "Tenant's Share" of the annual "Direct Expenses," as those terms are defined in Sections 1.1.6 and 1.1.2, respectively, of Exhibit C attached to request (i) prior to the Revolving Credit Termination Datethis Lease, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the "Base Year," as that term is defined in Section 1.1.1 of Exhibit C attached to this Lease; provided provided, however, that Administrative Agent may elect in no event shall any decrease in Direct Expenses for any "Expense Year," as that term is defined in Section 1.1.3 of Exhibit C attached to this Lease, below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or decline any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the "Additional Rent", and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in its sole discretion and any Lender approached to provide all or a portion the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Incremental Revolving Credit Commitments Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 and Exhibit C shall survive the expiration of the Lease Term. Landlord may upon expiration of the Lease Term deliver to Tenant an estimate of any Base Rent, Additional Rent or Incremental Term Loan Commitments other obligations outstanding, and Landlord may elect either deduct such amount from any funds otherwise payable to Tenant upon expiration or decline, in its sole discretion, require Tenant to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementpay such funds immediately.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor's equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant's sole cost and expense, provided that Landlord agrees to make any proceeds from Tenant's or Tenant's Parties' insurance policies on which Landlord is named as an additional insured available to Tenant for such repair. Tenant's Parties shall maintain all of the Administrative Agent elect foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to request be maintained for ten (i10) prior years following completion of the work and acceptance by Landlord and Tenant. All policies carried under this Section 4.2.2.4 shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant's Parties. All insurance, except Workers' Compensation, maintained by Tenant's Parties shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant under Section 4.2.2.2 of this Tenant Work Letter. Landlord agrees that, so long as Original Tenant remains the Tenant under this Lease, and no material change in circumstances has otherwise occurred with respect to the Revolving Credit Termination DateTenant or this Lease, an increase Landlord shall not require Tenant to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment obtain a lien and completion bond or some alternate form of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by security satisfactory to Landlord in an amount not in excess of $200,000,000 in sufficient to ensure the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion lien-free completion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated Tenant Improvements and naming Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may by written notice In addition to paying the Administrative Agent elect to request (i) prior to Base Rent specified in ARTICLE 3 of this Lease, Tenant shall pay "TENANT'S SHARE" of the Revolving Credit Termination Dateannual "DIRECT EXPENSES," as those terms are defined in SECTIONS 4.2.6 and 4.2.2 of this Lease, an increase to the existing Revolving Credit Commitments (any such increaserespectively, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not which are in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date). Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocationsDirect Expenses applicable to the "Base Year," as that term is defined in SECTION 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. In addition to the foregoing obligations, Tenant shall also pay "TENANT'S ELECTRICITY COST," as defined in Section 4.7 of this Lease, separately from any increases in Direct Expenses. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the TCCs of this Lease, are hereinafter collectively referred to as the "ADDITIONAL RENT," and the Base Rent and the Additional Rent are herein collectively referred to as "RENT." All amounts due under this ARTICLE 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. The obligations of Tenant to pay the Additional Rent provided that Administrative Agent may elect for in this ARTICLE 4 shall survive the expiration or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion earlier termination of the Incremental Revolving Credit Commitments Lease for such period of time as is required to reconcile the Estimated Excess and Overpayment Amount of Direct Expenses pursuant to SECTION 4.4.1 hereof; provided, however, that any other contingent or Incremental Term Loan Commitments may elect unliquidated contractual claims of Landlord or declineTenant (e.g., in its sole discretion, to provide an Incremental Revolving Credit Commitment indemnity) shall survive the expiration or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes earlier termination of this AgreementLease only for so long as any applicable statute of limitations would permit such actions under Massachusetts law.

General Terms. The Borrower may by Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. If commercially available, all such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance (and in any event Tenant shall promptly notify Landlord of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance). In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant. All policies carried under this Section 4.2.2.4 shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant’s Agents. All insurance, except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for EXHIBIT B -14- 000 XXXXXXXX XXXXXX [Airbnb, Inc.] indemnification of Landlord by Tenant and Tenant by Landlord under the Lease or this Tenant Work Letter and each party’s rights with respect to the Administrative Agent elect to request (i) prior to the Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) the establishment waiver of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and the aggregate of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)subrogation. Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or declineLandlord may, in its sole discretion, require Tenant to provide obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated amount sufficient to ensure the lien-free completion of the Tenant Improvements and naming Landlord as a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreementco-obligee.

General Terms. The Borrower may by written notice Subject to the Administrative Agent elect to request (i) prior to terms and conditions of this Agreement, from the Revolving Credit Termination Closing Date and until the Maturity Date, an increase Lender agrees to make available to Borrower the existing Revolving Credit Commitments credit facility or facilities hereinafter provided for (any such increasecollectively, the “Incremental Revolving Credit CommitmentsFacilities” or individually a “Credit Facility”) and/or (ii) the establishment of ; if there is only one or more new term loan commitments (any such increasecredit facility provided for hereunder, the then all references herein to “Incremental Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate and not less than $5,000,000 individually (or such lesser amount that Credit Facilities” shall be approved by Administrative Agent interpreted to refer to such sole credit facility). At Closing, Borrower shall execute and deliver to Lender the Notes evidencing Borrower’s unconditional obligation to repay Lender for all advances and other extensions of credit made under or such lesser amount that shall constitute in respect of the difference between $200,000,000 Credit Facilities, payable to the order of Lender in accordance with the terms in this Agreement and the aggregate Notes. The Notes shall bear interest on the outstanding principal balance of the Notes from the date of the Notes until repaid, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the Applicable Base Rate, provided that after the occurrence and during the continuance of an Event of Default such rate may, in Lender’s discretion, be increased to the Default Rate. Each determination by Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. In the event that Lender has the right to declare an Event of Default hereunder, but elects not to do so, Lender will be entitled, in addition to exercising any other rights and remedies available to it hereunder, to assess a non-compliance fee which shall operate to increase the Applicable Base Rate by two percent (2%) per annum during the continuance of such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments obtained prior to such date)Event of Default. The non-compliance fee will not be assessed if the Default Rate is being charged hereunder. Each such notice shall specify (x) the Business Day (each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, advance and other extension of credit hereunder shall be effectivedeemed evidenced by the Notes, which shall be are deemed incorporated into and made a date not less than 60 days after the date on which such notice is delivered to Administrative Agent and (y) the identity of each Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable), to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes part of this AgreementAgreement by this reference.