Common use of Renewal Clause in Contracts

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.

Renewal. So long If, as of the Lessee is not then Effective Date, Bank holds any outstanding undivided percentage ownership interests (each an “Existing Participation Interest”) in default under this Lease beyond any Mortgage Loan purchased by Bank from Seller pursuant to a written mortgage warehouse agreement or similar written agreement executed by Bank and Seller prior to the expiration of any applicable cure periodEffective Date (as amended or modified from time to time, the Lessee “Existing Warehouse Agreement”), then, as of the Effective Date, unless expressly agreed to otherwise by Seller and Bank in writing after the date of the Existing Warehouse Agreement: (a) Seller shall not have any rights under the option Existing Warehouse Agreement to renew request Bank to purchase additional undivided percentage ownership interests in Mortgage Loans, and any and all such requests and purchases on or after the Effective Date shall be governed by the terms and conditions of this Lease for an additional term of five Agreement; (5b) years (hereinafter referred any and all Existing Participation Interests shall continue to as the “Renewal Term”) be subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise and conditions of the Renewal Option Existing Warehouse Agreement; (hereinafter referred c) the Existing Warehouse Agreement shall automatically terminate and cease to as the “Renewal Notice”) not fewer than ninety be in force and effect (90) days prior except with respect to the end provisions of the Term. Within thirty Existing Warehouse Agreement which expressly survive termination) without any action or notice upon such time as (30i) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as pursuant to the terms that shall govern during and conditions of the Renewal Term Existing Warehouse Agreement, with respect to each Mortgage Loan in which Bank purchased an Existing Participation Interest (A) such Mortgage Loan has been sold in its entirety and the full amount of the proceeds of such sale have been received and applied by Bank thereunder or (bB) the Lessee shall notify Existing Participation Interest in such Mortgage Loan has been repurchased in its entirety by Seller and the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise full amount of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Termproceeds of such repurchase have been received and applied by Bank thereunder, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval Bank has received full and indefeasible payment of all amounts due and payable to Bank pursuant to the Renewal Agreement by the Office of the Attorney GeneralExisting Warehouse Agreement, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of Bank has remitted to Seller all sums, if any, required by the fully executed and approved Renewal Existing Warehouse Agreement to be remitted by Bank to Seller; and (d) the Lessee Maximum Participation Amount shall be reduced by the Lessorsum, as such sum may vary from time to time, of (i) the Outstanding Participation Balance calculated with respect to the outstanding Existing Participation Interests plus (ii) all other amounts due and payable to Bank pursuant to the Existing Warehouse Agreement. The terms of this Section supersede and modify any and all inconsistent provisions in any Existing Warehouse Agreement.

Renewal. So long Provided that no Event of Default has occurred and is then continuing beyond any applicable cure period, Tenant shall have the right and option (hereinafter individually a “Renewal Option” and collectively the “Renewal Options”) to renew this Lease with respect to each (or any) of the Premises for the terms set forth on Schedule A (hereinafter individually a “Renewal Term” and collectively the “Renewal Terms”) under the same terms, conditions and covenants contained in this Lease, except that (a) no abatements or other concessions, if any, applicable to the initial Lease term shall apply to any Renewal Term, (b) the Monthly Rent payable with respect to such Premises for each Lease Year of each Renewal Term (hereinafter the “Renewal Term Monthly Rent”) shall be determined as the Lessee is not then in default under set forth below, (c) Tenant shall have no option to renew this Lease beyond the expiration of the last Renewal Term specified herein, and (d) all leasehold improvements within the Premises shall be provided in their then-existing condition (on an “as is” basis) at the time each Renewal Term commences. Tenant shall be deemed to have exercised each Renewal Option unless Tenant gives Landlord written notice of Tenant’s election not to exercise a Renewal Option at least 365 days prior to the date on which the term of the Lease would expire but for the exercise of such Renewal Option. Upon exercise of the Renewal Option with respect to any Premises for the applicable cure periodRenewal Term by Tenant and subject to the conditions set forth hereinabove, this Lease shall be extended with respect to such Premises (only) for the Lessee period of such Renewal Term and Landlord and Tenant shall promptly enter into a written agreement modifying and supplementing this Lease in accordance with the provisions hereof. Any termination of this Lease during the initial Lease term or any Renewal Term with respect to any Premises shall terminate all remaining renewal rights hereunder with respect to such Premises. The renewal rights of Tenant hereunder shall not be severable from this Lease. The Renewal Term Monthly Rent shall be determined as follows: (a) The Renewal Term Monthly Rent payable with respect to the first Lease year of a Renewal Term shall be one hundred two and five-tenths percent (102.5%) of the Monthly Rent payable each month during the Lease Year immediately preceding such Renewal Term; provided, however, that if the initial term with respect to the Premises concerned is five (5) years or more, Landlord or Tenant may each give the other written notice (hereinafter an “Election Notice”), within thirty (30) days of the date on which Tenant is deemed to have exercised the Renewal Option with respect to such Renewal Term, that the Renewal Term Monthly Rent will be determined in accordance with the following provisions of this ARTICLE 22, and if the initial term with respect to the Premises concerned is less than five (5) years, Landlord (but not Tenant) may, within thirty (30) days of the date on which Tenant is deemed to have exercised the Renewal Option with respect to such Renewal Term, give Tenant an Election Notice with respect to such Premises and the Renewal Term Monthly Rent will be determined in accordance with the following provisions of this ARTICLE 22; provided further, however, that neither Landlord nor Tenant shall have the option right to renew give an Election Notice with respect to the first Renewal Term of this Lease with respect to the Premises identified on Schedule A as “NOC.” (b) The Renewal Term Monthly Rent payable with respect to each Lease Year of a Renewal Term other than the first Lease Year of such Renewal Term shall be one hundred two and five-tenths percent (102.5%) of the Renewal Term Monthly Rent payable each month during the immediately preceding Lease Year of such Renewal Term. If an Election Notice is given with respect to a Renewal Term, the Renewal Term Monthly Rent for the first Lease Year of such Renewal Term shall be determined as set forth in the balance of this ARTICLE 22, and shall be (i) ninety-five percent (95%) of the Fair Market Rental Rate (as defined below) of the Premises concerned for any Premises with an additional initial Lease term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writingor more, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval seventy-five percent (75%) of the Renewal Agreement by the Office Fair Market Rental Rate of the Attorney General, as to form, and the Office Premises concerned for any Premises with an initial Lease term of the State Comptroller, as necessary; and less than five (iii5) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessoryears.

Renewal. So long Provided that no event of default or sublease has ever occurred under any term or provision contained in this Lease and no condition exists which with the passage of time or the giving of notice or both would constitute an event of default pursuant to this Lease and provided that Tenant has continuously occupied the Premises for the Permitted Use during the Lease Term, Tenant (but not any assignee or sublessee) shall have the right and option (the “Renewal Option”) to renew this Lease, by written notice delivered to Landlord no later than nine (9) months prior to the expiration of the initial Lease Term, for an additional term (the “Renewal Term”) of sixty (60) months under the same terms, conditions and covenants contained in the Lease, except that (a) no abatements or other concessions, if any, applicable to the initial Lease Term shall apply to the Renewal Term; (b) the Base Rent shall be equal to the market rate for comparable office space located in the Building as of the Lessee is not then in default under end of the initial Lease Term as determined by Landlord, (c) Tenant shall have no option to renew this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”; and (d) subject to all leasehold improvements within the terms set out below. The Rent for Premises shall be provided in their then existing condition (on an “As Is” basis) at the Demised Premises during time the Renewal Term shall be negotiated commences. Failure by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall to notify Landlord in writing of Tenant’s election to exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred herein granted within the time limits set forth for such exercise shall constitute a waiver of such Renewal Option. In the event Tenant elects to exercise the Renewal Option as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within set forth above, Landlord shall, within thirty (30) days thereafter, notify Tenant in writing of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the proposed Base Rent for the Demised Premises Renewal Term (the “Proposed Renewal Rental”). Tenant shall within thirty (30) days following delivery of the Proposed Renewal Rental by Landlord notify Landlord in writing of the acceptance or rejection of the Proposed Renewal Rental. If Tenant accepts Landlord’s proposal, then the Proposed Renewal Rental shall be the Base Rent in effect during the Renewal Term. Within thirty (30) days Failure of the Lessee’s receipt of the Lessor’s notification as Tenant to the Rent for the Premises respond in writing during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said aforementioned thirty (30) day period that it accepts the Rent proposed shall be deemed an acceptance by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement Tenant of the Parties as to the terms that Proposed Renewal Rental. Should Tenant reject Landlord’s Proposed Renewal Rental during such thirty (30) day period, then Landlord and Tenant shall govern negotiate during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects commencing upon Tenant’s rejection of Landlord’s Proposed Renewal Rental to determine the Rent set out by rental for the Lessor Renewal Term. In the event Landlord and Tenant are unable to agree to a rental for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within during said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Termperiod, then the Lessee Renewal Option shall terminate and be deemed null and void and the Lease shall, pursuant to have rejected its terms and provisions, terminate at the Rent proposed by end of the Lessor and original Lease Term. Upon exercise of the Renewal Option will expireby Tenant and subject to the conditions set forth hereinabove, the Lease shall be extended for the period of such Renewal Term without the necessity of the execution of any further instrument or document, although if requested by either party, Landlord and Tenant shall enter into a written agreement modifying and supplementing the Lease in accordance with the provisions hereof. Any termination of the Lease during the initial Lease Term shall terminate all renewal rights hereunder. The renewal rights of this Tenant hereunder shall not be severable from the Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of the Lease. Landlord’s consent to any assignment of the Lease shall not be binding upon the Parties and their respective successors and assigns upon the full completion construed as allowing an assignment of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as such rights to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorany assignee.

Renewal. So long as the Lessee Provided Tenant is not then neither in default at the time of exercise nor has Tenant ever been in default (irrespective of the fact that Tenant cured such default) of any monetary obligations under this Lease beyond more than twice during the expiration Term and such monetary default aggregates in excess of any applicable cure period$400,000 and the Lease is in full force and effect, the Lessee Tenant shall have the option right to renew this Lease for an additional one (1) term of five (5) years beyond the end of the initial Term (hereinafter referred to as the “Renewal Term”). Tenant shall furnish written notice of intent to renew nine (9) subject months prior to the terms set out belowexpiration of the applicable Term, failing which, such renewal right shall be deemed waived; time being of the essence. The terms and conditions of this Lease during each Renewal Term shall remain unchanged except that the annual Fixed Rent for the Demised Premises during the each Renewal Term shall be negotiated the greater of (i) the Fixed Rent for the term expiring, and (ii) Fair Market Rent (as such term is hereinafter defined). All factors regarding Additional Rent shall remain unchanged, and no Tenant Allowance shall be included in the absence of further agreement by the Parties at parties. Anything herein contained to the time contrary notwithstanding, Tenant shall have no right to renew the term hereof other than or beyond the one (1) consecutive five (5) year term hereinabove described. It shall be a condition of each such Renewal Term that Landlord and Tenant shall have executed, not less than six (6) months prior to the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred expiration of the then expiring term hereof, an appropriate amendment to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, in form and content satisfactory to each of its exercise them, memorializing the extension of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent term hereof for the Demised Premises during the next ensuing Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term Term, in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the New York State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee Tenant shall have the option to renew the Term of this Lease for an additional term two periods of five one (51) years year each (hereinafter referred to as the each, a “Renewal Term”). Tenant shall exercise the option by providing written notice to Landlord of its election to exercise such option no later than six (6) months prior to the expiration of the Term; provided, however, that Tenant’s option to renew shall be subject to the terms set out below. The Rent for condition that no default shall have occurred and be continuing after applicable notice and cure periods have expired as of the Demised Premises during date of Tenant’s exercise of such option or as of the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 date of this Lease, of its exercise commencement of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days Term; and provided further, that if Tenant’s estate hereunder shall terminate prior to the end commencement of the Renewal Term, Tenant’s option to renew shall expire upon such termination. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor Tenant shall supply have no other right to the Lessee in writing the Rent for the Demised Premises during renew this Lease after the Renewal Term. Within thirty (30) days Except as otherwise expressly provided in this Lease, all terms, covenants, and conditions of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises this Lease shall remain in full force and effect during the Renewal Term, except that the Lessee Rent applicable to the Renewal Tern] shall respond be as follows: (a) set forth in Section 4.1(b). In no event shall the Lessee shall notify Rent for the Lessor Renewal Term be less than the Rent in writingeffect at the expiration of the immediately preceding Term of the Lease. If the Tenant fails to give notice exercising the foregoing option by the date required herein, or if at the time Tenant exercises such option or at commencement of the Renewal Term the Tenant is in accordance with Section 16 default of any term of this Lease, within or if this Lease is assigned by Tenant or the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term Premises is sublet in which case the Parties shall commence the process whole or part in violation of executing a renewal agreement (hereinafter referred Section 14, then Tenant’s rights and options to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee renew shall be deemed without automatically terminated and of no further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts force or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessoreffect.

Renewal. So long a. Except as otherwise stated herein, appointment terms for full-time Xxxx School bargaining unit faculty members shall presumptively renew from year to year, subject to Section III.1 of this Article regarding advancement from Level A to Level B, unless notice is provided by the Lessee Xxxx School Director to such bargaining unit faculty that they shall not be reappointed, as set forth below: Less than 5 full years of continuous service 3 1/2 months prior to end of appointment At least 5 full years of continuous service 5 1/2 months prior to end of appointment b. Bargaining unit faculty members must be employed as a Xxxx School Educator for a minimum of one (1) year to be eligible for presumptively renewable appointments. c. This Section is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out belowof Section II.1.c. of this Article regarding appointments subject to funding contingencies. d. Bargaining unit faculty member appointments may not be renewed for the following reasons: insufficiency of enrollment, curriculum change, restructuring, reorganization or discontinuance of academic programs, lack of work, lack of funding for funding-contingent appointments, or misconduct involving theft (not of a de minimis nature), workplace violence, discrimination, harassment, or sexual misconduct in violation of University policy. The Rent non-renewal of any bargaining unit faculty member for the Demised Premises during the Renewal Term reasons set forth herein shall not be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior subject to the end of the Termgrievance and arbitration procedure. Within thirty (30) days of the Lessor’s receipt notice of the Lessee’s Renewal Noticenon-renewal, the Lessor shall supply Union may request information relied upon by the Employer in connection with the reason for non-renewal provided in the notice. The Union may only file a grievance on the basis that the reason provided was untrue. It cannot grieve whether the Employer’s reason was sufficient to support the Lessee in writing non-renewal. For example, if the Rent reason for non-renewal was insufficiency of enrollment and information provided by the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal TermEmployer demonstrates that enrollment declined by 5%, the Lessee shall respond Union cannot grieve whether or not the decline in enrollment was sufficient to support the non-renewal decision. e. Renewals are subject to satisfactory performance as follows: (a) the Lessee shall notify the Lessor set forth in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorArticle .

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee (a) Tenant shall have the option to renew the Term of this Lease for an additional term one (1) period of five two (52) years (hereinafter referred to as the “Renewal Term”). Tenant shall exercise the option by providing written notice to Landlord of its election to exercise such option no later than twelve (12) months prior to the expiration of the Term (“Initial Notice Period”), provided, however, that Tenant’s option to renew shall be subject to the terms set out belowcondition that no default shall have occurred and be continuing after applicable notice and cure periods have expired as of the date of Tenant’s exercise of such option or as of the date of commencement of the Renewal Term. The Tenant shall have no other right to renew this Lease after the Renewal Term. Except as otherwise expressly provided in this Lease, all terms, covenants, and conditions of this Lease shall remain in full force and effect during the Renewal Term, except that the Rent for the Demised Premises during applicable to the Renewal Term shall be negotiated as set forth in this Section below. In no event shall the Rent for the Renewal Term be less than the Rent in effect at the expiration of the immediately preceding Term of the Lease. If the Tenant fails to give notice exercising the foregoing option by the Parties date required herein, or if at the time that Tenant exercises such option or at commencement of the Renewal Term the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor is in writing, in accordance with Section 16 default beyond applicable notice and cure periods of any term of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for or if this Lease is assigned by Tenant or the Premises during the Renewal Termis sublet in whole or part, the Lessee then Tenant’s rights and options to renew shall respond as follows: be automatically terminated and of no further force or effect. (ab) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the The Base Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty Market Rent as determined in subsection (30c) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorbelow.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option two (2) options to renew this the Lease for an additional term of five (5) years each at ninety-five percent (hereinafter referred 95%) of the then Prevailing Market Rental Rate (as defined below) upon Lessee’s prior written request to as Lessor six (6) months prior to the expiration of the then existing term. If Lessee exercises the option provided for herein, this Lease shall be deemed extended and shall be continued in full force and effect with respect to every applicable term and condition contained herein. Prevailing Market Rental Rates, being the rental rate for properties of equivalent quality, size, utility and location, with the length of the Lease term, and credit standing of the Lessee, to be taken into account (the “Renewal TermPrevailing Market Rental Rate”). Upon notification from Lessee of the exercise of this renewal option, Lessor shall, within fifteen (15) subject to business days thereafter, notify Lessee in writing of the terms set out below. The Rent proposed Prevailing Market Rental Rate for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The term; Lessee shall exercise its renewal option shall, within fifteen (hereinafter referred to as the “Renewal Option”15) by notifying the business days following receipt of same, notify Lessor in writing, in accordance with Section 16 of this Lease, writing of its exercise acceptance or rejection of the Renewal Option proposed Prevailing Market Rental Rate by Lessee. If Lessee rejects Lessors proposal and Lessee and Lessor have not agreed on a Prevailing Market Rental Rate for the extended term within fifteen (hereinafter referred to as the “Renewal Notice”15) not fewer than ninety (90) business days prior to of such notice, Lessee may withdraw its extension notice and this Lease shall terminate at the end of the Termprimary term or first extension term, as applicable, or Lessee may elect to invoke the appraisal process to determine the Prevailing Market Rental Rate. If Lessee does invoke the appraisal process, Prevailing Market Rental Rate shall be determined in accordance with the following: Within fifteen (15) days of Lessee’s election to invoke the appraisal process, Lessor and Lessee shall each appoint a disinterested and qualified (i.e., 10 years of continuous experience in the Dallas, Fort Worth Metroplex with property similar to the Building) real estate brokerage or appraisal professional (the “Professional” or “Professionals”). If the Professionals cannot agree upon a Prevailing Market Rental Rate within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Noticefollowing their appointment, the Lessor Professionals shall supply to forthwith select a third disinterested and qualified Professional, and the Lessee decision of any two Professionals shall be binding. Notification in writing of this decision shall be made by the Rent for the Demised Premises during the Renewal Term. Within Professionals to Lessor and Lessee within thirty (30) days following the selection of the Lessee’s receipt third Professional. Lessor and Lessee shall bear the expense of the Lessor’s notification as Professional appointed by each, and the expense of the third Professional shall be shared jointly by both parties. In the event Lessee fails to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, exercise any option within the said thirty (30) day period that it accepts time and in the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writingmanner provided herein, in accordance with Section 16 of this Leasesuch option, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee and all subsequent options, shall be deemed without further notice waived by Lessee and without further agreement between the Parties to have elected shall not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorexercisable thereafter.

Renewal. So long as the Lessee is not then in default under this Lease beyond 9.3.1 At the expiration of any applicable cure periodthe Term, the Lessee Shurgard shall have the option right to renew this Lease Agreement, for an additional term consecutive terms of five (5) years (hereinafter referred to as the “Renewal Term”) ), on market terms and conditions, subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 provisions of this LeaseClause 9.3. 9.3.2 If Shurgard wishes to renew the Agreement, of it shall notify the Company (or its exercise legal successor in title to the Properties) thereof at least 6 months prior to the expiration of the Renewal Option Term (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior ), with a copy to the end each of the Term. Within thirty (30) days Shareholders of the Lessor’s receipt Company at that time. The Renewal Notice shall include at least a draft management services agreement along the lines of this Agreement but which shall include the new terms and conditions under which Shurgard is willing to renew the Agreement (“Draft Renewal Agreement”). The Draft Renewal Agreement shall be in accordance with market terms and conditions at that time. 9.3.3 Within one month at the latest as from notification of the Lessee’s Renewal Notice, the Lessor Company shall supply to notify Shurgard whether or not it agrees with the Lessee in writing the Rent for the Demised Premises during the Draft Renewal Term. Within thirty Agreement (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the “Renewal Term, the Lessee shall respond as follows: Reply Notice”): (a) Where the Lessee Company agrees with the proposed terms and conditions, two duly signed original versions of the Draft Renewal Agreement shall be annexed to the Renewal Reply Notice. Upon receipt of these two signed originals, Shurgard shall sign each of those and promptly return one duly signed version to the Company. (b) Where the Company challenges the terms and conditions of the Draft Renewal Agreement, the Renewal Reply Notice shall include the market terms and conditions which, according to the Company, should apply, and the Parties shall (i) enter into negotiations on these market terms and conditions, (ii) negotiate in good faith, and (iii) use best efforts to come to an agreement thereon within 1 month as from the notification of the Renewal Reply Notice. (c) Where the Parties fail to agree on the terms and conditions of the Draft Renewal Agreement within 1 month as from the notification of the Renewal Reply Notice, the Company shall be entitled to test the market and find an appropriate successor management company, which must be one of the three largest self-service storage operators in the EU (in number of operated self storage facilities), other than Shurgard (“Eligible Competitor”). The Company shall notify Shurgard of the Lessor identity of the Eligible Competitor and shall include a revised draft management services agreement, agreed with the Eligible Competitor for a term of at least five years and providing for substantially the same scope of engagement, management duty and authority and substantially the same standards of performance as this Agreement (“Draft Competitor Agreement”), within 3 months following the Renewal Reply Notice (such notice being a “Competitor Notice”). Shurgard shall have a right of first refusal on the Draft Competitor Agreement (“Right of First Refusal”) to be exercised as set forth hereafter in writingClause 9.3.5. (d) If within three months following notification of the Renewal Reply Notice, the Company fails to notify Shurgard of the identity of the Eligible Competitor and the related Draft Competitor Agreement in accordance with Section 16 of this LeaseClause 9.3.3(c), within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee Company shall be deemed to have rejected agreed with the Rent proposed by terms and conditions of the Lessor Draft Renewal Agreement and shall be legally bound thereby. 9.3.4 If within one month following notification of the Renewal Option will expire. The renewal of this Lease Notice by Shurgard, the Company fails or refuses to give Shurgard a Renewal Reply Notice in accordance with Clause 9.3.3(a) or (b), the Company shall be binding upon deemed to have disagreed with the Parties terms and their respective successors and assigns upon the full completion conditions of the Draft Renewal Agreement. In such event, Shurgard shall invite the Company by notice (“Second Renewal Notice”) to either (i) execution of start negotiations on the Draft Renewal Agreement by all necessary Parties; in accordance with Clause 9.3.3(b) or to (ii) approval test the market to find an appropriate successor management company in accordance with 9.3.3(c) and (d), it being understood that both Clauses shall be applied mutatis mutandis and that, in this respect, Renewal Reply Notice shall be read as Second Renewal Notice. If the Company does not start negations with Shurgard within one month of the Second Renewal Agreement by Notice, the Office Company shall be deemed to be testing the market to find an appropriate successor management company as of the Attorney General, as to formnotification of the Second Renewal Notice and Clause 9.3.3(d) shall apply mutatis mutandis, and the Office of the State Comptrollerin this respect, Renewal Reply Notice shall be read as necessary; and (iii) delivery of the fully executed and approved Second Renewal Agreement to the Lessee by the LessorNotice.

Renewal. So long 25.1 Landlord hereby grants to Tenant three (3) successive five (5)-year renewal options, each exercisable at Tenant's option and subject to the conditions described below (each such five-year term, if exercised, being referred to herein as a "RENEWAL TERM"). If exercised, and if the Lessee conditions applicable thereto have been satisfied, the first Renewal Term shall commence immediately following the end of the Lease Term provided in this Lease (as it may be extended pursuant to Section 2.3 hereof), the second Renewal Term shall commence immediately following the end of the first Renewal Term, and the third Renewal Term shall commence immediately following the end of the second Renewal Term. The right of renewal herein granted to Tenant with respect to each Renewal Term shall be subject to, and shall be exercised in accordance with, the following terms and conditions: (a) Tenant shall exercise its right of renewal with respect to each Renewal Term by giving Landlord written notice thereof not earlier than twenty-four (24) months and not later than twelve (12) months prior to the expiration date of the then-current Lease Term. Tenant's exercise of its right of renewal shall be irrevocable (except as provided in Section 25.3(a) below) and shall be binding upon both Landlord and Tenant. (b) In the event a renewal option notice is not then in default under this Lease beyond given timely, Tenant's right of renewal with respect to such Renewal Term shall lapse and be of no further force or effect. (c) If a monetary or material non-monetary Event of Default has occurred hereunder and has continued for ten (10) business days and is continuing uncured on the date a renewal option notice is sent or on the date such Renewal Term is to commence, then, at Landlord's option, to be exercised within fifteen (15) business days after the expiration of any the applicable cure periodperiod for such default, such Renewal Term shall not commence and the Lessee Lease Term shall expire on the date the Lease Term would have expired without such renewal. (d) In the option event this Lease is not renewed for any Renewal Term, Tenant's right to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “any subsequent Renewal Terms shall also lapse. 25.2 During any Renewal Term”, all the terms, conditions, covenants and agreements set forth in this Lease shall continue to apply and be binding upon Landlord and Tenant, except that: (1) subject to the terms set out below. The Annual Base Rent for shall be calculated at the Demised Premises beginning of each Renewal Term as provided in this Article XXV so that the Annual Base Rent payable during the each Lease Year of such Renewal Term shall be negotiated by equal to ninety-five percent (95%) of Market Rent for such Renewal Term, including a market-based formula for adjusting Market Rent for each Lease Year of each Renewal Term; (2) Tenant shall pay for parking if such is the Parties market standard at the time that the Tenant it exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred or if Tenant does not wish to as pay for parking the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Annual Base Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between adjusted to take into account that Tenant is not paying for parking when it is market standard at the Parties time the Annual Base Rent is calculated for Tenant to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessarydo so; and (iii3) delivery in no event shall Tenant have the right to renew the Lease Term beyond the expiration of the fully executed and approved third Renewal Agreement to the Lessee by the LessorTerm provided for in Section 25.1.

Renewal. So long as (a) Subject to the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditions set forth herein, the Lessee shall have the option (the "Renewal Option") by written request (the "Renewal Request") to the Lessor and the Agent (which request the Agent shall promptly forward to each Participant) and each Participant given not later than 180 days prior to the Expiration Date then in effect, to renew this Lease the Term for an additional term of five period as specified in such Renewal Request, commencing on the date following the Expiration Date then in effect. No later than the date (5the "Renewal Response Date") years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than which is ninety (90) days prior after such request has been delivered to the end each of the Term. Within thirty (30) days of Lessor and the Lessor’s receipt of the Lessee’s Renewal NoticeAgent, the Lessor shall supply to will notify the Lessee in writing the Rent for the Demised Premises during the (with a copy to Agent) whether or not it consents to such Renewal Term. Within thirty Request (30) days of the Lessee’s which consent may be granted or denied in its sole discretion and may be conditioned on receipt of the Lessor’s notification such financial information or other documentation as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed may reasonably be specified by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing including without limitation a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement satisfactory appraisal of the Parties as to the terms Property), provided that shall govern during the Renewal Term or (b) the Lessee shall notify if the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails fail to notify the Lessor within said thirty (30) day period that it either accepts Lessee on or rejects the proposed Rent for the Premises during prior to the Renewal TermResponse Date, then the Lessee it shall be deemed to have rejected denied such Renewal Request. If the Rent proposed Lessor shall have consented to the Renewal Request, the Renewal Term contemplated by such request shall become effective as of the Expiration Date then in effect after the Lessor has consented to such Renewal Request (each an "Extension Effective Date"); provided that such renewal shall be subject to and conditioned upon the following: (A) on both the Extension Effective Date and the date of the Renewal Request, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) the Lessor and the Renewal Option will expire. The renewal of this Lease Agent shall be binding upon the Parties and their respective successors and assigns upon the full completion have received a Responsible Officer's Certificate of the Lessee as to the matters set forth in clause (i) execution above, (B) the Lessee shall not have exercised the Remarketing Option, and (C) the Participants shall have agreed to extend the Maturity Date contemporaneously therewith pursuant to Section 3.6 of the Participation Agreement such that the Renewal Agreement Term will expire on the same date as the extended Maturity Date. (b) As of any date of determination following the Initial Expiration Date (in the event a Renewal Term is granted hereunder), the Expiration Date shall be the date set forth in the then most recent Extension Notice delivered by all necessary Parties; (ii) approval the Agent pursuant to Section 3.6 of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorParticipation Agreement.

Renewal. So long as (a) Subject to the Lessee is not then conditions set forth herein, and unless otherwise specified in default under this the Lease beyond the expiration of Supplement applicable to any applicable cure periodLeased Assets, the Lessee shall have the option (the "Renewal Option"), to renew this Lease extend the Base Term for an such Leased Assets for up to three (3) additional term of five one-year periods (5) years (hereinafter referred to as the “each, a "Renewal Term”) subject "), with each such Renewal Term to commence on the terms set out belowfirst day following the Expiration Date then in effect. The Rent for the Demised Premises during the Renewal Option with respect to each Renewal Term shall automatically be negotiated by effective upon satisfaction of each of the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option following conditions: (hereinafter referred to as the “Renewal Option”A) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise and each Liquidity Provider shall have consented to the renewal of the Renewal Option (hereinafter referred Lease after receipt of Lessee's request therefor delivered to as the “Renewal Notice”) Lessor and the Liquidity Agent not fewer later than ninety (90) days prior to the end each of the Term. Within thirty (30) days fourth, fifth and sixth anniversaries of the Lessor’s receipt Closing Date, (B) (i) no Event of the Lessee’s Renewal NoticeDefault under this Lease shall have occurred and be continuing, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty and (30ii) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the such Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal TermOption, then the Lessee shall be deemed to have rejected the Rent proposed by represent to the Lessor and as to the matters set forth in clause (i) of this condition (B), and (C) the Lessee shall not have exercised the Remarketing Option or the Purchase Option for such Leased Assets under this Lease. (b) Each extension of this Lease for a Renewal Option will expireTerm shall be subject to this Lease. The renewal Each Renewal Term shall cause the remaining Base Term of relevant Leased Assets to be extended by one additional year from the Expiration Date in effect immediately prior to such extension; thus, if this Lease is extended on each of the anniversaries referred to above, the term of this Lease shall be binding upon for ten (10) years; provided, however, that in no event shall the Parties Base Term as extended by any Renewal Term extend beyond the date identified in the applicable Lease Supplement. (c) In the event that the Lessor and their respective successors and assigns upon each Liquidity Provider have not agreed to extend this Lease at least fifteen (15) days prior to each applicable anniversary date, the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as Lessee's request for extension shall be deemed to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorhave been rejected.

Renewal. So long as Subject to the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditions set forth herein, the Lessee shall have and the option Lessor may agree to renew this the Base Lease Term for an additional term of the Property for up to five one-year terms (5) years (hereinafter referred to as the “each, a "Renewal Term”) "), with each such Renewal Term to commence on the first day following the Expiration Date then in effect. The effective extension of the Base Lease Term for the Property shall be subject to the terms set out below. The Rent for satisfaction of each of the Demised Premises during the Renewal Term following conditions: (a) each renewal shall be negotiated by subject to the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying written consent of the Lessor (which may be withheld in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”sole discretion) not fewer than ninety (90) days prior to the end of the Term. Within within thirty (30) days of receipt by it on or before one hundred eighty (180) days prior to the Lessor’s receipt Expiration Date of written notice from the Lessee of the Lessee’s Renewal Notice's determination to extend the Base Lease Term for the Property; (b) on the Expiration Date then in effect prior to any renewal, no Event of Default shall have occurred and be continuing; and (c) the Lessee shall not have given notice of its intention to exercise the Remarketing Option. If the Lessee delivers a notice of its intention to renew this Lease as provided in Section 23.1 but the Lessor, in its sole discretion, does not consent to such renewal, the Lessor shall supply Lessee may with written notice to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty Lessor within fifteen (3015) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: 's notice of denial of renewal (a) the Lessee shall notify the Lessor in writingexercise its Purchase Option under Section 22.1(a), in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify pay to the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects Equity Balance and reduce the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise amount of the Renewal Lease Balance theretofore accruing pursuant to Section 22.1(b) or (c) exercise the Remarketing Option for that Renewal Term is deemed revoked. If the Lessee fails pursuant to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorSection 24.1.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee Tenant shall have the option to renew this the Term of “pop up” Expansion space Lease for an additional term two periods of five one (51) years year each (hereinafter referred to as the each a “Renewal Term”). Tenant shall exercise such option no later than six (6) months prior to the expiration of the Term, provided, however, that Tenant’s option to renew shall be subject to the terms set out belowcondition that no default shall have occurred and be continuing after applicable notice and cure periods have expired as of the date of Tenant’s exercise of such option or as of the date of commencement of the Renewal Term; and provided further, that if Tenant’s estate hereunder shall terminate prior to the commencement of the Renewal Term, Tenant’s option to renew shall expire upon such termination. The Tenant shall have no other right to renew this Lease after the Renewal Term. Except as otherwise expressly provided in this Lease, all terms, covenants, and conditions of this Lease shall remain in full force and effect during the Renewal Term, except that the Rent for the Demised Premises during applicable to the Renewal Term shall be negotiated as set forth in the rent schedule set forth in Section 3(b). In no event shall the Rent for the Renewal Term be less than the rent in effect at the expiration of the immediately preceding Term of the Lease. If the Tenant fails to give notice exercising the foregoing option by the Parties date required herein, or if at the time that Tenant exercises such option or at commencement of the Renewal Term the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor is in writing, in accordance with Section 16 default of any term of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for or if this Lease is assigned by Tenant or the Premises during the Renewal Termis sublet in whole or part in violation of Section 14, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred then Tenant’s rights and options to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee renew shall be deemed without automatically terminated and of no further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts force or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessoreffect.

Renewal. So long as 3.2.1 Provided (i) this Lease is then in full force and effect, (ii) the Lessee is itself in occupancy and carries on business in and from the entirety of the Leased Premises, and (iii) the Lessee is not then in default in the performance of its obligations under this Lease beyond the expiration of any applicable cure periodLease, the Lessee shall have the one (1) option to renew this Lease extend the Initial Term, for an additional term a period of five (5) years (hereinafter referred to as the “Renewal Extension Term”) subject to ), commencing on the day immediately following the last day of the Initial Term, under the same terms set out below. The and conditions as are contained in this Lease save and except that: a. the Lessee shall accept the Leased Premises “as is – where is” in their then state and condition; b. the Rent shall be the then prevailing rental rate which the Lessor could reasonably obtain for the Demised Leased Premises during the Renewal Term shall be negotiated by the Parties from a willing tenant dealing at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying arm’s-length with the Lessor in writingthe market as of the date on which the Lessee exercises the option to extend, in accordance with Section 16 having regard to all relevant circumstances, including, without limitation, the length of the Extension Term, the size and location of the Leased Premises, the terms and provisions of this LeaseLease for the Extension Term, of its exercise the age, use and condition of the Renewal Option Leased Premises, the rentals being obtained for comparable space in comparable locations in the municipality where the Leased Premises are situated; and c. there will be no further options to extend the Term. 3.2.2 The option to extend contained in this Section may only be exercised by Lessee giving Lessor written notice to such effect no less than twelve (hereinafter referred to as the “Renewal Notice”12) not fewer than ninety (90) days months prior to the end commencement of the Extension Term. In the event the Lessee fails to exercise this option to extend in the manner and before the deadline mentioned above, such option to extend will be irrevocably deemed to have been waived and to have become null and void and never to have existed. In the event that the Lessee exercises this option to extend in the manner and before the deadline mentioned above, the Parties will endeavour to negotiate in good faith and to execute a written agreement as to the Rent payable for the Extension Term as soon as reasonably possible after the exercise by the Lessee of the option to extend. 3.2.3 Within thirty (30) days from the exercise by the Lessee of the Lessor’s receipt of the Lessee’s Renewal Noticeoption to extend, the Lessor shall supply to provide the Lessee in writing the its proposed Rent for the Demised Leased Premises for the Extension Term. 3.2.4 In the event that the Parties fail for any reason to agree in writing upon the Rent to apply for the Extension Term at the latest four (4) months after the exercise by the Lessee of the option to extend, then such dispute shall be submitted to arbitration before a single arbitrator selected by the Parties within fifteen (15) days following the expiry of this 4-month period, failing which either may ask the Superior Court of Québec, sitting in the judicial district of Montreal, to appoint such arbitrator. The Parties shall not be bound during such proceeding by the Rent proposed by each of them respectively. The decision of the arbitrator as to the Rent during the Renewal Extension Term shall be final and binding on the Parties with no right of appeal. The arbitrator shall be an independent appraiser duly qualified in the evaluation of commercial real estate in Montreal and the determination of rentals applicable thereto, with at least ten (10) years of experience with the industrial real estate sector and shall be a qualified member of the Ordre des évaluateurs agréés du Québec. The costs and expenses of the arbitrator and of the arbitration proceedings shall be borne equally by the Lessor and the Lessee but each Party shall bear the costs of its own legal counsel and any professional advisers, appraisers or evaluators employed by it. If the decision of the arbitrator is not rendered prior to the commencement of the Extension Term in question, the Lessee shall pay as annual Rent the same Rent as payable in the last year immediately preceding such Extension Term. Within , with appropriate retroactive adjustments being made within thirty (30) days following the delivery of a decision by the arbitrator. Save as required by Applicable Law, each Party undertakes to keep confidential all information regarding the existence of the Lessee’s receipt arbitration, all disclosures made during the arbitration, all materials or information created, used or produced for the purpose of the Lessor’s notification arbitration, as well as all awards and orders made by the arbitrator. This obligation of confidentiality extends to all materials or information created, used or produced during any proceedings related to the Rent arbitration, including, without limitation, any proceedings before the courts for the Premises injunctive relief, or proceedings to protect or pursue a legal right or enforce or challenge any award or order made during the Renewal Termarbitration. The Parties agree to use their best efforts to impose confidentiality on all witnesses, including any expert witnesses, who will participate in the arbitration. The Parties will not, however, be liable for any breach of confidentiality by any witness. The Party prevailing in the arbitration may enforce the award by any means permitted by Applicable Law, including entering the award as a judgment of any court. The place of the arbitration shall be Montreal, Québec and the governing law of the arbitration will be the laws of the Province of Québec and the federal laws of Canada applicable in such province. The language of the arbitration and any written submissions shall be in English. Provided and to the extent that they do not derogate from the foregoing, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement provisions of the Parties as Code of Civil Procedure of Québec pertaining to arbitration will apply in addition to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance foregoing provisions with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement respect to the Lessee by the Lessorarbitration herein contemplated.

Renewal. So long as (a) Subject to the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditions set forth herein, the Lessee ------- shall have the option (the "Renewal Option") by written request (the "Renewal -------------- ------- Request") to the Lessor and the Agent (which request the Agent shall promptly ------- forward to each Participant) given not later than 180 days prior to the Initial Expiration Date, to renew this Lease the Term for an additional term of five one-year period commencing on the date following the Expiration Date then in effect. No later than the date (5the "Renewal Response Date") years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than which is ninety (90) days prior after such request has --------------------- been delivered to the end each of the Term. Within thirty (30) days of Lessor and the Lessor’s receipt of the Lessee’s Renewal NoticeAgent, the Lessor shall supply to will notify the Lessee in writing the Rent for the Demised Premises during the (with a copy to Agent) whether or not it consents to such Renewal Term. Within thirty Request (30) days of the Lessee’s which consent may be granted or denied in its sole discretion and may be conditioned on receipt of the Lessor’s notification such financial information or other documentation as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed may be specified by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing including without limitation a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement satisfactory appraisal of the Parties as to the terms Property), provided that shall govern during the Renewal Term or (b) the Lessee shall notify if the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails fail to notify the Lessor within said thirty (30) day period that it either accepts Lessee on or rejects the proposed Rent for the Premises during prior to the Renewal TermResponse Date, then the Lessee it shall be deemed to have rejected denied such Renewal Request. If the Rent proposed Lessor shall have consented to the Renewal Request, the Renewal Term contemplated by such request shall become effective as of the Expiration Date then in effect after the Lessor has consented to such Renewal Request (each an "Extension Effective Date"); provided ------------------------ that such renewal shall be subject to and conditioned upon the following: (A) on both the Extension Effective Date and the date of the Renewal Request, (i) no Lease Default or Lease Event of Default shall have occurred and be continuing, and (ii) the Lessor and the Renewal Option will expire. The renewal of this Lease Agent shall be binding upon the Parties and their respective successors and assigns upon the full completion have received a Responsible Officer's Certificate of the Lessee as to the matters set forth in clause ------ (i) execution of the Renewal Agreement by all necessary Parties; above, --- (iiB) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by shall not have exercised the Lessor.Remarketing Option, and

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee (i) Tenant shall have two (2) options to extend the option to renew this Lease Term for an additional term of five (5) years each (hereinafter the first five (5) year extension option is referred to as the “First Renewal Option”, the second five (5) year option is referred to as the “Second Renewal Option”, and the First Renewal Option and the Second Renewal Option are collectively referred to as the “Renewal TermOptions”) subject to )), upon the terms and conditions contained herein, including without limitation, the payment of Tenant’s obligations with respect to Shared Facilities and Tenant’s Pro Rata Share of Taxes and Operating Expenses, determined on the same basis as set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor forth in writing, in accordance with Section 16 Article 3 of this Lease, and subject to any changes in the Rentable Area of the Building and the Premises (pursuant to Paragraph 1(B) above); except, that the Net Rent for such Renewal Options shall be at the Current Market Rate for the applicable period. (ii) Upon written notice delivered to Landlord not later than thirty-six (36) full calendar months prior to the Expiration Date, in the case of the First Renewal Option, and thirty-six (36) full calendar months prior to expiration of the first renewal term, in the case of the Second Renewal Option, Tenant shall have the one-time right (in the case of each Renewal Option) to notify Landlord of Tenant’s election to reduce the portion of the Premises with respect to which such Renewal Option may be exercised by identifying in said notice that portion of the Premises subject to the Renewal Option (said portion being herein called the “Renewal Premises”), so long as such Renewal Premises as designated by Tenant consists solely of (a) the Premises as constituted on the Commencement Date (as the same may have been reduced by Tenant’s exercise of the Five Year Contraction Option) (the “Adjusted Initial Premises”), (b) at Tenant’s election, specified in said notice, any additional part of the Premises vertically contiguous to the Adjusted Initial Premises at the time of such Renewal Premises notice and (c) at Tenant’s election, specified in said notice one or more full floors of the Building constituting the balance of the Premises that are next closest (but not vertically contiguous) to the then lowest portion of the Premises described in clauses (a) or (b) above. If Tenant exercises its right under this Paragraph 35(F)(ii) to cause a Renewal Option to apply to less than the entire Premises, then during the term of such Renewal Option Tenant’s rights under this Paragraph 35(C) shall not apply to the portion of the Premises so excluded from the Renewal Premises that Landlord leases to third parties for a term commencing during the Renewal Option Period, including any renewals of such leases pursuant to the terms thereof. (iii) If Tenant desires to initially exercise the First Renewal Option or Second Renewal Option, as the case may be, Tenant shall deliver Landlord an initial non-binding notice (the “Initial Renewal Notice”) of Tenant’s intent to exercise either of said Renewal Options no earlier than the sixtieth (60th) and no later than the twenty-seventh (27th) month prior to the Expiration Date, as may have been theretofore extended. Following Tenant’s delivery of the Initial Renewal Notice, the Current Market Rate shall be determined in accordance with Article 36 hereof. In all events, Tenant reserves the right to rescind its Initial Renewal Notice by so notifying Landlord prior to delivery of the Final Renewal Notice. (iv) If Tenant desires to irrevocably exercise its First Renewal Option or Second Renewal Option, as the case may be, Tenant shall deliver to Landlord Tenant’s final binding written notice of its exercise of the First Renewal Option (hereinafter referred to or Second Renewal Option, as the case may be, (the “Final Renewal Notice”), upon the later of (a) not fewer than ninety twenty-one (9021) days full calendar months prior to the end of the TermExpiration Date, as may have been theretofore extended, and (b) five (5) Business Days following the determination of the Current Market Rate. (v) Tenant shall not be entitled to exercise a Renewal Option if on the date Tenant exercises such Renewal Option Tenant is (a) then in monetary or material non-monetary Default, or (b) if this Lease or Tenant’s right of possession has been terminated, or (c) if this Lease is not in full force and effect on said date. Within Tenant shall not be entitled to the Second Renewal Option unless Tenant has exercised the First Renewal Option. (vi) If Tenant fails to timely deliver the Initial Renewal Notice or the Final Renewal Notice, then Tenant will be deemed to have waived the applicable Renewal Option. (vii) Following Tenant’s exercise of a Renewal Option and the determination of the Net Rent for the respective renewal period, at the request of either party hereto and within thirty (30) days after such request, Landlord and Tenant shall enter into a supplement to this Lease confirming the terms, conditions and provisions applicable to the related Renewal Period as determined in accordance herewith. Failure of either party or refusal of either party to execute a supplement shall not affect the validity of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorOption.

Renewal. So long as the Lessee is not then in default under this Lease beyond At the expiration of any applicable cure periodthe Term, the Lessee Shurgard shall have the option right to renew this Lease Agreement, for an additional term consecutive terms of five (5) years (hereinafter referred to as the “"Renewal Term”) "), on market terms and conditions, subject to the terms set out belowprovisions of this Clause 9.3. If Shurgard wishes to renew the Agreement, it shall notify the Company (or its legal successor in title to the Properties) thereof at least 6 months prior to the expiration of the Term ("Renewal Notice"), with a copy to each of the Shareholders of the Company at that time. The Rent for Renewal Notice shall include at least a draft management services agreement along the Demised Premises during lines of this Agreement but which shall include the new terms and conditions under which Shurgard is willing to renew the Agreement ("Draft Renewal Term Agreement"). The Draft Renewal Agreement shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise market terms and conditions at that time. Within one month at the latest as from notification of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor Company shall supply notify Shurgard whether or not it agrees with the Draft Renewal Agreement ("Renewal Reply Notice"): Where the Company agrees with the proposed terms and conditions, two duly signed original versions of the Draft Renewal Agreement shall be annexed to the Lessee in writing Renewal Reply Notice. Upon receipt of these two signed originals, Shurgard shall sign each of those and promptly return one duly signed version to the Rent for Company. Where the Demised Premises during Company challenges the terms and conditions of the Draft Renewal Agreement, the Renewal Term. Within thirty Reply Notice shall include the market terms and conditions which, according to the Company, should apply, and the Parties shall (30i) days enter into negotiations on these market terms and conditions (ii) negotiate in good faith, and (iii) use best efforts to come to an agreement thereon within 1 month as from the notification of the Lessee’s receipt Renewal Reply Notice. Where the Parties fail to agree on the terms and conditions of the Lessor’s Draft Renewal Agreement within 1 month as from the notification as to the Rent for the Premises during of the Renewal TermReply Notice, the Lessee Company shall respond as follows: be entitled to test the market and find an appropriate successor management company, which must be one of the three largest self-service storage operators in the EU (a) the Lessee in number of operated self storage facilities), other than Shurgard ("Eligible Competitor"). The Company shall notify Shurgard of the Lessor identity of the Eligible Competitor and shall include a revised draft management services agreement, agreed with the Eligible Competitor for a term of at least five years and providing for substantially the same scope of engagement, management duty and authority and substantially the same standards of performance as this Agreement("Draft Competitor Agreement"), within 3 months following the Renewal Reply Notice (such notice being a "Competitor Notice"). Shurgard shall have a right of first refusal on the Draft Competitor Agreement ("Right of First Refusal") to be exercised as set forth hereafter in writingClause 9.3.5. If within three months following notification of the Renewal Reply Notice, the Company fails to notify Shurgard of the identity of the Eligible Competitor and the related Draft Competitor Agreement in accordance with Section 16 of this LeaseClause 9.3.3(c), within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee Company shall be deemed to have rejected agreed with the Rent proposed by terms and conditions of the Lessor Draft Renewal Agreement and shall be legally bound thereby. If within one month following notification of the Renewal Option will expire. The renewal of this Lease Notice by Shurgard, the Company fails or refuses to give Shurgard a Renewal Reply Notice in accordance with Clause 9.3.3(a) or (b), the Company shall be binding upon deemed to have disagreed with the Parties terms and their respective successors and assigns upon the full completion conditions of the Draft Renewal Agreement. In such event, Shurgard shall invite the Company by notice ("Second Renewal Notice") to either (i) execution of start negotiations on the Draft Renewal Agreement by all necessary Parties; in accordance with Clause 9.3.3(b) or to (ii) approval test the market to find an appropriate successor management company in accordance with 9.3.3(c) and (d), it being understood that both Clauses shall be applied mutatis mutandis and that, in this respect, Renewal Reply Notice shall be read as Second Renewal Notice. If the Company does not start negations with Shurgard within one month of the Second Renewal Agreement by Notice, the Office Company shall be deemed to be testing the market to find an appropriate successor management company as of the Attorney General, as to formnotification of the Second Renewal Notice and Clause 9.3.3(d) shall apply mutatis mutandis, and the Office of the State Comptrollerin this respect, Renewal Reply Notice shall be read as necessary; and (iii) delivery of the fully executed and approved Second Renewal Agreement to the Lessee by the LessorNotice.

Renewal. So long as the Lessee (a) Provided Tenant is not then in default of any obligations under this Lease, either at the time of exercise of this option, or at the commencement of each Renewal Term and Tenant is fully occupying the Premises and the Lease beyond the expiration of any applicable cure periodis in full force and effect, the Lessee Tenant shall have the option right to renew this Lease for an two term(s) of five years each beyond the end of the initial Term (each, a "Renewal Term"). Tenant shall furnish written notice of its intent to renew one (1) year prior to the expiration of the applicable Term, failing which, such renewal right shall be deemed waived; time being of the essence. The terms and conditions of this Lease during each Renewal Term shall remain unchanged except that: (i) the Annual Fixed Rent for the first Renewal Term shall be the greater of (A) the Annual Fixed Rent for the last year of the initial term, plus 3%, with increases of 3% for each additional year of the first Renewal Term; and (B) the Annual Fixed Rent, as adjusted in the manner set forth below, based upon the Consumer Price Index (as hereinafter defined) plus 3.5% for each year of the first Renewal Term; and (ii) the Annual Fixed Rent for the second Renewal Term shall be the greater of (A) the Annual Fixed Rent for the last year of the first Renewal Term, plus 3%, with increases of 3% for each additional year of the second Renewal Term and (B) the Annual Fixed Rent, as adjusted in the manner set forth below, based upon the Consumer Price Index plus 3.5% for each year of the second Renewal Term. In the event Tenant leases the Premises for the first Renewal Term, Tenant shall be entitled to new carpeting ($18.00/yard allowance, increased by the cumulative increase in the Consumer Price Index from the date of this Lease to the commencement of the Renewal Term) and paint throughout the Premises using paint equal to the quality of paint presently existing in the Premises. Anything herein contained to the contrary notwithstanding, Tenant shall have no right to renew the term of hereof other than or beyond the two (2) consecutive five (5) years year terms hereinabove described. It shall be a condition of each such Renewal Term that Landlord and Tenant shall have executed, not less than nine (hereinafter referred to as the “Renewal Term”9) subject months prior to the terms set out below. The Rent for expiration of the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred then expiring term hereof, an appropriate amendment to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, in form and content satisfactory to each of its exercise them, memorializing the extension of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent term hereof for the Demised Premises during the next ensuing Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.

Renewal. So long as Section 18.1 Tenant (but only the Lessee is not then Tenant named in default under this Lease beyond the expiration and provided that Tenant is still in occupancy of any applicable cure period, the Lessee two-thirds of Demised Premises) shall have the option (the "Renewal Option") to renew extend the term of this Lease for an three (3) additional term periods of five (5) years each (hereinafter referred to as the “each a "Renewal Term”"). The first Renewal Term (the "First Renewal Term") subject shall commence on the date immediately succeeding the Termination Date and shall end on the fifth (5th) anniversary of the Termination Date. The second Renewal Term (the "Second Renewal Term") shall commence on the date immediately succeeding the fifth (5th) anniversary of the Termination Date and shall end on the tenth (10th) anniversary of the Termination Date. The third Renewal Term (the "Third Renewal Term") shall commence on the date immediately succeeding the tenth (10th ) anniversary of the Termination Date and shall end on the fifteenth (15th) anniversary of the Termination Date. Section 18.2 Each Renewal Option shall be exercisable by Tenant delivering to Landlord notice of Tenant's exercise thereof (a "Renewal Notice"), at least 12 months prior to the terms set out belowfirst day of the Renewal Term in question. Time is of the essence with respect to the giving of the Renewal Notice. Upon the giving of a Renewal Notice with respect to this Lease, Tenant shall be deemed to have simultaneously exercised its renewal option under the Phase I Lease. The Rent for exercise of a Renewal Option under the Demised Premises during Phase I Lease (incorporated therein by amendment simultaneously with the execution of this Lease) shall be deemed to be exercise of a Renewal Option under this Lease. Upon the giving of the Renewal Notice with respect to the Third Renewal Term, Tenant shall have no further right or option to extend or renew the term of this Lease or any Renewal Term, except as may otherwise be provided in Article 17 in connection with an Expansion Option. Notwithstanding the foregoing, Tenant may only exercise a Renewal Option, and an exercise thereof shall only be effective, if at the time of Tenant's exercise of such 29 29 Renewal Option and on the day preceding the commencement of the Renewal Term in question, the following conditions are satisfied, (i) this Lease is in full force and effect and (ii) no monetary or material non-monetary default on the part of Tenant is continuing beyond any applicable notice or cure period then exists under this Lease. Section 18.3 If Tenant exercises a Renewal Option, the Renewal Term shall be negotiated by upon the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to same terms, covenants and conditions as the “Renewal Option”) by notifying the Lessor those contained in writing, in accordance with Section 16 of this Lease, except that basic rent during each Renewal Term ("Renewal Basic Rent") shall be equal to (a) ninety-five (95%) percent of the "fair market rental" rate for offices and uses ancillary thereto in Class A buildings of comparable size, quality and location, and payable by tenants of comparable size and credit in suburban Columbus, Ohio, for a comparable triple net lease, upon the same terms and conditions as set forth herein and with respect to the Third Renewal Term only, Tenant shall have no further right to renew this Lease; or (b) such other amount as is otherwise acceptable to both parties; provided, however, that the Renewal Basic Rent for the First Renewal Term shall not be less than the Basic Rent in effect for the last year of the Term, and the Renewal Basic Rent for each succeeding Renewal Term shall not be less than the Renewal Basic Rent in effect for the last year of the preceding Renewal Term. In the absence of any agreement between the parties on the amount of the Renewal Basic Rent, the Renewal Basic Rent shall be determined as provided below. Section 18.4 Tenant may not exercise a Renewal Option unless Tenant has exercised all prior Renewal Options. Upon its exercise of the third (3rd) Renewal Option Option, Tenant shall have no further right or option to renew this Lease. Section 18.5 For purposes of determining the Renewal Basic Rent, the following procedure shall apply: (hereinafter referred 2) If the parties shall have exchanged determinations in accordance with the foregoing, they shall attempt to as agree upon the “Renewal Notice”) not fewer than ninety Term Basic Rent. If, within ten (9010) days prior after the date of such exchange, they have not so agreed they shall attempt to agree upon an independent real estate appraiser to act hereunder. If, within twenty (20) days after the date of such exchange, they have not so agreed upon such an independent real estate appraiser, such independent real estate appraiser shall be appointed by the American Arbitration Association. The independent real estate appraiser so agreed upon by the parties or so appointed is herein called the "Renewal Term Appraiser". The fee of the Renewal Term Appraiser and of the American Arbitration Association shall be borne equally by Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with any determination under this Article. (3) The Renewal Term Appraiser, by notice to the end parties, shall establish a date, time and location in the City of Columbus, no earlier than 10 days after the date of such notice, at which either party may, if it elects, deliver to the Renewal Term Appraiser a revised written determination of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal NoticeTerm Basic Rent ; provided, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Termhowever, the Lessee shall respond as follows: that (a) Landlord's revised determination of the Lessee Renewal Term Basic Rent shall notify be no higher than Landlord's Initial Determination thereof and no lower than 95% of Landlord's Initial Determination thereof, and (b) Tenant's revised determination of the Lessor in writingRenewal Term Basic Rent shall no lower than Tenant's Initial Determination thereof and no higher than 105% of Tenant's Initial Determination thereof. (4) If both parties elect to deliver revised determination, they shall do so simultaneously. The Renewal Term Appraiser shall furnish each party with a copy of any revised determination delivered by the other. As used herein the term "Landlord's Final Determination" shall mean (i) if Landlord shall have delivered a revised determination in accordance with Section 16 of this LeaseSection, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term such revised determination, or (bii) otherwise, Landlord's Initial Determination. As used herein the Lessee term "Tenant's Final Determination" shall notify the Lessor in writing, mean (i) if Tenant shall have delivered a revised determination in accordance with Section 16 of this LeaseSection, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts such revised determination, or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney Generalotherwise, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorTenant's Initial Determination.

Renewal. So long as Landlord covenants with Tenant that if Tenant duly and regularly pays the Lessee rent and performs all of the covenants, provisos and agreements on the part of Tenant to be paid and performed in the Lease, and provided the Tenant to be paid and performed in the Lease, and provided the Tenant is not then in default under this Lease beyond the terms of the Lease, Landlord, at the expiration of any applicable cure periodthe Term, and upon Tenant's written request, mailed by registered post, returned receipt requested, to, or delivered to, Landlord and received by Landlord at least nine (9) months prior to the Lessee shall have expiration of the option Term, grant to renew this Lease Tenant a renewal lease of the Demised Premises on an "as is" basis for an additional a further term of five Five (5) years, upon the same terms and conditions except as to further renewal term and except as to Rent, which Rent is to be the then fair market Rent on a net carefree basis (the "Renewal Rent") for the Demised Premises at the Commencement of the renewal term. If the parties are unable to agree as to Renewal Rent, such Renewal Rent shall be determined by arbitration. It is agreed that whether such Renewal Rent is agreed upon or determined by arbitration, such Renewal Rent shall in no event provide for a Rent plus percentage rent, if any, in an amount less than the Rent, for the last year of the Term, which is Five ($5.00) Dollars plus the balance of amortized leasehold costs. Pending agreement of the parties as to, or as to the determination by arbitration of the Renewal Rent, Tenant shall continue to pay the Rent for the last year of the Term, and upon agreement or determination by arbitration as aforesaid shall commence to pay the Renewal Rent retroactive to the commencement of the renewal term. Any underpayment by the Tenant shall be adjusted retroactive to the commencement of the renewal term. If the Tenant after Five (5) years (hereinafter referred does not wish to as renew the “Renewal Term”) subject to lease, then all of the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writingunpaid portion of their leasehold improvements, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to payment schedule attached herewith and defined as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor Schedule "B" shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice become due and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorpayable immediately.

Renewal. So long as If Tenant desire to renew the Lessee is not then in default under this Lease beyond tenancy of the Premises, Tenant should give Landlord a written notice six (6) months prior to the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to ). Landlord will negotiate on the end aforesaid renewal of the TermPremises with Tenant. The terms and conditions in respect of the renewal of the Premises shall be that as may be mutually agreed upon by both Landlord and Txxxxx. Unless otherwise agreed by the parties, the Rent for each square meter of the Premises during the further renewal lease term shall be the current Rent hereby provided or the open market rental of office buildings of similar quality at the time when the renewal notice was received by the Landlord, whichever is higher. Within thirty (30) days after the Renewal Notice is issued, Tenant shall execute with Landlord a renewal lease agreement in respect of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Tenancy Agreement”). If Tenant has not issued and delivered the Renewal Notice to Landlord six (6) memorializing months prior to the agreement expiration of the Parties Term, or the premises to be leased as to the terms that shall govern during mentioned in the Renewal Term Notice are not all of the Premises, or (b) the Lessee shall notify lease term stipulated in the Lessor Renewal Notice is less than 24 months, or Tenant fails to execute the Renewal Tenancy Agreement with Landlord pursuant to this Clause, or the Tenant express in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period writing that it rejects will not renew the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Termlease, then Tenant shall lose the Lessee right of renewal as stipulated in this Clause and Tenant shall be deemed to have rejected waived the Rent proposed by first refusal to lease the Lessor and Premises under the Renewal Option will expiresame conditions. The renewal of this Lease Under such circumstance, Landlord shall be binding upon entitled to negotiate with any other party to lease the Parties and their respective successors and assigns upon Premises after the full completion expiration of the (i) execution of the Renewal tenancy under this Tenancy Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorsign relevant tenancy agreement with such other party.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall TENANT will have the option a right to renew the term of the Lease in accordance with this section. Any such renewal will be on an "as-is" basis, subject to all the terms of the Lease, except as to the amount of base rent (addressed below), as to further renewal rights (of which there will be none), and as to any rent concessions (of which there will be none). If TENANT wishes to renew the Lease term for an additional term of five (5) years years, TENANT must (hereinafter referred to as the “Renewal Term”preserve this right) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writinggive LANDLORD, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer no Iater than ninety (90) 210 days prior to the end expiration date of the Terminitial term, written notice of TENANT'S intent to exercise the option contained in this section. The notice, to be affective, must state the base rent TENANT proposes to pay, which rent must be fixed and fIat throughout the renewal term and must be not less than the base rent payable immediately prior to the expiration of the initial five (5) year term (excluding any portion attributable to the amortized cost of any parking lot improvements or HVAC cooling capacity improvements discussed elsewhere). Within ten (10) days after receiving that notice, LANDLORD will offer the Leased Premises to Summit Medical Systems, Inc. ("Summit") pursuant to the expansion option in Summit's lease. Summit's lease requires Summit to exercise its option, if at all, within thirty (30) days after receiving LANDLORD'S offer. If Summit exercises its option, LANDLORD will promptly notify TENANT and TENANT'S notice under the previous paragraph will be null and void. If Summit fails to exercise its option, LANDLORD will promptly give TENANT written notice of that fact and the base rent LANDLORD proposes to charge during the renewal term. If the parties' respective proposals for base rent differ, LANDLORD and TENANT will negotiate in good faith the rent for the five (5) year renewal term. The date TENANT receives the notice described in the last sentence of the Lessor’s receipt of previous paragraph is hereinafter described as the Lessee’s Renewal Notice, Negotiation Starting Date. If the Lessor shall supply parities have failed to agree on the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within rent within thirty (30) days of after the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal TermNegotiation Starting Date, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Leaseeither party may, within the said thirty following five (305) day period that it accepts days notify the Rent proposed other party of its intent to have a third party mediate their disagreement. The mediator's expenses will be paid by the Lessor party calling for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revokedmediation. If neither party makes a timely request for mediation, the Lessee fails to notify parties' negotiation period will end 45 days after the Lessor within said thirty Negotiation Starting Date. If either party makes a timely request for mediation, the parties' negotiation period will end sixty (3060) day period that it either accepts or rejects days after the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorNegotiation Starting Date.

Renewal. So long as If pursuant to such negotiations, an agreement on the Lessee renewal or amendment this agreement is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days reached prior to the end current expiration date, this agreement shall be automatically extended until. consummation of a new Agreement. Notwithstanding the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writingforegoing provisions, in accordance with Section 16 of the event the parties to this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor agreement agree to negotiate for the Renewal Term in which case the Parties shall commence its renewal through the process of executing a renewal central bargaining, either party to this agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as may give notice to the terms that shall govern during other party of its desire to bargain for amendments on local matters proposed for incorporation in the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 renewal of this Leaseagreement not earlier than six calendar months nor later than three calendar months prior to the normal termination date of this agreement. Upon receipt of such notice by one party from the other, ties will meet within the thirty (30) day period that it rejects the Rent set out by the Lessor fifteen days thereafter for the Renewal Term in purpose of bargaining on local matters. It is understood and agreed that 'local matters' means those matters which case the Lessee shall be deemed without further notice and without further have been determined by mutual agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise Central Negotiating Committees respectively representing each of the Renewal Option parties to this agreement as being subject for local bargaining directly between the parties to this agreement. It is also agreed that Renewal local bargaining shall be subject to such procedures as may be determined by mutual agree- ment between the Central Negotiating Committees refer- red to above. Term is deemed revoked. If This agreement shall continue in effect until October and shall continue automatically thereafter annual periods of one year each unless either party notifies the Lessee fails to notify other in writing within ninety days next preceding the Lessor within said thirty (30) day period date that it either accepts desires to amend or rejects terminate this Agreement. In the proposed Rent event of such notification being given as to amendment of the Agreement, negotiations between the parties shall begin within fifteen days following such notification. DATED at Toronto this FOR THE HOSPITAL FOR THE UNION RN/CC HOSPITAL FULL-TIME WAGE SCHEDULE EFFECTIVE OCTOBER Registered Nursing Assistant Pending Nursing Assistant (Trained) Xxxx Xxxx Orderly Orderly 2 Linen Room Aide Maintenance General Maintenance Helper Maintenance Mechanic - Yea-r 2 -Year-s Assistant Xxxxxx Activity and HOSPITAL WAGE SCHEDULE EFFECTIVE OCTOBER Classification Start 1 Year -2 -Y.e-a-r.s- Registered Nursing Assistant Pending Nursing Assistant (Trained) Xxxx Xxxx Orderly 1 Orderly 2 Linen Room Aide Maintenance General Maintenance Helper Maintenance Mechanic Assistant Xxxxxx Activity and WAGE RATES AS AFFECTED BY PAY EQUITY EFFECTIVE JANUARY Registered Nursing Activity Assistant Nursing Assistant Linen Room Aide Registered Nursing Activity Assistant Nursing Assistant Linen Room Aide Assistants EFFECTIVE OCTOBER Assistants S-tar-t Start -1 Year- 2- Years- Upon request of the Local Union, and with reasonable notice, the Hospital will provide a union representative the opportunity to read the provisions of the insurance policy or policies as to employee liability insurance coverage for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed classifications of employees represented by the Lessor and the Renewal Option Union. FOR THE UNION FOR THE HOSPITAL .- - - - - - - - . - - - - - . - - - - - - Those individuals who are currently required to rotate will expire. The renewal of this Lease shall only be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as required to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.rotate on two shifts: Day/Evening or Day/Nights

Renewal. So long as 26.1 Landlord hereby grants to Tenant the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodright, the Lessee shall have the option exercisable at Tenant’s option, to renew the term of this Lease for an additional term of five two (52) years terms (hereinafter referred to as the each a “Renewal Term”) subject to of ten (10) years each. If such right is exercised, and if the terms set out below. The Rent for conditions applicable thereto have been satisfied, the Demised Premises during the first Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to commence immediately following the end of the Lease Term provided in this Lease and if the right is exercised with respect to the second Renewal Term. Within thirty (30) days of , and the Lessor’s receipt of the Lessee’s Renewal Noticeconditions thereto have been satisfied, the Lessor second Renewal Term shall supply to commence immediately following the Lessee in writing the Rent for the Demised Premises during the first Renewal Term. Within thirty The right of renewal herein granted to Tenant shall be subject to, and shall be exercised in accordance with, the following terms and conditions: (30a) days Tenant shall exercise its right of renewal with respect to each Renewal Term by giving Landlord written notice thereof not earlier than twenty-four (24) months and not later than twelve (12) months prior to the expiration date of the Lesseethen-current Lease Term. Tenant’s receipt exercise of each right of renewal shall be irrevocable and shall be binding upon both Landlord and Tenant. (b) In the Lessorevent a renewal option notice is not given timely, Tenant’s notification as right of renewal with respect to such Renewal Term shall lapse and be of no further force or effect. (c) Each renewal option may be exercised only with respect to the Rent for entire Premises. (d) All the Premises terms, conditions, covenants and agreements set forth in this Lease shall continue to apply and be binding upon Landlord and Tenant during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor except for the Renewal Term determination of monthly Base Rent as set forth in which case Section 26.2 below. (e) In the Parties shall commence event there exists an Event of Default under this Lease on the process of executing date a renewal agreement (hereinafter referred to as option notice is sent or on the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that date such Renewal Term is deemed revokedto commence, then, at Landlord’s option, such Renewal Term shall not commence and the Lease Term shall expire at the date the Lease Term would have expired without such renewal. (f) The renewal option shall be exercised only by the original Tenant hereunder, and not by any assignee or subtenant other than a Permitted Transferee which is an assignee or subtenant of the entire Premises. If In the Lessee fails event the original Tenant hereunder assigns its interest in this Lease to notify any other entity, Tenant’s rights under this Section 26.1 shall lapse as though this Section 26.1 had never been included in this Lease. 26.2 During each Renewal Term, the Lessor within said thirty annual base rent shall be equal to ninety-five percent (3095%) day period that it either accepts or rejects the proposed of Market Rent for the Premises during the applicable Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, Term as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessordetermined below.

Renewal. So long Provided that as of the Lessee time of the giving of each Renewal Notice (as defined below) and the Commencement Date of each Renewal Term (as defined below) (a) Tenant is not the Tenant originally named herein, (b) Tenant actually occupies all of the Premises, and (c) no event of default exists or would exist but for the passage of time or the giving of notice, or both; then in default under this Tenant will have the right to extend the Lease beyond Term for one (1) additional term of two (2) years each (the “Renewal Terms”) commencing on the day following the expiration of any applicable cure period, the Lessee shall have the option to renew this then current Lease for an additional term of five Term (5) years (hereinafter referred to as the “Commencement Date of the Renewal Term”) subject to the terms set out below). The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option will give Landlord notice (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) of its election to extend the term of the Lease Term at least six (6) months, but not fewer more than ninety twelve (9012) days months, prior to the end scheduled expiration date of then current Lease Term (the “Notice Period”). If Tenant does not give the Renewal Notice during the Notice Period, Tenant’s right to extend the Lease Term will automatically terminate. Time is of the Term. Within thirty (30) days essence as to the giving of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply . The minimum monthly rental payable by Tenant to the Lessee in writing the Rent Landlord for the Demised Premises each year during the Renewal TermTerm will be the rate for prior year increased by three percent (3%). Within thirty (30) days Except for the minimum monthly rental as determined above, Tenant’s occupancy of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during each Renewal Term will be on the same terms and conditions (including the payment of additional rent) as are in effect immediately prior to the expiration of the then current Lease Term; provided, however, except as specified in this Section 2.4, Tenant will have no further right to any allowances, credits or abatements or any options to expand, contract, renew or extend the Lease. Landlord will have no obligation to refurbish (other than repairs in the event of casualty as set forth herein) or otherwise improve the Premises for any Renewal Term, . The Premises will be tendered on the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 Commencement Date of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessoras-is” condition.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee TERM ------------ Section 40.1 Tenant shall have the option (the "Renewal Option") to renew ------------ --------------- extend the term of this Lease for an one (1) additional term period of five (5) years (hereinafter referred to as the “"Renewal Term”"), which Renewal Term shall commence on the date immediately -------------- succeeding the Fixed Expiration Date and end on the fifth (5th) subject anniversary of the Fixed Expiration Date, provided that (a) this Lease shall not have been previously terminated, and (b) no Material Event of Default shall have occurred and be continuing beyond the applicable grace period (x) on the date Tenant gives Landlord written notice (the "Renewal Notice") of Tenant's election to --------------- exercise the Renewal Option, and (y) on the Fixed Expiration Date. The Renewal Option may be exercised with respect to the terms entire Premises only and shall be exercisable by Tenant delivering the Renewal Notice to Landlord at least nine (9) months prior to the Fixed Expiration Date. Time is of the essence with respect to the giving of the Renewal Notice. Upon the giving of the Renewal Notice, Tenant shall have no further right or option to extend or renew the Term. If Tenant shall fail to deliver the Renewal Notice by the date set out belowforth herein, the Renewal Option shall be deemed waived and of no further force and effect, regardless of whether Landlord shall have taken any action in reliance upon the fact that the notice was not given. Section 40.2 If Tenant exercises the Renewal Option, the Renewal Term ------------ shall be upon the same terms, covenants and conditions as those contained in this Lease, except that (i) the Fixed Rent shall be deemed to-mean the Fixed Rent as determined pursuant to Section 40.3 hereof, (ii) Tenant shall not be entitled to any free rent period during the Renewal Term, and (iii) the provisions of Sections 3.5 and 3.6, and the provisions of Section 40.1 relative to Tenant's right to renew the Term of this Lease shall not be applicable during the Renewal Term. It is expressly understood that during the Renewal Term, Tenant shall have no further right to renew this Lease. Section 40.3 For the Renewal Term, the Fixed Rent shall be determined ------------ as follows: (A) The Fixed Rent for the Demised Premises during for the Renewal Term shall be negotiated by an amount equal to ninety-five percent (95%) of the Parties at annual fair market rental value of the time Premises (the "Fair Market Rent") on the first day of the ---------------- Renewal Term. The Fair Market Rent shall be determined on the basis of the highest and best use of the Premises as offices assuming that the Premises are free and clear of all leases and tenancies (including this Lease), that the Premises are available in the then rental market for comparable first class office buildings in the Jersey City, New Jersey area, that Landlord has had a reasonable time to locate a tenant who rents with the knowledge of the uses to which the Premises can be adapted, and that neither Landlord nor the prospective tenant is under any compulsion to rent, and taking into account: (i) the fact that Base Operating Expenses shall be as set forth herein; (ii) the fact that as of the commencement of the Renewal Term, Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option not be required to pay, in addition to the escalation payments presently provided for under this Lease, Tenant's Share of such other escalation payments which Landlord is then generally charging tenants under other leases or offers for leases in the Building; (hereinafter iii) the fact that Tenant shall have no further right to renew this Lease; (iv) the fact that Landlord shall not be obligated to perform any work in the Premises to prepare the same for Tenant's occupancy nor shall Tenant be entitled to any tenant fund of the type described in Section 3.6 hereof; (v) the fact that Tenant shall not be entitled to any free rent period; (vi) the fact that Landlord may or may not be obligated to pay a brokerage commission with respect to the Renewal Term; and (vii) whether or not it is reasonably likely that the Premises would remain vacant for a period of time after the Fixed Expiration Date if Tenant had not exercised the Renewal Option. (B) For purposes of determining the Fair Market Rent, the following procedure shall apply: (1) Landlord and Tenant shall each contemporaneously deliver to the other a written notice (each a "Rent Notice"), on a date mutually ----------- agreed upon but in no event later than the one hundred twentieth (120th) day prior to the last day of the Term, which Rent Notice shall set forth each of their respective determinations of the Fair Market Rent (Landlord's determination of the Fair Market Rent is referred to as "Landlord's ---------- Determination" and Tenant's determination of the “Fair Market Rent is referred to ------------- as "Tenant's Determination"). If Landlord shall fail or refuse to give such Rent ---------------------- Notice as aforesaid, Landlord's Determination shall be deemed to be equal to the Fixed Rent then payable by Tenant on the last day of the Term and if Tenant shall fail or refuse to give such Rent Notice as aforesaid, Tenant's Determination shall be deemed to be the same as Landlord's Determination. If neither Landlord nor Tenant shall deliver a Rent Notice as aforesaid, the Fair Market Rent shall be deemed to be equal to the Fixed Rent then payable by Tenant on the last day of the Term. (2) If Landlord's Determination and Tenant's Determination are not equal, Landlord and Tenant shall attempt to agree upon the Fair Market Rent. If Landlord and Tenant shall mutually agree upon the determination (the "Mutual ------ Determination") of the Rental Value their determination shall be the Fixed Rent -------------- for the Renewal Option”Term, and shall be final and binding upon the parties. If Landlord and Tenant shall be unable to reach a Mutual Determination within ten (10) Business Days after delivery of both determinations to each party, Landlord and Tenant shall jointly select an independent real estate broker or appraiser (the "Appraiser") whose fee shall be borne equally by notifying Landlord and Tenant. In ---------- the Lessor in writingevent that Landlord and Tenant shall be unable to jointly agree on the designation of the Appraiser within five (5) Business Days after they are requested to do so by either party, then the parties agree to allow the AAA, or any successor organization to designate the Appraiser in accordance with Section 16 of this Leasethe rules, of its exercise regulations and/or procedures then obtaining of the Renewal Option AAA or any successor organization. (hereinafter referred to 3) The Appraiser shall conduct such hearings and investigations as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within he may deem appropriate and shall, within thirty (30) days after the date of designation of the Lessor’s receipt Appraiser, choose either Landlord's Determination or Tenant's Determination, and such choice by the Appraiser shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Article. The Appraiser appointed pursuant to this Article shall be an independent real estate broker or appraiser with at least ten (10) years' experience in leasing and valuation of properties which are similar in character to the Building, and a member of the Lessee’s Renewal NoticeAmerican Institute of Appraisers of the National Association of Real Estate Boards and a member of the Society of Real Estate Appraisers. The Appraiser shall not have the power to add to, modify or change any of the Lessor provisions of this Lease. (4) It is expressly understood that any determination of the Fair Market Rent pursuant to this Article shall supply to be based on the Lessee criteria stated in writing Section 40.3 hereof. (C) After a determination has been made of the Fair Market Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee parties shall respond as follows: (a) execute and deliver to each other an instrument setting forth the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Fixed Rent proposed by the Lessor for the Renewal Term in which case as hereinabove determined. (D) If the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement final determination of the Parties as to Fair Market Rent shall not be made on or before the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 first day of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case accordance with the Lessee provisions of this Article, pending such final determination Tenant shall be deemed without further notice and without further agreement between pay, as the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Fixed Rent for the Premises during the Renewal Term, an amount equal to the greater of the Fixed Rent then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expirepayable or Tenant's Determination. The renewal of this Lease shall be binding If, based upon the Parties and their respective successors and assigns upon the full completion final determination hereunder of the (i) execution Fair Market Rent, the payments made by Tenant on account of the Fixed Rent for such portion of the Renewal Agreement by all necessary Parties; (ii) approval of Term were greater than the Fixed Rent payable for the Renewal Agreement by Term, Landlord shall give Tenant a credit in the Office amount of such excess, together with interest thereon at the Attorney General, as to formBase Rate against future payments of Fixed Rent, and if less, Tenant shall pay the Office of deficiency to Landlord within ten (10) Business Days together with interest thereon at the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorBase Rate.

Renewal. So long as (a) Provided the Lessee Tenant is not then in default under this Lease of any of the Tenant’s Convenants in respect of which the Landlord has given written notice to the Tenant beyond the expiration of any applicable cure period, the Lessee Tenant shall have the option right, and upon giving to the Landlord not less than six (6) months notice in writing prior to the expiration of the Lease, or a renewal term, to renew this the Lease for an additional term two (2) further terms of five two (52) years (hereinafter referred to each, upon the same terms and conditions as contained in the “Renewal Term”) subject Lease, except that the Fixed Minimum Rent shall be fixed by mutual agreement and there shall be no further right of renewal. Provided, however, that if the Landlord and Tenant do not agree in writing to the terms set out below. The rent for such renewal term on or before the date three (3) month prior to the date of termination of the Lease, then the Fixed Minimum Rent for the Demised Premises during the Renewal Term such renewal term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred market value to as the “Renewal Option”) by notifying the Lessor in writing, be determined in accordance with Section 16 subparagraph (b) hereof; (b) If the parties hereto are unable to agree to the Fixed Minimum Rent for a renewal term within the time limits set forth, either party, may by written notice to the other given at least two (2) months prior to the expiry of the Term of this Lease, of its exercise of name an arbitrator and the Renewal Option party receiving such notice shall within ten (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (9010) days of receipt of such notice name an arbitrator, and the two (2) arbitrators so named shall name a third arbitrator, and the arbitrators thus named shall determine the rent for the renewal period and their decision or award shall be made prior to the end expiration of the Term. Within thirty (30) days Lease, and such award, or the award of the Lessor’s receipt majority of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease arbitrators shall be binding upon the Parties parties. The expense of the arbitration shall be borne equally between the parties hereto. If either party shall neglect or refuse to name its arbitrator within the time hereinbefore limited or to proceed with the arbitration, the arbitrator named by the other party shall proceed and their respective successors fix the said rent to be paid for the renewal term, and assigns his award shall be final; (c) Notwithstanding the ruling of the Arbitrators, the said Fixed Minimum Rent for the renewal term shall not be less than the Fixed Minimum Rent for the final year of the term of the Lease; (d) The parties hereto agree that in the event that the Fixed Minimum Rent for the renewal term shall not be established before the commencement of the renewal term, the Tenant shall continue to pay the Fixed Minimum Rent, and all other charges and Additional Rent set out herein, until such time as the rental rate is established and upon the full completion establishment of the (i) execution rental for the renewal term, the rental for the renewal term shall be retroactively adjusted to the date of commencement of the Renewal Agreement renewal term, and any deficiency of rental shall immediately be paid by the Tenant to the said Landlord failing which the Landlord shall be entitled to all necessary Parties; (ii) approval remedies granted hereunder for breach of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorLease.

Renewal. So long as If pursuant to such negotiations, an agreement on the Lessee renewal or amendment of this Agreement is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days reached prior to the end current expiration date, this Agreement shall be automatic- ally extended until consummation of a new agreement. Notwithstanding the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writingforegoing provisions, in accordance with Section 16 of the event the parties to this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor Agreement agree to negotiate for the Renewal Term in which case the Parties shall commence its renewal through the process of executing a renewal agreement (hereinafter referred central bargaining, either party to as the “Renewal Agreement”) memorializing the agreement of the Parties as this Agreement may give notice to the terms that shall govern during other party of its desire to bargain for amendments on local matters proposed for incorpora- tion in the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 renewal of this LeaseAgreement not earlier than six calendar months nor later than three calendar months prior to the normal termination date of this Agreement. Upon receipt of such notice by one party from the other, within the thirty (30) day period that it rejects the Rent set out by the Lessor both parties will meet fifteen days thereafter for the Renewal Term in purpose of bargaining on local matters. It is understood and agreed that ‘local matters' means those matters which case the Lessee shall be deemed without further notice and without further have been by mutual agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise Central Negotiating Committees respectively repre- senting each of the Renewal Option parties to this Agreement as being subjects for local bargaining directly between the to this Agree- ment. It is also agreed that Renewal local bargaining shall be subject to such procedures as may be determined by mutual agreement between the Central Negotiating Committees referred to above. Term is deemed revoked. If This Agreement shall continue in effect from the Lessee fails to notify date hereof until October and either party notifies the Lessor other in writing within said thirty (30) day period ninety days next preceding the date that it either accepts desires to amend or rejects terminate this Agreement. In the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed event of such notification being given as to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion amend- ment of the Agreement, negotiations between the parties shall begin within fifteen days following such notification. DATED AT TORONTO THIS DAY OF -FOR THE-HOSPITAL RN/CC HOSPITAL (iSERVICE PART-TIME) execution of the Renewal Agreement by all necessary Parties; WAGE SCHEDULE (iiA) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and EFFECTIVE OCTOBER -1 Yea-r -2 Year-s Registered Nursing Assistants Pending Nursing Assistant (iiiTrained) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.Xxxx Xxxx Orderly Orderly 2 Linen Room Aide Maintenance General Maintenance Helper Maintenance Mechanic Activity Assistant Xxxxxx 13.700 HOSPITAL (SERVICE PART-TIME) WAGE SCHEDULE EFFECTIVE OCTOBER Start 1 Year Registered Nursing Assistants Pending Nursing Assistant (Trained) Xxxx Xxxx Orderly 1 Orderly 2 Linen Room Aide Maintenance General Maintenance Helper Maintenance Mechanic Activity Assistant Xxxxxx WAGE RATES AS AFFECTED BY PAY EQUITY EFFECTIVE JANUARY Classification Start 1 Year Registered Nursing Assistant Activity Assistant Nursing Assistant Linen Room Aide EFFECTIVE OCTOBER Classification Start 1 Year Registered Nursing Assistant Activity Assistant Nursing Assistant Linen Room Aide

Renewal. So long as (a) Subject to the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditions set forth herein, the Lessee shall have the option (the "Renewal Option") by written request (the "Renewal Request") to the Lessor, each Participant and the Indenture Trustee given at any time and from time to time after six months after the Closing Date to renew this Lease the Term for an additional term of a five (5) years (hereinafter referred to as year period commencing on the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated date requested by the Parties at Lessee (the time that "Renewal Effective Date"). No later than the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option date (hereinafter referred to as the “"Renewal Option”Response Date") by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within which is thirty (30) days after such request has been delivered to each of the Lessor’s receipt of , each Participant and the Lessee’s Renewal NoticeIndenture Trustee, the Lessor shall supply to will notify the Lessee in writing (with a copy to the Rent for the Demised Premises during the Indenture Trustee) whether or not it consents to such Renewal Term. Within thirty Request (30) days of the Lessee’s which consent may be granted or denied in its sole discretion and may be conditioned on receipt of the Lessor’s notification such financial information or other documentation as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed may be specified by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing including without limitation a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement satisfactory appraisal of the Parties as to the terms Property), provided that shall govern during the Renewal Term or (b) the Lessee shall notify if the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails fail to notify the Lessor within said thirty (30) day period that it either accepts Lessee on or rejects the proposed Rent for the Premises during prior to the Renewal TermResponse Date, then the Lessee it shall be deemed to have rejected denied such Renewal Request. The renewal of the Rent proposed Term contemplated by any Renewal Request shall become effective as of the Renewal Effective Date on or after the Renewal Response Date on which the Lessor shall have consented to such Renewal Request; provided that such renewal shall be subject to and conditioned upon the following: (A) on both the Expiration Date then in effect and the date of the Renewal Request, (i) no Lease Default or Lease Event of Default shall have occurred and be continuing, and (ii) the Lessor and the Indenture Trustee shall have received a Responsible Officer's Certificate of the Lessee as to the matters set forth in clause (i) above, (B) the Lessee shall not have exercised the Remarketing Option, and (C) the Participants shall have agreed to extend the Maturity Date contemporaneously therewith pursuant to Section 3.6 of the Participation Agreement such that the Renewal Option Term will expire. expire on the same date as the extended Maturity Date. (b) The renewal of this Lease shall be binding on the same terms and conditions as are set forth in this Lease for the original Term, with such modifications thereto, if any, as the parties hereto and to the other Operative Documents may negotiate based upon the Parties current credit information regarding the Lessee, interest rates and their respective successors and assigns upon such other factors as the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorLessor may consider relevant.

Renewal. So long as (a) Subject to the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditions set forth herein, the Lessee shall have the option to renew this Lease for an additional term of five (5the "Renewal Option") years by written request (hereinafter referred to as the “"Renewal Term”Request") subject to the terms set out below. The Rent for Lessor and the Demised Premises during Agent (which request the Renewal Term Agent shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred promptly forward to as the “Renewal Option”each Participant) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) and each Participant given not fewer later than ninety (90) 180 days prior to the end of Expiration Date then in effect, to renew the TermTerm for two additional two-year periods commencing on the date following the Expiration Date then in effect. Within No later than the date (the "Renewal Response Date") which is thirty (30) days after such request has been delivered to each of the Lessor’s receipt of Lessor and the Lessee’s Renewal NoticeAgent, the Lessor shall supply to will notify the Lessee in writing the Rent for the Demised Premises during the (with a copy to Agent) whether or not it consents to such Renewal Term. Within thirty Request (30) days of the Lessee’s which consent may be granted or denied in its sole discretion and may be conditioned on receipt of the Lessor’s notification such financial information or other documentation as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed may reasonably be specified by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing including without limitation a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement satisfactory appraisal of the Parties as to the terms Property), provided that shall govern during the Renewal Term or (b) the Lessee shall notify if the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails fail to notify the Lessor within said thirty (30) day period that it either accepts Lessee on or rejects the proposed Rent for the Premises during prior to the Renewal TermResponse Date, then the Lessee it shall be deemed to have rejected denied such Renewal Request. If the Rent proposed Lessor shall have consented to the Renewal Request, the Renewal Term contemplated by such request shall become effective as of the Expiration Date then in effect after the Lessor has consented to such Renewal Request (each an "Extension Effective Date"); provided that such renewal shall be subject to and conditioned upon the following: (A) on both the Extension Effective Date and the date of the Renewal Request, (i) no Lease Default or Lease Event of Default shall have occurred and be continuing, and (ii) the Lessor and the Renewal Option will expire. The renewal of this Lease Agent shall be binding upon the Parties and their respective successors and assigns upon the full completion have received a Responsible Officer's Certificate of the Lessee as to the matters set forth in CLAUSE (i) execution above, (B) the Lessee shall not have exercised the Remarketing Option, and (C) the Participants shall have agreed to extend the Maturity Date contemporaneously therewith pursuant to Section 3.6 of the Renewal Participation Agreement by all necessary Parties; (ii) approval of such that the Renewal Agreement by Term will expire on the Office of same date as the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and extended Maturity Date. (iiib) delivery of the fully executed and approved No more than two Renewal Agreement to the Lessee by the LessorTerms shall be permitted hereunder.

Renewal. So long as (a) Subject to the Lessee is not then conditions set forth herein, and unless otherwise specified in default under this the Lease beyond the expiration of Supplement applicable to any applicable cure periodLeased Assets, the Lessee shall have the option (the "Renewal Option"), to renew extend the Lease Term for any Leased Asset (the "Renewal Term") with each such Renewal Term to commence on the first day following the Expiration Date for such Leased Asset then in effect. The Renewal Option with respect to each Leased Asset shall be subject to the satisfaction of each of the following conditions: (i) the Lessor and each Lender shall have consented to the renewal of the Lease in respect of such Leased Asset after receipt of Lessee's request therefor delivered to the Lessor and the Agent not later than one hundred twenty (120) days prior to the Expiration Date for such Leased Asset, such consent to be given or withheld in their sole and absolute discretion, (ii) (A) no Event of Default under this Lease shall have occurred and be continuing, and (B) by exercise of such Renewal Option, the Lessee shall be deemed to represent to the Lessor as to the matters set forth in clause (A) of this condition (ii); and (iii) the Lessee shall not have exercised the Termination Option or the Purchase Option for such Leased Asset under this Lease. (b) Each extension of this Lease for an additional term of five (5) years (hereinafter referred to as the “a Renewal Term”) Term shall be subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, together with such amendments and modifications, if any, required to reflect the mutually acceptable terms agreed to by the Lessee, the Lessor and each Lender in respect of its exercise such Renewal Term. (c) In the event that the Lessor and each Lender have not agreed to extend this Lease in respect of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than a Leased Asset at least ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of Expiration Date for such Leased Asset, the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent 's request for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee extension shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expirebeen rejected. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.ARTICLE XXIV

Renewal. So long as the (a) Provided Lessee is not then in default under this Lease beyond the expiration of any applicable cure perioddefault, the Lessee shall have the option subordinate option, upon the terms and conditions set forth herein, to renew this extend the Lease Term for an one (1) additional term of five (5) years year period (hereinafter herein referred to as the “"Renewal Term”") subject Lessee may exercise the renewal option only upon binding written notice delivered to Lessor not later than nine (9) months prior to the terms set out belowexpiration of the Initial Term. In the event Lessee does not timely exercise its option for the Renewal Term, Lessee's rights under this Section 43 shall lapse. Lessee's notice to renew shall, at Lessor's option, be deemed ineffective if Lessee is in default on the date the notice is given or is in default on the date the Renewal Term is to commence. The Renewal Term, if properly exercised, shall extend the Lease Term accordingly, and shall be on all of the same terms and conditions as the Initial Term, except that the Monthly Base Rent for shall be as determined pursuant to sub-paragraph (b), and there shall be no further Renewal Terms after the Demised Premises first (1st) Renewal Term. (b) The Monthly Base Rent payable by Lessee during the Renewal Term shall be negotiated by one hundred percent (100%) of the Parties at prevailing market rental rate for comparable first-class office space in first-class buildings in the time that Tysons Corner area, but in no event less than the Tenant exercises its renewal option considering all relevant factorsthen-escalated Monthly Base Rent in effect immediately prior to the commencement of the Renewal Term. The Lessee Monthly Base Rent payable during the Renewal Term shall exercise its renewal option (hereinafter referred to as be increased annually, on each anniversary date of the “commencement of the Renewal Option”) by notifying the Lessor in writingTerm, in accordance with Section 16 SD. Promptly following delivery of this Lease, Lessee's notice of its the exercise of the Renewal Option (hereinafter referred renewal option, Lessor and Lessee shall meet and negotiate in good faith toward agreement on the prevailing market rental rate for Demised Premises. In the event that Lessor and Lessee are unable to agree in good faith on the then-prevailing market rental rate as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within above described within thirty (30) days after the Lessee gives a valid notice of the Lessor’s receipt exercise of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent its option for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor Lessee's option for the Renewal Term in which case and any purported exercise thereof shall be null and void and this Section 43 shall be of no further force or effect. (c) Notwithstanding the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 foregoing provisions of this LeaseSection 43, within the thirty (30) day period Lessee hereby acknowledges that it rejects the Rent set out by the Lessor Lessee's option to extend this Lease for the Renewal Term is expressly subordinate and subject to all expansion options for space on the third (3rd) floor of the Building which are in which case existence as of the Lessee Commencement Date. In the event any tenant shall be deemed without further exercise its expansion option with respect to space including the Demised Premises, this Section 43, and any notice and without further agreement between the Parties to have elected not purporting to exercise its the option to extend this Lease for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected null and void and of no force or effect. This Lease, together with Exhibits A, B, B-l, X, D and E attached hereto and made a part hereof, contains and embodies the Rent proposed by entire agreement of the Lessor parties hereto, and no representations, inducements, or agreements, oral or otherwise between the Renewal Option will expire. The renewal of this parties not contained and embodied in said Lease and Exhibits, shall be binding upon the Parties of any force or effect, and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement that same may not be modified, changed or terminated in whole or in part in any manner other than by an agreement in writing duly signed by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorparties hereto.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5a) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer Not later than ninety (90) days twelve months prior to the end of the Term. Within thirty (30) days of Lease Term or the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the first Renewal Term, if any, as applicable, Brazos shall give notice to Vari-Lite as to whether it desires to renew this Ground Lease with respect to the Lessee Property and the terms and conditions (including the rental amounts) of any such renewal. Not later than nine months prior to the end of the Lease Term or Renewal Term, as applicable, Vari-Lite shall respond give notice to Brazos as follows: to whether it will renew or not renew the lease for the Property. Failure of Vari-Lite to give such notice with respect to the Property shall be deemed an election not to renew the lease for the Property. So long as (i) Vari-Lite elects to renew this Ground Lease, (ii) no Event of Default or Potential Default has occurred and is continuing, and (iii) Brazos shall have received a commitment for financing for the Property through the last day of the Renewal Term (as defined below) from the lender(s) under a then-existing Credit Agreement or from a third party (which commitment will be in the sole discretion of such lender(s) or third party), the lease shall be renewed for a term (the "RENEWAL TERM") equal to five years commencing on the first day following the last day of the Lease Term or Renewal Term, as applicable, thereof; provided, however, the Lease Term or Renewal Term, as applicable, shall not be renewed if on the first day of the new Renewal Term (a) the Lessee shall notify lender(s) under the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred Credit Agreement fails to as the “Renewal Agreement”) memorializing the agreement of the Parties as fund under its commitment pursuant to the terms that shall govern during the Renewal Term of such commitment or (b) the Lessee shall notify the Lessor in writinga third party fails to fund under its commitment for any reason, or (c) if any terms of this Ground Lease must be modified in accordance with Section 16 of this Leasethe commitment for financing, within Vari-Lite does not agree to such modifications. (b) In the thirty (30) day period that it rejects event the Rent set out by the Lessor lease for the Renewal Term in which case Property is not being renewed, Vari-Lite shall, at its option, not later than eight months prior to the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise end of the Renewal Option for that Renewal Lease Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed as applicable, give notice to have rejected the Rent proposed by the Lessor and the Renewal Option Brazos either that it will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution purchase the Property for cash at its Acquisition Cost during the period from one (1) month before the end of the Lease Term or Renewal Agreement by all necessary Parties; Term, as applicable, to five (5) Business Days before the end of the Lease Term or Renewal Term, as applicable, or (ii) approval arrange, at Vari-Lite's own cost and expense, for the Property to be sold for cash pursuant to SECTION 11.4 and with the consequences therein provided during the period from six (6) months before the end of the Lease Term or Renewal Agreement by Term, as applicable, to one (1) month before the Office end of the Attorney GeneralLease Term or Renewal Term, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement applicable. Any notice given by Vari-Lite pursuant to the Lessee by preceding sentence shall be irrevocable, except that Vari-Lite may revoke the Lessorelection to sell the Property to a third party if Vari-Lite purchases the Property.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of (i) If any applicable cure period, the Lessee shall have the option Party wishes to renew this Lease for an additional term Agreement so that it shall continue after the end of five (5) years (hereinafter referred to as the “Renewal Term”) subject to Initial Term through the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise end of the Renewal Option Period commencing on December 1, 2006, Calpine or any Calpine Transaction Party, on the one hand, or Bear Xxxxxxx or CalBear, on the other hand, shall deliver a notice setting forth the intention of such Party and its Affiliates that are Parties to renew this Agreement (hereinafter referred to as the “Renewal Notice”) not fewer than ninety through the Renewal Period ending February 28, 2007, which Renewal Notice shall be delivered on or before August 31, 2006. (90ii) days prior to If this Agreement has been renewed so that it continues after the end of the Initial Term. Within thirty (30) days , and if any Party wishes to renew this Agreement so that it shall continue after the end of the Lessor’s receipt latest Renewal Period for which this Agreement has previously been renewed (the “Latest Renewal Period”), then Calpine or any Calpine Transaction Party, on the one hand, or Bear Xxxxxxx or CalBear, on the other hand, shall deliver a Renewal Notice setting forth the intention of such Party and its Affiliates that are Parties to renew this Agreement through the end of the Lessee’s Renewal Period immediately following the Latest Renewal Period, which notice shall be given on or before the day immediately preceding the first day of the Latest Renewal Period. (iii) A Renewal Notice may set forth the intention of Calpine or any Calpine Transaction Party, on the one hand, or Bear Xxxxxxx or CalBear, on the other hand, to renew this Agreement for any number of Renewal Periods following the end of the Initial Term or the end of the Latest Renewal Period, as applicable (and, in such case, such Renewal Notice shall serve as the Renewal Notice for each such Renewal Period, unless such Renewal Notice is withdrawn with respect to any Renewal Period (and all subsequent Renewal Periods contained in such Renewal Notice, the Lessor shall supply if any) on or prior to the Lessee date such Renewal Notice would otherwise be due for such Renewal Period, except as set forth in writing Section 16.3(a) below), as determined by the Rent for Party delivering such notice in its sole discretion. A form of Renewal Notice is attached hereto as Exhibit F. Each Renewal Notice shall be delivered in any manner provided in Section 18.2. 61 (b) If both Calpine or any Calpine Transaction Party, on the Demised Premises during one hand, and Bear Xxxxxxx or CalBear, on the other hand, deliver a Renewal Notice with respect to an Applicable Renewal Period as specified in Section 16.2(a), this Agreement shall continue in full force and effect at least until the end of such Applicable Renewal Period, unless otherwise terminated pursuant to the terms hereof. (c) If none of Calpine, any Calpine Transaction Party, Bear Xxxxxxx or CalBear delivers a Renewal Notice with respect to an Applicable Renewal Period as specified in Section 16.2(a), the Liquidation Date shall occur at the end of the Initial Term or the end of the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification Period immediately preceding such Applicable Renewal Period, as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writingapplicable, in accordance with Section 16 16.6(b)(i). (d) If either Calpine or any Calpine Transaction Party, on the one hand, or Bear Xxxxxxx or CalBear, on the other hand, delivers a Renewal Notice with respect to an Applicable Renewal Period as specified in Section 16.2(a) (such Party, together with its Affiliates, the “Renewing Parties”) but neither of this LeaseBear Xxxxxxx nor CalBear, within on the said thirty one hand, or none of Calpine or the Calpine Transaction Parties, on the other hand, respectively, delivers a Renewal Notice with respect to such Applicable Renewal Period (30) day period that it accepts such Parties, together with their Affiliates, the Rent proposed by “Non-Renewing Parties”), the Lessor for Liquidation Date shall occur at the end of the Initial Term or the end of the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to Period immediately preceding such Applicable Renewal Period, as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writingapplicable, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor16.6(b)(ii).

Renewal. So long as Tenant shall have two (2) consecutive options to renew the Lessee is not then in default Lease Term for additional periods of three (3) years (each a "Renewal Term" which shall be deemed part of the Lease Term), under the same terms and conditions of this Lease beyond subject to the following: 2.10.1 Tenant shall exercise the option by providing written notice to Landlord of its election to exercise such option no later than two hundred ten days (210) days prior to the expiration of any applicable cure periodthe then effective Lease Term, provided, however, that Tenant's option to renew shall be subject to the Lessee condition that no material default shall have occurred and be continuing after applicable notice and cure periods have expired as of the date of Tenant's exercise of such option or as of the date of commencement of the applicable Renewal Term; and provided further, that if Tenant's estate hereunder shall terminate prior to the commencement of the Renewal Term, Tenant's option to renew shall expire upon such termination. Tenant shall have no other right to renew this Lease for an additional term of five (5) years (hereinafter referred to as after the “second Renewal Term”. Except as otherwise expressly provided in this Lease, all terms, covenants, and conditions of this Lease shall remain in full force and effect during the Renewal Term, except that (1) subject the Base Rent applicable to the terms set out below. The Rent for the Demised Premises during first year of the Renewal Term shall be negotiated by the Parties at then-prevailing market rate of rent in the time that Columbia, Maryland office market (the "Market Rate") and (2) the Base Rent applicable to the succeeding years of the Renewal Term shall include a market escalation if leases then being entered into for similar office space in comparable buildings include escalation, and (3) Tenant shall receive the economic benefit(s) of such allowances, concessions and incentives as are then being included in then-prevailing Market Rate leases. If Tenant exercises its renewal option considering all relevant factors. The Lessee hereunder, then within 15 days after Tenant's request, Landlord shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor notify Tenant in writing, in accordance with Section 16 of this Lease, of its exercise writing of the rate of Basic Rent to apply during the Renewal Option (hereinafter referred to Term, as the “Renewal Notice”) not fewer than ninety (90) days prior to the end determined by brokers or other professionals selected by Landlord. If Tenant notifies Landlord that Tenant disagrees with Landlord's determination of the Term. Within Market Rate within 15 days after receipt of Landlord's notification and if Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant's notice to Landlord of Tenant's disagreement (the "Outside Agreement Date"), then each party shall place in a separate sealed envelope its final proposal as to Market Rate and such determination shall be submitted to arbitration in accordance with paragraph (a) through (e) below. Failure of Tenant to so accept or reject in writing such rental within 15 days after receipt of Landlord's determination of the Lessor’s new Basic Rent shall conclusively be deemed Tenant's rejection of the Basic Rent determined by Landlord. (a) Landlord and Tenant shall meet with each other within five (5) Business Days after the Outside Agreement Date and exchange the sealed envelopes and then open such envelopes in each other's presence. If Landlord and Tenant do not mutually agree upon the Market Rate within ten (10) Business Days after the exchange and opening of envelopes, then, within ten (10) Business Days after the exchange and opening of envelopes Landlord and Tenant shall agree upon and jointly appoint a single arbitrator who shall by profession be a real estate appraiser, lawyer or broker who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of comparable commercial properties in the vicinity of the Building. Neither Landlord nor Tenant shall consult with such broker or lawyer as to his or her opinion as to Market Rate prior to the appointment. The determination of the arbitrator shall be limited solely to the issue of whether Landlord's or Tenant's submitted Market Rate for the Premises is the closer to the actual Market Rate for the Premises as determined by the arbitrator, taking into account the requirements of this Section 2.10. Such arbitrator may hold such hearings and require such briefs as the arbitrator, in his or her sole discretion, determines is necessary. In addition, Landlord or Tenant may submit to the arbitrator with a copy to the other party within five (5) Business Days after the appointment of the arbitrator any market data and additional information that such party deems relevant to the determination of Market Rate ("MR Data") and the other party may submit a reply in writing within five (5) Business Days after receipt of the Lessee’s Renewal Noticesuch MR Data. (b) The arbitrator shall, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within within thirty (30) days after his or her appointment, reach a decision as to whether the parties shall use Landlord's or Tenant's submitted Market Rate, and shall notify Landlord and Tenant of such determination. (c) The decision and award of the Lessee’s receipt arbitrator shall be final, conclusive, and binding on the parties, absent settlement by agreement of the Lessor’s notification as parties prior to the rendering by the arbitrator of any such decision and award. If the Market Rate is not finally determined prior to the commencement of the extension term in question, Tenant shall pay Base Rent for based upon the Premises during higher of Tenant's proposed Base Rent or the Base Rent payable under this Lease immediately prior to the expiration of the initial term of this Lease until the final determination of the Market Rate as provided above. If the final determination of such Market Rate is different from the amount paid by Tenant, Landlord shall credit toward future Rent payments any overpayment of Base Rent from the commencement of the Renewal TermTerm in question until such final determination. (d) If Landlord and Tenant fail to agree upon and appoint an arbitrator, then the Lessee appointment of the arbitrator shall respond as follows: be made by any judge having jurisdiction over the parties. Either Landlord or Tenant may petition such judge for such appointment. (ae) The cost of arbitration shall be paid by Landlord and Tenant equally. Immediately after the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Basic Rent proposed by the Lessor for the Renewal Term is determined pursuant to this Section, Landlord and Tenant shall execute an amendment to the Lease stating the new Basic Rent in which case effect. 2.10.2 If Tenant fails to give notice exercising the Parties shall commence foregoing option by the process of executing a renewal agreement (hereinafter referred to as date required herein, or if at the “Renewal Agreement”) memorializing the agreement time Tenant exercises such option or at commencement of the Parties as to the terms that shall govern during the applicable Renewal Term an Event of Default under this Lease has occurred which is not cured, or if this Lease is assigned by Tenant to an assignee that is not a Related Entity or fifty percent (b50%) or more of the Lessee shall notify Premises in the Lessor in writingaggregate is sublet for all or substantially all of the remaining Term to one or more sublessees that are not Related Entities, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee then Tenant's rights and options to renew shall be deemed without automatically terminated and of no further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts force or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessoreffect.

Renewal. So long as the Lessee Provided Tenant is not then in default under this Lease beyond default, at the expiration of any applicable cure periodthe Initial Term and at the expiration of the first Renewal Term (if exercised), the Lessee Tenant shall have the option at each such expiration to renew this Lease for an additional term of five (5) years year period (hereinafter referred to the "RENEWAL TERM(S)"). Each of the two Renewal Terms shall automatically commence as of the “end of the Initial Term or the first Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the , as applicable, unless Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option gives Landlord written notice of termination not less than sixty (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (9060) days prior to the end expiration of the Term. Within thirty (30) days of Initial Term or the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the first Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writingapplicable. Nothing herein contained is intended to or does change, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement modify or affect any of the Parties as terms or provisions of the Lease or the rights, duties, obligations, easements and covenants running with the land created thereby, all of which remain in full force and effect. This Memorandum is binding on and shall inure to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise benefit of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties parties and their respective heirs, executors, personal representatives, successors and assigns upon and shall be appurtenant to and shall run with the full completion land. WITNESS the hands of the (i) execution undersigned as of the Renewal Agreement date and year first written above. [LOCAL ATTESTATION, SEALING, WITNESSING AND ACKNOWLEDGMENT MUST BE PROVIDED] LANDLORD: MAR MAR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (SEAL) By: MAR MAR REALTY TRUST, its General Partner By: --------------------------------- Its: --------------------------------- TENANT: By: --------------------------------- Its: --------------------------------- EXHIBIT A TO MEMORANDUM OF LEASE LEGAL DESCRIPTION OF PREMISES EXHIBIT C TO LEASE AGREEMENT INVENTORY OF PERSONALTY EXHIBIT D TO LEASE AGREEMENT TENANT ESTOPPEL CERTIFICATE THIS TENANT ESTOPPEL CERTIFICATE ("CERTIFICATE") is given this _______ day of ______________,199__ by all necessary Parties; ___________________(ii"TENANT") approval in favor of the Renewal Agreement by the Office ____________________, a _____________________ with principal office and place of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and business at ________________________________ (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor"BENEFICIARY").

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5a) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer Not later than ninety (90) days twelve months prior to the end of the Term. Within thirty (30) days of Lease Term or the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the first Renewal Term, if any, as applicable, Brazos shall give notice to Diamond Shamrock R & M as to whether it desires to renew the Lessee lease with respect to each Facility and the terms and conditions (including the rental amounts) of any such renewal. Not later than nine months prior to the end of the Lease Term or Renewal Term, as applicable, Diamond Shamrock R & M shall respond give notice to Brazos as follows: to whether it will renew or not renew the lease for each Facility for which Brazos has offered to renew the lease. Failure of Diamond Shamrock R & M to give such notice with respect to any Facility shall be deemed an election not to renew the lease for such Facility. So long as (i) no Event of Default or Event of Facility Termination has occurred and is continuing, with respect to each Facility for which the parties agree to renew the lease and (ii) Brazos shall have received a commitment for financing for each such Facility through the last day of the Renewal Term (as defined below) from the lender(s) under a then-existing Credit Agreement or from a third party, the lease shall be renewed for a term (the "Renewal Term") equal to five years commencing on the first day of the calendar month following the last day of the Lease Term or Renewal Term, as applicable, thereof; provided, however, the Lease Term or Renewal Term, as applicable, -40- 48 shall not be renewed if on the first day of the new Renewal Term (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30lender(s) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing under a renewal agreement (hereinafter referred then-existing Credit Agreement fails to as the “Renewal Agreement”) memorializing the agreement of the Parties as fund under its commitment pursuant to the terms that shall govern during the Renewal Term of such commitment or (b) a third party fails to fund under its commitment for any reason. (b) With respect to each Facility for which the Lessee shall notify lease is not being renewed, Diamond Shamrock R & M shall, at its option, either (i) purchase such Facility for cash at its Acquisition Cost during the Lessor in writing, in accordance with Section 16 of this Lease, within period from one (1) month before the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise end of the Renewal Option for that Renewal Lease Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then as applicable, to five (5) Business Days before the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion end of the (i) execution of the Lease Term or Renewal Agreement by all necessary Parties; Term, as applicable or (ii) approval arrange, at its own cost and expense, for such Facility to be sold for cash pursuant to Section 11.04 and with the consequences therein provided during the period from six (6) months before the end of the Lease Term or Renewal Agreement by Term, as applicable, to one (1) month before the Office end of the Attorney GeneralLease Term or Renewal Term, as applicable. With respect to formeach Facility for which the lease is not being renewed, and not later than eight months prior to the Office end of the State ComptrollerLease Term or Renewal Term, as necessary; applicable, Diamond Shamrock R & M shall give notice to Brazos of which Facilities it elects to purchase and (iii) delivery of the fully executed and approved Renewal Agreement which Facilities will be sold to third parties. Any notice given by Diamond Shamrock R & M pursuant to the Lessee by preceding sentence shall be irrevocable, except that Diamond Shamrock R & M may revoke the Lessorelection to have a Facility sold to a third party if Diamond Shamrock R & M purchases such Facility.

Renewal. So long as there exists no default either at the Lessee is time of exercise or on the first day of the Extension Term (as hereinafter defined) and Tenant has not then in default under assigned this Lease beyond in whole or in part nor sublet the expiration of any applicable cure periodPremises in whole or in part, the Lessee Tenant shall have the option to renew this Lease extend the Initial Term for an one (1) additional term of five three (53) years year period (hereinafter referred to as the “Renewal Extension Term”) subject upon written notice to Landlord given not less than six (6) months and not more than twelve (12) months prior to the terms expiration of the Initial Term. If Tenant fails to exercise its option to extend the Term strictly within the time period set out belowforth in this section, then Tenant’s option to extend the Term shall automatically lapse and be of no further force or effect. The Rent for In the Demised Premises during event that Tenant exercises the Renewal option granted hereunder, the Extension Term shall be negotiated by upon the Parties at same terms and conditions as are in effect under this Lease immediately preceding the time commencement of such Extension Term except that the Base Rent due from the Tenant exercises its renewal shall be increased to Landlord’s determination of fair market value for Base Rent as provided herein and Tenant shall have no further right or option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of extend the Term. Within If Tenant timely exercises its option to extend the Term, then no later than thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Base Rent for the Demised Premises during Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Landlord’s determination of the Renewal Base Rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Notice, then Tenant shall be deemed to have accepted the Base Rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s determination of Base Rent for the Extension Term. Within , the parties shall use commercially reasonable efforts to agree upon the Base Rent for the Extension Term, provided, however, if the parties cannot agree upon the Base Rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the LesseeTerm shall not be extended and Tenant’s receipt rights under this section shall terminate and be of no further force or effect. For the Lessor’s notification as to the purposes of this section, Base Rent for the Premises during the Renewal Term, the Lessee Extension Term shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement reflect Landlord’s reasonable determination of the Parties as fair market value that would be agreed upon between a landlord and a tenant entering into a new lease on or about the date on which the Extension Term is to begin for a comparable term and for space comparable to the terms that Premises in the Building and buildings comparable to the Building in the market area. Such determination of fair market value shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement take into account any material economic differences between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal terms of this Lease shall be binding upon the Parties and their respective successors any comparison lease, such as rent abatements, construction costs and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, other concessions and the Office manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. The determination of fair market value shall also take into consideration any reasonably anticipated changes in rental conditions from the State Comptroller, as necessary; time such fair market value is being determined and (iii) delivery of the fully executed and approved Renewal Agreement to date upon which the Lessee by the LessorExtension Term will begin.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee Licensee shall have the option no right to renew this Lease for an additional Agreement upon expiration of the Term. However, upon expiration of the Term, if Licensee has not previously entered into, renewed, or extended any agreements that permit Licensee to use the Marks and HomeStore Concept beyond the first term of five Licensee and Licensor’s original agreement licensing the Marks and HomeStore Concept, then Licensee will have the right to enter into Licensor’s then-current form of a non-exclusive, limited sublicense or other agreement authorizing the use of the Marks and the HomeStore Concept at the Authorized Location for a term of sixty (560) years months (hereinafter referred to as the “Renewal TermNew Agreement”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing), in accordance with Section 16 of this Lease, of its exercise commencing immediately following expiration of the Renewal Option (hereinafter referred Term, provided Licensee has fulfilled, to as Licensor’s satisfaction, each of the “Renewal Notice”) not fewer than ninety (90) days prior to following conditions precedent before the end of the Term. Within : A. Licensee gives Licensor written notice of Licensee’s intent to enter into the New Agreement at least twelve (12) months but no more than fifteen (15) months before the end of the Term; B. Licensee signs the following documents within thirty (30) days after their delivery to Licensee: (i) the New Agreement and (ii) all other agreements, legal instruments and documents then used by Licensor to grant the sublicense referred to herein. The New Agreement, other agreements, legal instruments and documents referred to herein, may vary materially from this Agreement and other agreements, legal instruments and documents currently in use by Licensor. The relationship between Licensor and Licensee during the term of New Agreement will be controlled by the terms and conditions of the Lessor’s receipt New Agreement, except that any renewal provisions in the New Agreement and in any other agreements, legal instruments and documents will not apply, and Licensee shall have no right to renew or extend its sublicense following the expiration or termination of the Lessee’s Renewal NoticeNew Agreement; C. Principal Owner executes the then-current form of personal guaranty used by Licensor, Owner and the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within Affiliates of Licensor and Owner within thirty (30) days after delivery to Licensee’s owners; D. During the Term, Licensee has complied with all of the Lessee’s receipt terms and conditions of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of this Agreement, including but not limited to, the Renewal Agreement by obligation to pay when due all necessary Parties; monetary obligations to Licensor, Owner, Ashley Distribution Services, Ltd., or any third parties with whom Licensee has done business, (ii) approval of the Renewal Agreement by the Office of the Attorney GeneralHomeStore Manual, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery any agreements, legal instruments or documents between Licensee and Licensor, Owner or any of Licensor’s or Owner’s respective affiliates or subsidiaries, and (iv) any agreements, legal instruments or documents between Licensee and Owner or between Licensee and any of Licensor’s or Owner’s affiliates or subsidiaries; E. Licensee provides written proof to Licensor that Licensee has the legal right to use and operate a Retail Store at the premises of the fully executed Authorized Location during the term of the New Agreement; F. Prior to termination of the initial Term, Licensee makes, at its expense, capital expenditures as may be necessary to remodel, modernize, redecorate, equip and approved Renewal Agreement refurnish the Licensed Business so that the interior and exterior décor, visual image, equipment, computer hardware and software, fixtures, furnishings, and signage, as well as the design, appearance, size, and layout of the Licensed Business meet Licensor’s approval; G. Licensee is in compliance with the then-current training requirements of Licensor; and H. Licensee, Personal Guarantor(s) and all persons or entities having any ownership in Licensee have signed a document, in the form and content prescribed by Licensor, releasing Licensor, Owner, Ashley Distribution Services, Ltd., and their subsidiaries and affiliates (herein collectively called the “Released Parties”), as well as the Released Parties’ officers, directors and employees, from any and all claims, causes of action, demands, damages and liabilities of any kind, nature or description whatsoever that Licensee or Personal Guarantor(s) may have as of the date said release is signed, against the Released Parties or any of the Released Parties’ officers, directors or employees. Licensor’s determination of whether Licensee has complied with the conditions precedent contained in this Section 31 will be conclusive and binding on the parties to the Lessee by the Lessorthis Agreement.

Renewal. So long (a) Provided and on condition that (i) Sublandlord has exercised its option to extend the Overlease for the first Extended Term thereof and for Premises that xxxxxxxx all of the Subleased Premises, which it may elect to exercise at its sole and absolute discretion, (ii) such option exercise shall not be abrogated and rendered null and void pursuant to the provisions of the Overlease and (iii) Overlandlord shall not have exercised its right xx xxxxxxate the Overlease as to any portion of the Lessee is not then in default under this Lease beyond Subleased Premises pursuant to thx xxxxxxxons of the expiration of any applicable cure periodOverlease, the Lessee Subtenant shall have the option to renew ("Renewal Option") xxx Xxrm of this Lease Sublease for an additional term the period of five (5) years (hereinafter referred to as the “"Renewal Term”") subject to commencing on the day following the Sublease Expiration Date (the " Renewal Commencement Date"), and expiring on the day preceding the fifth (5th) anniversary of the Renewal Commencement Date, upon the same terms set out below. The as provided in this Sublease, except that (x) Sublease Fixed Rent for the Demised Premises during the Renewal Term shall be negotiated 100% of the fair market rent for the Renewal Premises during the First Extended Term of the Overlease as determined in accordance with the terms of the Overleasx, xxxxxxlied by a fraction, the Parties at numerator of which is the time that RXX xx xxx Subleased Premises and the Tenant exercises denominator of which is the RSF of the Renewal Premises for the First Extended Term of the Overlease in accordance with such first option and (y) Section 5(a) xxxxxxx (e) hereof shall not apply. (b) If the Renewal Premises under the Overlease consists of less than the entire Premises, (x) Subtenant's Xxxxxxxxonate Share shall be proportionately increased to reflect the reduction in the RSF of the Premises and (y) Subtenant shall be required to relinquish its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as leasing of a portion of the “Renewal Option”) by notifying the Lessor in writing, Mezzanine Space in accordance with Section 16 2.09(n) of the Overlease and to relinquish its use of a portion of the roof in accoxxxxxx xxth Section 6.03(i) of the Overlease. (c) If Subtenant so elects to renew thx Xxxx xxreof for a Renewal Term, Subtenant shall give written notice to Sublandlord of its desire to exercise its Renewal Option on the terms set forth in this Section 17, no later than twenty-five (25) months prior to the Renewal Commencement Date ("Renewal Notice"). Notwithstanding the foregoing, Subtenant's Renewal Option and Renewal Notice shall be null and void and of no force and effect if (i) at the time of giving such notice or on the last day of the then Term of this LeaseSublease, Subtenant is in monetary default under this Sublease or non-monetary default under this Sublease beyond any applicable notice and/or cure periods, or (ii) Subtenant fails to timely give such Renewal Notice as herein provided, time being of the essence, or (iii) at the time of giving such notice or at the last day of the then applicable Term, Instinet Group Incorporated or an assignee thereof permitted by Section 8.02 of the Overlease (as incorporated herein) (x) is not the Subtenant hereundex, (x) xxall not Occupy at least 75% of the Subleased Office Space then demised pursuant to this Sublease, or (z) does not have a net worth as evidenced by financial statements delivered to Sublandlord together with the giving of such notice and also on or about sixty (60) days prior to the last day of the then applicable Term and audited by an independent certified public accountant in accordance with generally accepted accounting practices consistently applied ("Net Worth") of the lesser of (i) $350,000,000 and (ii) the Net Worth of Subtenant as of the date of this Sublease or (iv) no later than 12 months prior to the Renewal Commencement Date, Sublandlord notifies Subtenant that Sublandlord requires the use of at least one (1) floor of the Subleased Premises for Sublandlord's or its Affiliates own business and operations and not for subletting to third parties, or (v) at Subtenant's option, exercised by written notice to Sublandlord ("Subtenant's Cancellation Notice"), in the event that Sublandlord shall not have notified Subtenant by twelve (12) months prior to the Renewal Commencement Date that Sublandlord has exercised its option to extend the Overlease for the Extended Term thereof and for Premises that includxx xxx Xxbleased Premises by giving Subtenant a copy of Sublandlord's extension notice delivered to Overlandlord. (d) If the Sublease Fixed Rent for the Renewal Term shall not have been determined at the time of the Renewal Commencement Date, then pending such determination Subtenant shall thereafter pay Sublease Fixed Rent at the rate of the annual Sublease Fixed Rent for the Subleased Premises at the average rate in effect (without abatement or offset) during the 12 month period immediately preceding the Renewal Commencement Date, without prejudice to Sublandlord or Subtenant. Within twenty (20) days after notice of the determination of the Sublease Fixed Rent for such Renewal Term in accordance with Sections 17(a) and (b) above, Subtenant and Sublandlord shall adjust any prior overpayment or underpayment of such Sublease Fixed Rent since the Renewal Commencement Date, such that if such payments made by Subtenant were (i) less than such Sublease Fixed Rent as finally determined, Subtenant shall pay to Sublandlord the amount of such deficiency within 30 days after such determination, or (ii) greater than such Sublease Fixed Rent as finally determined, Sublandlord shall credit the amount of such excess against the next installments of Sublease Fixed Rent and/or Sublease Additional Rent payable by Subtenant under this Sublease. (e) The parties shall execute, acknowledge, and deliver an amendment of this Sublease confirming the terms and provisions hereof applicable to the Renewal Term. The failure of the parties or either of them to execute, acknowledge, and deliver such instrument shall not affect the effectiveness of the exercise of the Renewal Option or the other provisions of this Article 17. (hereinafter referred to as f) In the “event that Subtenant duly exercises its Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, Option in accordance with the terms hereof and Sublandlord duly exercises its option to extend the Overlease for the applicable Extended Term thereof and for the Sublexxxx Xxxxises and Subtenant's Renewal Option and Renewal Notice shall not be null and void and of no force and effect as provided in this Article 17, the word "Sublease Term" as defined in Section 16 of this Lease, within 1.1 hereof shall mean the said thirty (30) day period that it accepts the Rent proposed by the Lessor term as extended for the Renewal Term in which case and the Parties term "Sublease Expiration Date" shall commence mean the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement last day of the Parties Sublease Term as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorso extended.

Renewal. So long as the Lessee is not then in default under this Lease beyond Beginning no later than six months prior to the expiration of any applicable cure periodthis Agreement, the Lessee parties shall have commence good faith negotiations, to be completed by the option to renew expiration of this Lease Agreement, for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to Employee's continued employment by the Company. If Employee and Company cannot agree on the terms set out below. The Rent of Employee's continued employment by the expiration of this Agreement, and Employee ceases to be employed by Company, Employee shall be entitled to be paid as severance compensation and as additional consideration for the Demised Premises during non-compete provisions set forth in Section 7 (the Renewal Term shall be negotiated by sufficiency of which is hereby acknowledged), one year of Base Salary based on the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor last full year of employment payable in writing, equal installments in accordance with Section 16 the Company's regular payroll practice over the year following termination of employment. In such event, the Employee shall also be entitled to receive an amount equal to one year of the Estimated Incentive Bonus, which amount shall be payable in a lump sum as soon as practicable after the termination of employment. If Employee's employment by Company is not continued after expiration of this LeaseAgreement as a result of Employee's decision not to accept a "bona fide offer" from Company, or Employee provides written notice of its exercise a lack of interest in extending the term of this Agreement, the Company shall not be obligated to continue to pay Employee's Base Salary as severance compensation. A "bona fide" offer from the Company shall be defined as a one year agreement with renewal option under substantially the same terms and substantially the same total compensation as provided for under the final year of this Agreement. Payments of Base Salary as severance compensation pursuant to this Section shall be reduced dollar for dollar to the extent Employee receives wages or self-employed income during the severance compensation period. For any period during which Employee's Base Salary is continued as severance compensation, Employee shall be eligible to continue to participate in Company's group-term life insurance plan and group health benefit plan as if Employee were an active, full-time employee of the Renewal Option (hereinafter referred Company. Employee's right to "COBRA" continuation coverage under Company's group health benefit plan shall commence as the “Renewal Notice”) not fewer than ninety (90) days prior to of the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises period during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification which Base Salary is continued as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorseverance compensation.

Renewal. So long (a) NAB may, offer to renew this agreement for the Further Term. (b) At least 6 months prior to the expiry of the Initial Term (or such other minimum period required by the Code) (the minimum renewal notice date), NAB will notify the Franchisee in writing whether it does or does not wish to renew this agreement for the Further Term. The offer to renew may be subject to the Franchisee satisfying certain conditions. (c) If NAB does not provide a notice under clause 3.4(b) by the minimum renewal notice date and the parties have not otherwise agreed on the renewal or extension of this agreement: (i) the agreement will continue on the same terms on a holding over basis until NAB issues a notice as to whether it wishes to renew the Lessee agreement for the Further Term; and (ii) the Initial Term will be deemed to be extended by the period which is not equal to the period between the minimum renewal notice date and the date NAB provides notice pursuant to clause 3.4(c)(i), so that the Franchisee is provided with at least 6 months’ notice (or such other minimum period required by the Code) prior to the expiry of the Initial Term. (d) Where NAB has issued a notice pursuant to clause 3.4(b) or clause 3.4(c)(i) offering to renew this agreement for the Further Term (Renewal Offer Notice), the Franchisee must: (i) notify NAB in writing as to whether it accepts the offer to renew for the Further Term within 2 months of receiving the Renewal Offer Notice; (ii) where it accepts the offer to renew: A. satisfy the conditions (if any) set out in the Renewal Offer Notice; and B. if required by NAB, execute NAB’s then current agreement for new franchises and such ancillary agreements as are then required and customarily used by NAB. (e) If on receipt of a Renewal Offer Notice from NAB the Franchisee fails to: (i) provide written notice in default accordance with clause 3.4(d)(i); (ii) satisfy any conditions set out in the Renewal Offer Notice; or (iii) (if applicable) execute and return to NAB the documents required by NAB under this Lease beyond clause 3.4(d)(ii)(B) prior to the expiration of any applicable cure periodthe Initial Term or such later date agreed by NAB, the Lessee shall have the option to renew { if □ docproperty mDocID □3459- this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties agreement will expire at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Initial Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.

Renewal. So long as (a) Subject to the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditions set forth herein, the Lessee shall have the option to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject may by written notice to the terms set out below. The Rent for Lessor and the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) Agent given not fewer later than ninety (90) days prior to the end Construction Term Expiration Date, request the renewal of this Lease for a renewal period equal to the Construction Term, but in no event in excess of twelve (12) months, commencing on the date following the Lease Termination Date. No later than the date that is forty-five (45) days after the date the request to renew has been delivered to each of the Term. Within thirty Lessor and the Agent, the Agent will notify the Lessee whether or not the Lessor's and the Lenders' consent (30) days which consent, in the case of the Lessor’s receipt Lessor and the Lenders, may be granted or denied in their sole discretion) to such renewal request (which renewal shall require the unanimous consent of the Lessee’s Renewal Notice, Lessor and the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification Lenders and may be conditioned on such conditions precedent as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall may be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed specified by the Lessor and the Renewal Option will expireLenders). The If the Agent fails to respond within such timeframe, such failure shall be a rejection of (b) Subject to the conditions set forth herein, the Lessee may, by written notice to the Lessor and the Agent given not later than twelve (12) months and not earlier than sixteen (16) months prior to the then scheduled Lease Termination Date, request the renewal of this Lease, for five (5) years in the case of the first renewal term and up to five years in the case of the second renewal term, provided that in no event shall the term of this Lease exceed fifteen (15) years from the date of this Lease, in each case commencing on the date following such Lease Termination Date. No later than the date that is forty-five (45) days after the date the request to renew has been delivered to each of the Lessor and the Agent, the Agent will notify the Lessee whether or not the Lessor and the Lenders consent (such consent, in the case of the Lessor and the Lenders, may be granted or denied in their sole discretion) to such renewal request (which renewal shall require the unanimous consent of the Lessor and the Lenders, and may be conditioned on such conditions precedent as may be specified by the Lessor and the Lenders). If the Agent fails to respond within such time frame, such failure shall be binding upon deemed to be a rejection of such request. If the Parties and their respective successors and assigns upon Agent notifies the full completion Lessee of the (i) execution Lessor's and the Lenders' consent to such renewal, such renewal shall be effective as of the Renewal Agreement by all necessary Parties; (ii) approval then scheduled Lease Termination Date. The Lessee, at its sole cost and expense, shall be permitted to replace any Lender that rejects or is deemed to have rejected such request, provided that such replacement Lender is an Eligible Assignee, -------- the replacement complies with Section 6.2 of the Renewal Master Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and replacement occurs at least twelve (iii12) delivery of the fully executed and approved Renewal Agreement months prior to the then scheduled Lease Termination Date; provided, however, that, in the event that the -------- ------- Lessee by shall have irrevocably elected to purchase the LessorLeased Property pursuant to the terms of this Lease if this Lease is not renewed as provided for herein and written notice of such election shall have been delivered to the Lessor and the Agent at least twelve (12) months prior to the then scheduled Lease Termination Date, then such replacement shall occur at lease six (6) months prior to the then scheduled Lease Termination Date.

Renewal. So long as (a) At the Lessee is not then in default under this Lease beyond end of the expiration of any applicable cure periodTerm, the Lessee Grantee shall have the option two (2) options to renew the Term of this Lease Agreement each for an additional term one (1) period of five three (53) years (hereinafter the term of the renewal period, if any, to be referred to herein as the “Renewal Term”) subject to ), at a continuation of the terms set out below. The Rent for and conditions in effect as of the Demised Premises during last day of the Renewal then existing Term fee, except the User Fee shall be negotiated equal to one hundred percent (100%) of the then applicable market rate (“Market Base Fee”), as determined by agreement between the Parties at Grantor and Grantee. (b) Grantee shall have no right to exercise either option to renew if Grantee is in Default of any of its obligations under the time that Term of this Agreement beyond any notice or cure period. Grantee shall exercise the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option provided herein by giving written notice (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer to Grantor of such exercise at least nine (9) full calendar months, but no more than ninety twelve (9012) days full calendar months, prior to the end expiration of the then existing Term. Within . (c) In the event that Grantee exercises the options to renew as provided in subsection (b) above, Grantor and Grantee shall have a period of thirty (30) days of days, commencing on the Lessor’s receipt of the Lesseedate that Grantor receives Grantee’s Renewal Notice, to agree upon the Lessor shall supply to the Lessee in writing the Rent Market Base Fee for the Demised Premises during the respective Renewal Term. Within thirty (30) days of In the Lessee’s receipt of event that the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal Grantor and Grantee cannot reach an agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects set forth above, the Rent set out Market Base Fee shall be determined by a board of three (3) licensed real estate brokers, one of whom shall be named by the Lessor for the Renewal Term in which case the Lessee Grantor, one of whom shall be deemed without further notice named by the Grantee, and without further agreement between the Parties third of whom shall be selected by the brokers chosen by Grantor and by Xxxxxxx. Each such broker shall be a real estate broker licensed in the District of Columbia, specializing in commercial leasing in the District of Columbia, with not less than ten (10) years’ experience as a licensed broker and recognized as ethical and reputable within the local real estate industry (each such broker being defined herein as a “Qualified Broker”). The parties each agree to have elected not to exercise its option for said Renewal Term and any prior exercise select their respective Qualified Broker within ten (10) days after the expiration of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said aforesaid thirty (30) day period that it either accepts or rejects period. The third Qualified Broker shall be selected within ten (10) days after the proposed Rent for the Premises during the Renewal Termfirst two Qualified Brokers have been selected. If a party fails to timely select a Qualified Broker, then the Lessee determination of the Market Base Fee for the applicable Renewal Term shall be deemed to have rejected the Rent proposed made by the Lessor and Qualified Broker selected by the Renewal Option will expireother party. The renewal Within thirty (30) days after the third Qualified Broker has been selected, all of this Lease the Qualified Brokers shall be binding meet to attempt to agree upon the Parties and their respective successors and assigns upon Market Base Fee. If the full completion Qualified Brokers are unable to reach agreement, each Qualified Broker shall within fifteen (15) days after the expiration of the preceding thirty (i30) execution of day period, submit to Grantor and Grantee in writing the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to formMarket Base Fee he or she deems appropriate, and the Office Market Base Fee shall be the amount which is the mean between the closest two of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee three Market Base Fees determined by the LessorQualified Brokers.

Renewal. So long as Sublandlord hereby grants to Subtenant the Lessee is not then conditional right, exercisable at Subtenant’s option subject to the terms hereof, to renew the term of this Sublease for two (2) renewal terms, the first of which shall be for a term of three (3) years and the second of which shall be for a term of four (4) years and eight (8) months (but in default under this Lease no event to extend beyond the expiration date of any the Prime Lease). If exercised, and if the conditions applicable cure periodthereto have been satisfied, the Lessee shall have the option to renew this Lease for an additional first renewal term of five (5) years (hereinafter referred to as the “First Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to commence immediately following the end of the initial term of this Sublease and the second renewal term (the “Second Renewal Term”) shall commence immediately following the end of the First Renewal Term. Within The right of renewal herein granted to Subtenant shall be subject to, and shall be exercised in accordance with, the following terms and conditions: (a) Subtenant’s renewal option must be exercised by written notice (“Exercise Notice“) delivered to Sublandlord no later than ten (10) months prior to the expiration of the initial term of this Sublease or the previous Renewal Term (as applicable). Provided that Subtenant has properly exercised the renewal option, the term of this Sublease shall be extended by the applicable Renewal Term (except as provided in subsection (I) below), and all terms, covenants and conditions of this Sublease (including, without limitation, Subtenant’s obligation to pay additional rent on account of Operating Expenses and Real Estate Taxes) shall remain unmodified and in full force and effect, except that, effective as of the first day of each Renewal Term, the Base Rent shall be adjusted to equal the greater of (i) 103% of the Base Rent in effect immediately prior to commencement of the Renewal Term or (ii) the Market Rent for the Subleased Premises. “Market Rent” shall be the fair market amount of Base Rent (including escalations) determined as follows: (I) Following the giving of Subtenant’s Exercise Notice, Sublandlord and Subtenant shall commence negotiations concerning the amount of Base Rent that shall constitute Market Rent. The parties shall have thirty (30) days of after the Lessor’s receipt of the Lessee’s Renewal Noticedate Subtenant delivers its Exercise Notice in which to agree on such Market Rent. If, during such negotiation period, the Lessor shall supply parties are unable to agree on such Market Rent, then Subtenant may, by written notice delivered to Sublandlord no later than the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days last day of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said such thirty (30) day period that it accepts period, rescind its exercise of the Rent proposed by the Lessor for the Renewal Term renewal option, in which case this Sublease shall expire upon the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement expiration date of the Parties as to the terms that initial term hereof. If Subtenant does not timely deliver such rescission notice, then Sublandlord and Subtenant shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Leaseeach, within ten (10) days from the expiration of the aforementioned thirty (30) day period period, designate an independent, licensed real estate broker, who shall have more than ten (10) years’ experience as a real estate broker specializing in commercial leasing and who shall be familiar with the commercial real estate market in which the Building is located. Said brokers shall each determine the Market Rent within fifteen (15) days. If the lower of the two determinations is not less than ninety-five percent (95%) of the higher of the two determinations, then the Market Rent shall be the average of the two determinations. If the lower of the two determinations is less than ninety-five percent (95%) of the higher of the two determinations, then the two brokers shall render separate written reports of their determinations and within fifteen (15) days thereafter the two brokers shall appoint a third broker with like qualifications. Such third broker shall be furnished the written reports of the first two brokers. Within fifteen (15) days after the appointment of the third (3rd) broker, the third broker shall appraise the Market Rent. The Market Rent for purposes of this Section shall equal the average of the two closest determinations; provided, however, that it rejects (a) if any one determination is agreed upon by any two of the brokers, then the Market Rent set out by shall be such determination, and (b) if any one determination is equidistant from the Lessor other two determinations, then the Market Rent shall be such middle determination. Sublandlord and Subtenant shall each bear the cost of its broker and shall share equally the cost of the third broker. (II) Among the factors to be considered in determining Market Rent shall be the rental rates then being obtained for, and the concessions then being granted to tenants under, renewal leases for similar space in office buildings of similar quality in the vicinity of the Building, that are of comparable age to the Building and are leased to first-class tenants for similar terms. All determinations shall reflect market conditions expected to exist as of the date Base Rent based on Market Rent is to commence. (b) In the event there exists an uncured default under this Sublease beyond any applicable notice and cure periods on the date of Subtenant’s Exercise Notice, or at any time thereafter up to and including the date the Renewal Term in which case is to commence, then, at Sublandlord’s option, the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term shall not commence and Subtenant’s right to renew this Sublease shall lapse and be of no further force or effect. (c) Notwithstanding any prior provisions of this Section 20, Subtenant shall have no further rights pursuant to this Section 20, as if this Section 20 had not been included in this Sublease, if Subtenant has assigned this Sublease (other than to entities affiliated with subtenant) or if, at the time of Subtenant’s exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty its renewal option, more than fifty percent (3050%) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution rentable area of the Renewal Agreement by all necessary Parties; Subleased Premises is then subject to a sub-sublease or sub-subleases (ii) approval of the Renewal Agreement by the Office of the Attorney General, as other than to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorentities affiliated with subtenant).

Renewal. So long as (a) Subject to the Lessee is not then in default under this Lease beyond conditions set forth herein, Lessee, at any time after the expiration first anniversary of any applicable cure periodthe Effective Date, the Lessee shall have the option to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “"Renewal Option”") by notifying written request (the Lessor in writing"Renewal Request") to Lessor, in accordance with Section 16 of this Lease, of its exercise of each Participant and the Renewal Option (hereinafter referred to as the “Renewal Notice”) Agent given not fewer later than ninety (90) days prior to the end of then Expiration Date to renew the TermTerm for a five-year period commencing on the date following the Expiration Date then in effect. Within No later than the date (the "Renewal Response Date") which is thirty (30) days after such request has been delivered to each of Lessor, each Participant and the Lessor’s receipt of the Lessee’s Renewal NoticeAgent, the Lessor shall supply to the will notify Lessee in writing (with a copy to the Rent for Agent) whether or not it consents to such Renewal Request (which consent may be granted or denied in its sole discretion and may be conditioned on receipt of such financial information or other documentation as may be specified by Lessor including without limitation a satisfactory appraisal of the Demised Premises during Property), provided that if Lessor shall fail to notify Lessee on or prior to the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal TermResponse Date, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected denied such Renewal Request. The renewal of the Rent proposed Term contemplated by any Renewal Request shall become effective as of the Expiration Date then in effect on or after the Renewal Response Date on which Lessor shall have consented to such Renewal Request; provided that such renewal shall be subject to and conditioned upon the following: (i) on both the Expiration Date then in effect and the date of the Renewal Request, (x) no Potential Lease Default, Accelerated Purchase Event, or Lease Event of Default shall have occurred and be continuing, and (y) Lessor and the Renewal Option will expire. Agent shall have received a Responsible Officer's Certificate of Lessee as to the matters set forth in clause (x) above, (ii) Lessee shall not have exercised the Remarketing Option, and (iii) the Expiration Date shall not be extended for more than one (1) five-year period pursuant to this Section 21.1. (b) The renewal of this Lease shall be binding on the same terms and conditions as are set forth in this Lease for the original Term, with such modifications thereto, if any, as the parties hereto and to the other Operative Documents may negotiate based upon the Parties current credit information regarding Lessee, interest rates and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, such other factors as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorLessor may consider relevant.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee (a) Tenant shall have and is hereby granted the option to renew this Lease extend the Term hereof for an one (1) additional term period of five (5) years (hereinafter referred a "Renewal Period"), provided (i) Tenant gives written notice to as the “Renewal Term”Landlord of Tenant's election to exercise such extension option no later than nine (9) subject months prior to the terms set out below. The Rent for expiration of the Demised Premises during last Lease Year of the Renewal Term shall be negotiated by the Parties Term, and (ii) no event exists at the time that of the Tenant exercises its renewal exercise of such option considering all relevant factors. The Lessee shall exercise its renewal option or arises subsequent thereto, which event by notice and/or the passage of time would constitute an Event of Default if not cured within the applicable cure period. (hereinafter referred to as the “Renewal Option”b) by notifying the Lessor in writing, in accordance with Section 16 All terms and conditions of this Lease, including, without limitation, all provisions governing the payment of its exercise Additional Rent, shall remain in full force and effect during the Renewal Period, except that Fixed Rent payable during the first Lease Year of the Renewal Option Period shall be equal to the lesser of (i) ninety-five percent (95%) of the then-current Fair Market Rental Rate (hereinafter referred defined) with respect to comparable office space at the time of the commencement of the Renewal Period (using an expense stop based on then current cost in the calendar year in which the Renewal Period commences), or (ii) Fixed Rent payable during the last Lease Year of the initial Term or the Renewal Period, as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Termcase may be. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee As used in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period term "Fair Market Rental Rate" shall mean the fair market rental rate per square foot of rentable area that it accepts the Rent proposed by the Lessor would be agreed upon between a landlord and a tenant entering into a new lease for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties comparable space as to location, configuration, view and elevator exposure, size and use, in a comparable building as to location, quality, reputation and age, with a comparable build-out, a comparable term and a comparable Expense Stop for operating expense and real estate tax pass-throughs assuming the terms that shall govern during the Renewal Term or following: (bA) the Lessee shall notify landlord and the Lessor tenant are informed and well-advised and each is acting in writingwhat it considers its own best interests and (B) the tenant will continue to pay Tenant's Allocated Share of increases in Recognized Expenses and Taxes over a new expense stop (which, in accordance with Section 16 of this Leasefor Tenant, within is the thirty (30) calendar year during which occurs the first day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorPeriod).

Renewal. So long as The Landlord covenants and agrees with the Lessee is not then Tenant that if the Tenant duly and punctually pays the Rent and observes and performs the covenants, provisos and agreements contained in default under this Lease beyond on its part to be paid, observed and performed, then the expiration of any applicable cure period, the Lessee Tenant shall have the option option, to be exercised by giving to the Landlord written notice (herein called the "Renewal Notice") not more than two hundred and seventy (270) days and not less than one hundred and eighty (180) days prior to the expiry date of the Term (the "Expiry Date"), to renew this Lease for an additional a further term of five (5) years (hereinafter referred to as herein called the “"Renewal Term”") subject to on the terms set out below. The and conditions of this Lease, except for this Article 22.4 and excluding any provisions for free rent, bonuses, Leasehold Improvements, or inducements and except that the amount of the Basic Rent for the Demised Leased Premises during the Renewal Term shall is to be negotiated by the Parties at the time current market rent on that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than date being ninety (90) days prior to the end Expiry Date which would be paid as between the Landlord and a willing tenant dealing at arm's length for improved premises in the Municipality of Richmond reasonably comparable to the Leased Premises; provided, however, the amount of the Basic Rent for the Leased Premises during the Renewal Term shall not be less than the amount of the Basic Rent for the Leased Premises payable during the last Lease Year of the Term. Within thirty The Landlord shall prepare and complete a renewal lease, and the Tenant shall, within fifteen (3015) days after receipt thereof, duly execute and deliver to the Landlord the renewal lease as prepared and completed by the Landlord. In the event that the Landlord and the Tenant are unable to agree on the amount of the Basic Rent payable during the Renewal Term within ninety (90) days of the Lessor’s receipt of date on which the Lessee’s Landlord receives the Renewal Notice, the Lessor determination of such Basic Rent shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification be made by arbitration as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorArticle 22.6.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee The Homeowner shall have the option to renew the initial term of this Lease for an one (1) additional term period of five (5) years (hereinafter referred to as the “Renewal Term”) 98 years, subject to all of the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 provisions of this Lease, of its exercise . MACLT may change the terms of the Renewal Option Lease for the renewal period prior to the beginning of the renewal period but only if these changes do not materially and adversely interfere with the rights possessed by the Homeowner under the Lease. Not more than 365 nor less than 180 days before the last day of the initial 98-year period, MACLT shall give the Homeowner a written notice that states the date of the expiration of the initial 98- year period and the conditions for renewal as set forth in the following paragraph (hereinafter referred the “Expiration Notice”). The Expiration Notice shall also describe any changes that MACLT intends to make in the Lease for the renewal period as permitted above. The Homeowner shall then have the right to renew the Lease only if the following conditions are met: (a) within 60 days of receipt of the Expiration Notice, the Homeowner shall give MACLT written notice stating the Homeowner’s desire to renew (the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or ); (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon in effect on the Parties and their respective successors and assigns upon the full completion last day of the initial 98-year term, and (ic) execution the Homeowner shall not be in default under this Lease or under any Permitted Mortgage on the last day of the Renewal Agreement by all necessary Parties; (ii) approval initial 98-year term. When the Homeowner has exercised the option to renew, the Homeowner and MACLT shall sign a memorandum stating that the option has been exercised. The memorandum shall comply with the requirements for a Notice of Lease as stated in Section 13.11 below. MACLT shall record this memorandum in accordance with the requirements of law promptly after the beginning of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorrenewal term.

Renewal. So long as (a) Subject to the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditions set forth herein, the Lessee Lessee, ------- at any time after the first anniversary of the Effective Date, shall have the option to renew this Lease for an additional term of five (5the "Renewal Option") years by written request (hereinafter referred to as the “"Renewal Term”Request") subject to the terms set out below. The Rent for -------------- --------------- Lessor, each Participant and the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) Agent given not fewer later than ninety (90) days prior to the end of then Expiration Date to renew the TermTerm for a one-year period commencing on the date following the Expiration Date then in effect. Within No later than the date (the "Renewal Response Date") which is thirty (30) days after such --------------------- request has been delivered to each of the Lessor’s receipt of , each Participant and the Lessee’s Renewal NoticeAgent, the Lessor shall supply to will notify the Lessee in writing (with a copy to the Rent for the Demised Premises during the Agent) whether or not it consents to such Renewal Term. Within thirty Request (30) days of the Lessee’s which consent may be granted or denied in its sole discretion and may be conditioned on receipt of the Lessor’s notification such financial information or other documentation as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed may be specified by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing including without limitation a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement satisfactory appraisal of the Parties as to the terms Property), provided that shall govern during the Renewal Term or (b) the Lessee shall notify if the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails fail to notify the Lessor within said thirty (30) day period that it either accepts -------- Lessee on or rejects the proposed Rent for the Premises during prior to the Renewal TermResponse Date, then the Lessee it shall be deemed to have rejected denied such Renewal Request. The renewal of the Rent proposed Term contemplated by any Renewal Request shall become effective as of the Expiration Date then in effect on or after the Renewal Response Date on which the Lessor shall have consented to such Renewal Request; provided that such renewal shall be subject to and conditioned -------- upon the following: (i) on both the Expiration Date then in effect and the date of the Renewal Request, (x) no Lease Default or Lease Event of Default shall have occurred and be continuing, and (y) the Lessor and the Agent shall have received a Responsible Officer's Certificate of the Lessee as to the matters set forth in clause (x) above, ---------- (ii) the Lessee shall not have exercised the Remarketing Option, (iii) the Participants shall have agreed to extend the Maturity Date contemporaneously therewith pursuant to Section 3.7(b) of the --------------------- Participation Agreement such that the Renewal Option Term will expireexpire on the same ----------------------- date as the extended Maturity Date, and (iv) the Expiration Date shall not be extended for more than two (2) one-year periods pursuant to this Section 21.1. ------------ (b) The renewal of this Lease shall be binding on the same terms and conditions as are set forth in this Lease for the original Term, with such modifications thereto, if any, as the parties hereto and to the other Operative Documents may negotiate based upon the Parties current credit information regarding the Lessee, interest rates and their respective successors and assigns upon such other factors as the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorLessor may consider relevant.

Renewal. So long 25.1 Landlord hereby grants to Tenant two (2) successive five (5)-year renewal options, each exercisable at Tenant’s option and subject to the conditions described below (each such five-year term, if exercised, being referred to herein as a “Renewal Term”). If such right is exercised, and if the Lessee conditions applicable thereto have been satisfied, the first Renewal Term shall commence immediately following the end of the Lease Term provided in this Lease and the second Renewal Term shall commence immediately following the end of the first Renewal Term. The right of renewal herein granted to Tenant shall be subject to, and shall be exercised in accordance with, the following terms and conditions: (a) Tenant shall exercise its right of renewal with respect to each Renewal Term by giving Landlord written notice thereof not earlier than eighteen (18) months and not later than twelve (12) months prior to the expiration date of the then-current Lease Term (the “Renewal Notice”). (b) In the event the Renewal Notice is not then given timely, Tenant’s right of renewal shall lapse and be of no further force or effect. (c) All the terms, conditions, covenants and agreements set forth in default this Lease shall continue to apply and be binding upon Landlord and Tenant during each Renewal Term, except for the determination of Base Rent which shall be as set forth in Section 25.2 below. (d) In the event there exists an Event of Default on the date of receipt of a Renewal Notice or anytime thereafter until the date such Renewal Term is to commence, then, at Landlord’s option, such Renewal Term shall not commence and the Lease Term shall expire on the date the Lease Term would have expired without such renewal. (e) The renewal option shall be exercised only by the original Tenant hereunder or by an Affiliate of the original Tenant hereunder, and not by any other assignee, transferee or subtenant. In the event the original Tenant assigns this Lease to any entity other than an Affiliate of the original Tenant, Tenant's rights under this Section 25.1 shall lapse as though this Section 25.1 had never been included in the Lease. (f) In the event this Lease beyond is not renewed for the expiration of any applicable cure periodfirst Renewal Term, the Lessee shall have the option Tenant’s right to renew this Lease for an additional term the second Renewal Term shall lapse and be of five no further force and effect. (5a) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Base Rent charged for the Demised Premises during the first year of each Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or [*****]. (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty [*****]. (30c) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor[*****].

Renewal. So long as Landlord hereby grants to Tenant the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodseparate, the Lessee shall have the option exclusive, conditional rights, exercisable at Tenant's option, to renew the term of this Lease for an additional term up to two (2) terms of five (5) years each (each such term is hereinafter referred to as a "Renewal Term"). If exercised, and if the conditions set forth in this Section 4.2 have been satisfied, the first Renewal Term shall commence immediately following the end of the initial Term and the second Renewal Term shall commence immediately following the end of the first Renewal Term. The rights of renewal herein granted shall be applicable only to the entire Premises and the Data Center then leased by Tenant. The rights of renewal herein granted to Tenant shall be subject to, and shall be exercised in accordance with, the following terms and conditions: (a) Tenant shall exercise its right of renewal with respect to each Renewal Term by giving Landlord written notice (hereinafter referred to as the “"Renewal Notice ") thereof not later than twelve (12) months prior to the expiration of the then-current Term of this Lease. If Tenant timely exercises its right to renew with respect to each applicable Renewal Term”, at least six (6) subject months prior to the terms set out belowexpiration of the then-current Term of this Lease, Landlord shall provide Tenant with Landlord's then estimate of its determination of the annual Market Rent, as hereinafter defined. The Rent parties shall for the Demised Premises next thirty (30) days thereafter attempt to agree upon an annual Base Rent payable during the Renewal Term which would equal Ninety Five Percent (95%) of the Market Rent, as defined below, for the Premises prevailing as of the first day of the Renewal Term. Market Rent shall mean the net effective base annual rent rate that would be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option payable to tenants renting comparable space in comparable buildings in Northern Fairfield County Connecticut (hereinafter referred to as the “Renewal Option”"Market Area") by notifying for a comparable term commencing on or about the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise date of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end commencement of the applicable Renewal Term. Within thirty (30) days of , further adjusted to reflect the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor Tenant obligations to pay for electricity and any increases in Real Estate Taxes and Operating Expenses as herein contained which shall supply to the Lessee remain in writing the Rent for the Demised Premises effect during the each Renewal Term. Within thirty (30) days Market Rent shall not be adjusted for any vacancy period or other "down time" which may have been attributable to Landlord's reletting of the Lessee’s receipt of Premises had Tenant not exercised this option to extend. All relevant factors shall be considered by the Lessor’s notification as to the parties during such negotiations in determining applicable Market Rent for the Premises during the Renewal Termincluding, but not limited to, the Lessee shall respond as follows: (a) general office rental market in the Lessee shall notify Market Area, rental rates then being quoted by Landlord to comparable tenants for comparable space in the Lessor Building, and the rents being charged similar tenants for similar office space in writing, in accordance with Section 16 of this Lease, within the said first-class office buildings. If during such thirty (30) day period that it accepts the parties agree on the Market Rent proposed by the Lessor for during each year of the Renewal Term in which case the Parties Term, then they shall commence the process of executing a renewal agreement promptly execute an amendment to this Lease stating Ninety Five Percent (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b95%) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the Market Rent so agreed upon. If during such thirty (30) day period that it rejects the parties are unable, for any reason whatsoever, to agree on such Market Rent, then within fifteen (15) days thereafter the Tenant shall advise Landlord of Tenant's determination of Market Rent set out by and Landlord shall advise Tenant of Landlord's determination of Market Rent and each of the Lessor for the Renewal Term in which case the Lessee parties shall each appoint an unaffiliated real estate broker who shall be deemed without further notice and without further agreement between licensed in the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for state where the Premises during are located and who specializes in the Renewal Termfield of commercial office space leasing in the Market Area, then has at least ten (10) years of experience and is recognized within the Lessee field as being reputable and ethical (hereinafter referred to as an "Appraiser"). Tenant's failure to timely notify Landlord of its designated Appraiser or its determination of Market Rent shall be deemed to have rejected be acceptance by Tenant of Landlord's determination of Market Rent. Such two individuals shall each determine within ten (10) days after their appointment whether Landlord's determination or Tenant's determination of Market Rent is closest to Market Rent. If such individuals do not agree on which determination of Market Rent is the closest to Market Rent, then the two individuals shall, within five (5) days, together appoint a third similarly qualified Appraiser. The third individual shall within ten (10) days after his or her appointment make a determination of the Market Rent proposed by whether Landlord's determination or Tenant's determination of the Lessor Market Rent is the closest to Market Rent and such shall be deemed the Market Rent hereunder. The Market Rent applicable during the applicable Renewal Term shall be the Market Rent determined pursuant to the forgoing procedure and shall be final and conclusive. Landlord and Tenant shall each bear the cost of its broker and shall share equally the cost of the third broker. Upon determination of the Market Rent payable pursuant to this Section, the parties shall promptly execute an amendment to this Lease stating Ninety Five Percent (95%) the Market Rent so determined or agreed upon as the Base Rent payable during the applicable Renewal Term. (b) If Tenant's renewal notice is not given timely, then Tenant's right of renewal shall lapse and be of no further force or effect. (c) If an Event of Default, as hereinafter defined, exists under this Lease on the date Tenant sends a Renewal Notice or any time thereafter until the applicable Renewal Term is to commence, then, at Landlord's election, the Renewal Term shall not commence and the Renewal Option will expire. The renewal term of this Lease shall be binding upon expire at the Parties and their respective successors and assigns upon the full completion expiration of the then-current term of this Lease. (id) execution Tenant's right of renewal under this Section may be exercised only by Tenant and a Permitted Transferee, as hereinafter defined, and may not be exercised by any other transferee, sublessee or other assignee of Tenant. (e) If at the time of exercise of any Renewal Term, in excess of thirty (30%) percent of the Premises has been subleased or if this Lease has been assigned to a party other than a Permitted Transferee, or if this Lease has been terminated, then Tenant's rights pursuant to this Section shall lapse and be of no further force or effect. (f) Tenant agrees to accept the premises to be covered by this Lease during each applicable Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney GeneralTerm in an "as is" physical condition, as subject to formLandlord's obligations herein contained, and Tenant shall not be entitled to receive any allowance, credit, concession or payment from Landlord for the Office improvement thereof. (g) Landlord and Tenant acknowledge and agree that no real estate brokerage commission or finder's fee shall be payable by Landlord in connection with any exercise by Tenant of the State Comptrollerany renewal option herein contained, as necessary; provided that Landlord shall be liable to indemnify and (iii) delivery of the fully executed hold harmless Tenant from all claims, damages, losses and approved Renewal Agreement liability, including reasonable attorneys' fees and expenses, due to the Lessee any claims for commissions or finder's fees made by the LessorBroker in connection therewith.

Renewal. So long as I. If the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option Tenant wishes to renew this Lease for an additional a further term of five (5) years (hereinafter referred to as the “First Renewal Term”) subject commencing on the Expiry Date of the original Term, the Tenant may provide a written request to the terms set out belowManager – Recreation Services and Facilities təməsew̓ txʷ Aquatic and Community Centre no less than 6 months before the Expiry Date. If upon receiving such a request, the City wishes, in its sole discretion, to grant to the Tenant a renewal lease of the Premises, the City shall provide notice of the renewal to the Tenant. The Rent renewal lease for the Demised Premises First Renewal Term will be in the same form and upon the same covenants, agreements, conditions, and provisos contained in this Lease except for any provisions for City’s Work, Tenant’s Work, free rent, bonuses, leasehold improvements or other tenant inducements of any kind, and except the lease fee to be paid during the First Renewal Term. The lease fee for the First Renewal Term shall be negotiated determined by the Parties at City’s cost to operate the time that Premises and the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent then-fair market rent for the Premises during in their then-current condition and in any event not less than $60 per square foot. II. The renewal lease for the First Renewal Term will provide that if the Tenant wishes to renew this Lease for a further term of five (5) years (the “Second Renewal Term”) commencing on the expiration of the First Renewal Term, the Lessee Tenant may provide a written request to the Manager – Recreation Services and Facilities təməsew̓ txʷ Aquatic and Community Centre no less than 6 months before the expiration of the First Renewal Term. The renewal lease for the Second Renewal Term will be in the same form and upon the same covenants, agreements, conditions, and provisos contained in this Lease except for any provisions for City’s Work, Tenant’s Work, free rent, bonuses, leasehold improvements or other tenant inducements of any kind, and except the lease fee to be paid during the Second Renewal Term. The lease fee for the Second Renewal Term shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed be determined by the Lessor City’s cost to operate the Premises and the then-fair market rent for the Renewal Term Premises in which case the Parties shall commence the process their then-current condition. III. The renewal lease of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement each of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said First Renewal Term and any prior exercise of the Renewal Option for that Second Renewal Term is deemed revoked. If to incorporate all of the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor terms and the Renewal Option will expire. The renewal provisions of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement as modified by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to formthis section 5, and the Office parties ratify and confirm all of the State Comptroller, as necessary; terms and (iii) delivery conditions of the fully executed and approved Renewal Agreement Lease as so amended. The parties will not be obliged to enter into a separate renewal lease to give effect to this section 5 but the Lessee Tenant will, at the Tenant’s cost, execute a separate renewal lease if required by the LessorCity to do so.

Renewal. So long If, as of the Lessee is not then Effective Date, Bank holds any outstanding undivided percentage ownership interests (each an “Existing Participation Interest”) in default under this Lease beyond any Mortgage Loan purchased by Bank from Seller pursuant to a written mortgage warehouse agreement or similar written agreement executed by Bank and Seller prior to the expiration of any applicable cure periodEffective Date (as amended or modified from time to time, the Lessee Page 47 Mortgage Warehouse Agreement Version: 2015-11 HAL2016-4 “Existing Warehouse Agreement”), then, as of the Effective Date, unless expressly agreed to otherwise by Seller and Bank in writing after the date of the Existing Warehouse Agreement: (a) Seller shall not have any rights under the option Existing Warehouse Agreement to renew request Bank to purchase additional undivided percentage ownership interests in Mortgage Loans, and any and all such requests and purchases on or after the Effective Date shall be governed by the terms and conditions of this Lease for an additional term of five Agreement; (5b) years (hereinafter referred any and all Existing Participation Interests shall continue to as the “Renewal Term”) be subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise and conditions of the Renewal Option Existing Warehouse Agreement; (hereinafter referred c) the Existing Warehouse Agreement shall automatically terminate and cease to as the “Renewal Notice”) not fewer than ninety be in force and effect (90) days prior except with respect to the end provisions of the Term. Within thirty Existing Warehouse Agreement which expressly survive termination) without any action or notice upon such time as (30i) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as pursuant to the terms that shall govern during and conditions of the Renewal Term Existing Warehouse Agreement, with respect to each Mortgage Loan in which Bank purchased an Existing Participation Interest (A) such Mortgage Loan has been sold in its entirety and the full amount of the proceeds of such sale have been received and applied by Bank thereunder or (bB) the Lessee shall notify Existing Participation Interest in such Mortgage Loan has been repurchased in its entirety by Seller and the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise full amount of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Termproceeds of such repurchase have been received and applied by Bank thereunder, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval Bank has received full and indefeasible payment of all amounts due and payable to Bank pursuant to the Renewal Agreement by the Office of the Attorney GeneralExisting Warehouse Agreement, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of Bank has remitted to Seller all sums, if any, required by the fully executed and approved Renewal Existing Warehouse Agreement to be remitted by Bank to Seller; and (d) the Lessee Maximum Participation Amount shall be reduced by the Lessorsum, as such sum may vary from time to time, of (i) the Outstanding Participation Balance calculated with respect to the outstanding Existing Participation Interests plus (ii) all other amounts due and payable to Bank pursuant to the Existing Warehouse Agreement. The terms of this Section supersede and modify any and all inconsistent provisions in any Existing Warehouse Agreement.

Renewal. So long as This Lease shall be at the Lessee is not then in default option of the Lessor, for additional one (1) year periods (or portion thereof for the last period under this Lease beyond the Master Lease) until the expiration of the Master Lease, provided Tenant is at the time of renewal a member in good standing of the XXXXX MUSEUM OF ART, and is not at the time of renewal in default of this Lease or in violation of any applicable cure rule, regulation or bylaw of the XXXXX MUSEUM OF ART. A. No later than 30 days prior to the commencement of the new Lease period, Tenant must give Lessor written notice of Xxxxxx’s intention to renew the Lessee Lease. Within 10 days following receipt of the Tenant’s written notice, and in any event no later than 20 days prior to the commencement date of the new Lease period, Lessor shall have notify Tenant if Lessor shall agree to renew the lease and grant an extended period of occupancy hereunder or if the Lease shall terminate at the end of the current Lease year. In the event Lessor has not received Tenant’s written notice within the time period above, this Lease shall terminate on the last day of the current Lease year. B. In the event Tenant provides written notice of the intention to renew and Lessor exercises its option to renew this Lease, all terms of this Lease for an additional term agreement, with the exception of five (5) years (hereinafter referred the base rent and the current pro-rata share of dues shall continue in full force and effect. C. If Xxxxxx decides to as vacate the “Renewal Term”) subject premises prior to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 expiration of this Lease, and provides adequate notice of its exercise intention to vacate so as to permit Lessor to obtain a new tenant without any loss of rental or period of non-occupancy, Tenant shall be released from further liability hereunder, upon the execution of a new lease with the new tenant, Lessor shall provide Tenant with a written statement of the Renewal Option (hereinafter referred acceptable reletting of the premises. Nothing contained herein shall be construed as establishing any obligation upon Lessor to as obtain a new tenant. D. In the “Renewal Notice”) not fewer than ninety (90) days event that a Tenant vacates the premises prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 expiration of this Lease, within or upon the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a non- renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects Tenant shall be liable for removing all items of personal property and leaving the Rent set out premises clean and undamaged. Any items of personal property left in the premises upon the termination of the term of the Lease, will be deemed abandoned by the Tenant and disposed of or sold by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorTenant.

Renewal. So 16.1 Provided that, and for so long as the Lessee Tenant pays the Rent and performs each and every of the covenants, conditions and agreements in the Lease reserved and contained and on the part of the Tenant to be paid and performed and is not then and has not been in default under this Lease beyond in respect of any of the same and there has been no adverse change of any sort in the Tenant's financial condition or capacity the Landlord will, upon the request in writing by the Tenant given at least six (6) months and not more than twelve (12) months prior to the expiration of any applicable cure periodthe Term (the "Notice Period"), grant to the Lessee shall have Tenant a renewal lease of the option to renew this Lease Premises for an additional one (1) further term of five (5) years (hereinafter referred to as the “Renewal Term”) upon and subject to the terms covenants, conditions and agreements as are set out below. The Rent forth in the Landlord's standard form of lease for the Demised Premises during Building then in use, save and except that the Renewal Term renewal lease shall not contain any provision for further renewal and the annual basic rent shall be negotiated by the Parties at market rate for similar premises of similar size, use and location one hundred twenty (120) days prior to the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 expiry date of this Lease, without deduction of allowance for or consideration of any tenant inducements, leasehold improvement allowances, rent free periods, lease takeovers, turnkey or "build-to-suit" arrangements or other concession or inducement offered of given by landlords to achieve such rental (the "New Annual Basic Rent"). If requested by the Tenant during the Notice Period, the Landlord will provide the Tenant with a copy of its exercise standard form of lease for the Renewal Option (hereinafter referred Building then in use. The New Annual Basic Rent shall be mutually agreed to as by the “Renewal Notice”) not fewer than Landlord and the Tenant at least ninety (90) days prior to the end expiration of the Term. Within , and failing agreement shall be determined by three (3) accredited real estate brokers (the 'Three Experts") at least thirty (30) days prior to the expiration of the Lessor’s receipt Term, which experts shall be familiar with rental rates in the area of the Lessee’s Renewal NoticePremises, one of whom shall be appointed by the Landlord (the "Landlord's Expert') and all costs associated with the Landlord's Expert shall be the sole responsibility of the Landlord, and one expert shall be appointed by the Tenant (the "Tenant's Expert") and all costs associated with the Tenant's Expert shall be the sole responsibility of the Tenant. The appointment of the third expert (the "Third Expert") shall be agreed upon by the Landlord's Expert and the Tenant's Expert and 50% of costs attributable to the Third Expert shall be borne by the Tenant and the remaining 50% of costs attributable to the Third Expert shall be borne by the Landlord. Together the Three Experts, acting reasonably, shall make the final determination of the New Annual Basic Rent and should the Three Experts be unable to agree among themselves on the determination, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days opinion of the Lessee’s receipt majority, being two (2) of the Lessor’s notification as to the Rent for the Premises during the Renewal TermThree Experts, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice final and without further agreement between binding on the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.Landlord and

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee (a) Tenant shall have the option right to renew this extend the Lease Term for an additional term of five one five-year period (5the "Extended Term") years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to commencing immediately after the end of the tenth Lease Year (the "First Renewal Option"), and, provided Tenant has exercised the First Renewal Option, Tenant shall have the right to extend the Lease Term for a second five-year period (the "Second Extended Term. Within thirty (30") days commencing immediately after the end of the Lessor’s fifteenth Lease Year (the "Second Renewal Option"). (b) To exercise the First Renewal Option, Tenant must deliver to Landlord written notice of such exercise ("First Renewal Option Notice") not earlier than fifteen (15) months prior to the last day of the tenth Lease Year and not later than twelve (12) months prior to the last day of the tenth Lease Year. To exercise the Second Renewal Option, Tenant must deliver to Landlord written notice of such exercise ("Second Renewal Option Notice") not earlier than fifteen (15) months prior to the last day of the fifteenth Lease Year and not later than twelve (12) months prior to the last day of the fifteenth Lease Year. If Tenant does not provide notice to Landlord in accordance with all provisions of this Paragraph 38(b), Tenant shall not have the right to extend the Lease Term, and such rights as are provided herein shall be null and void and of no further effect. (c) Provided that Tenant exercises its First Renewal Option as provided above, the Base Rent per rentable square foot of the Premises that shall be due from Tenant for the eleventh Lease Year (the first Lease Year during the Extended Term) shall be adjusted to the lesser of (i) ninety-five percent (95%) of the then prevailing fair market base rental rate for new tenants of space of comparable size and quality in office buildings in Washington, D.C., taking into consideration the value of concession packages as determined pursuant to Paragraph 38(f) (including, without limitation, allowances and rent abatements) (the "Adjusted Market Rate"), or (ii) the Base Rent per rentable square foot of the Premises that Tenant is obligated to pay under the terms of the Lease for the tenth Lease Year (the "Current Lease Rate"). If the Adjusted Market Rate is less than the Current Lease Rate, (A) the Base Rent shall escalate in accordance with the "Market Escalation Factor," as determined pursuant to Paragraph 38(f), during the Extended Term and (B) the Operating Expenses and the Real Estate Taxes incurred during the eleventh Lease Year shall be the new Base Year Operating Expenses and the new Base Year Real Estate Taxes applicable during the Extended Term, and Tenant therefore shall have no obligation to pay any amounts on account of Operating Expenses and Real Estate Taxes for the eleventh Lease Year. If the Current Lease Rate is less than the Adjusted Market Rate, (X) the Base Rent shall escalate in accordance with Paragraph 4(d) during the Extended Term, (Y) there shall be no change in the Base Year Operating Expenses or the Base Year Real Estate Taxes during the Extended Term and Tenant shall be obligated to continue to pay Tenant's Proportionate Share of Operating Expense Increases and Tenant's Proportionate Share of Real Estate Tax Increases during each and every Lease Year during the Extended Term, and (Z) Landlord shall provide to Tenant a "Renewal Improvement Allowance" equal to Ten Dollars ($10.00) per rentable square foot of the Premises, which may be used by Tenant in accordance with the purposes set forth in Paragraph 3(d), above. (d) Provided that Tenant exercises its Second Renewal Option as provided above, the Base Rent per rentable square foot of the Premises that shall be due from Tenant for the sixteenth Lease Year (the first Lease Year during the Second Extended Term) shall be adjusted to the lesser of (i) ninety-five percent (95%) of the then-prevailing fair market base rental rate for new tenants of space of comparable size and quality in office buildings in Washington, D.C., taking into consideration the value of concession packages as determined pursuant to Paragraph 38(f) (including, without limitation, allowances and rent abatements) (the "Adjusted Market Rate"), or (ii) the Base Rent per rentable square foot of the Premises that Tenant is obligated to pay under the terms of the Lease for the fifteenth Lease Year (the "Current Lease Rate"). If the Adjusted Market Rate is less than the Current Lease Rate, (A) the Base Rent shall escalate in accordance with the "Market Escalation Factor," as determined pursuant to Paragraph 38 (f), during the Second Extended Term and (B) the Operating Expenses and the Real Estate Taxes incurred during the eleventh Lease Year shall be the new Base Year Operating Expenses and the new Base Year Real Estate Taxes applicable during the Second Extended Term, and Tenant therefore shall have no obligation to pay any amounts on account of Operating Expenses and Real Estate Taxes for the sixteenth Lease Year. If the Current Lease Rate is less than the Adjusted Market Rate, (X) the Base Rent shall escalate in accordance with the "Market Escalation Factor," during the Second Extended Term, (Y) there shall be no change in the Base Year Operating Expenses or the Base Year Real Estate Taxes during the Second Extended Term and Tenant shall be obligated to continue to pay Tenant's Proportionate Share of Operating Expense Increases and Tenant's Proportionate Share of Real Estate Tax Increases during each and every Lease Year during the Second Extended Term, and (Z) Landlord shall provide to Tenant a "Renewal Improvement Allowance" equal to Ten Dollars ($10.00) per rentable square foot of the Premises, which shall be used by Tenant for refurbishment of the Premises (e.g. repainting and recarpeting), and any unused amount of the Renewal Improvement Allowance shall be applied as a rental credit. The Renewal Improvements shall be constructed in accordance with the provisions of Exhibit B and the Renewal Improvement Allowance shall be paid in accordance with the provisions of Exhibit B. (e) The Adjusted Market Rate and the Market Escalation Factor with respect to the Extended Term, or the Second Extended Term, as the case may be, shall be determined as follows. After Landlord's receipt of the Lessee’s First Renewal Option Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the or Second Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal TermOption Notice, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as case may be, Landlord and Tenant shall attempt to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding agree upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.Adjusted Market

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee A. Tenant shall have two (2) options to extend the option to renew this Lease Term for an additional term of five (5) years each, for not less than 50% of the Premises (hereinafter the first five (5) year option shall be referred to as the “"First Renewal Term”) subject to Option," the terms set out below. The Rent for the Demised Premises during the Renewal Term second five (5 year option shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “"Second Renewal Option”) by notifying " and the Lessor First Renewal Option and the Second Renewal Option shall be collectively referred to as the "Renewal Options"), upon the terms and conditions contained herein, including without limitation the payment of Tenant's Share of Additional Taxes and Additional Expenses determined on the same basis as set forth in writingthis Lease, in accordance with Section 16 except that the Base Rent for such Renewal Options shall be the Fair Market Rental Rate for the applicable period. For purposes of this Lease, "Fair Market Rental Rate" is defined on Exhibit E attached hereto and made a part hereof. B. Tenant shall provide notice to Landlord ("Renewal Notice") of its Tenant's exercise of either of said Renewal Options no earlier than the Renewal Option fifteenth (hereinafter referred to as 15th) and no later than the “Renewal Notice”ninth (9th) not fewer than ninety (90) days month prior to the end expiration of the then-current Term. Within thirty (30) days of the Lessor’s after receipt of the Lessee’s Tenant's Renewal Notice, Landlord will advise Tenant of Landlord's estimate of the Lessor shall supply Fair Market Rental Rate, and Tenant reserves the right to the Lessee rescind its Renewal Notice by so notifying Landlord in writing the Rent for the Demised Premises during the within ten (10) days after receipt of Landlord's estimate. If Tenant fails to respond in such 10 day period, Tenant shall be deemed to have rescinded its election to extend. If Tenant does not so rescind its Renewal Term. Within Notice, and if Tenant fails to respond to Landlord's estimate of Fair Market Rental Rate within thirty (30) days of after receipt thereof, Landlord's estimate shall be binding. If Tenant does so respond and offers a different Fair Market Rental Rate, and if the Lessee’s receipt of parties are unable to agree upon the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, Fair Market Rental Rate within the said thirty (30) day period that it accepts days after such response by Tenant ("the Rent proposed Negotiation Period"), then such dispute shall be settled by arbitration as described in Section 29 hereof. C. Tenant shall not be entitled to exercise a Renewal Option if on the Lessor for the date Tenant exercises such Renewal Term Option Tenant is (a) in which case the Parties shall commence the process Default (after expiration of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term all applicable notice and cure periods), or (b) if this Lease or Tenant's right of possession has been terminated, or (c) if this Lease is not in full force and effect on said date. Tenant shall not be entitled to the Lessee shall notify Second Renewal Option unless Tenant has exercised the Lessor in writingFirst Renewal Option. D. Following exercise by Tenant of a Renewal Option and determination of the Base Rent for the respective Renewal Option period, in accordance with Section 16 at the request of this Lease, either party hereto and within the thirty (30) day days after such request, Landlord and Tenant shall enter into a supplement to this Lease confirming the terms, conditions and provisions applicable to the related Renewal Option period that it rejects the Rent set out as determined in accordance herewith. E. The option hereunder may not be exercised by the Lessor or for the Renewal Term in benefit of any assignee or sublessee, unless such assignee or sublessee is a single entity which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise leases or subleases at least ninety percent (90%) of the Renewal Option for that Renewal Term Premises then demised hereby, or is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessoran Affiliated Entity.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee (A) Tenant shall have an option (the option to renew this Lease “Renewal Option”), for an additional all, but not less than all, of the Premises, for a term of five one (51) years year (hereinafter referred to as the “Renewal Term”) ), subject to the remaining terms and conditions of this section. (B) The Renewal Term, if applicable, automatically shall commence on the day immediately succeeding the Expiration Date and expire on the date that shall be one (1) year after the Expiration Date, unless Tenant delivers to Landlord written notice of its intention to terminate this Lease no later than one hundred eighty (180) days prior to the Expiration Date. (C) During the Renewal Term, Tenant shall lease the Premises upon the same terms and conditions as set out below. The forth in this Lease, except that the annual Base Rent for the Demised Premises during payable with respect to the Renewal Term shall be negotiated by $724,627.78 ($60,385.65 per month). (D) If the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee initial Lease Term shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, be renewed in accordance with Section 16 the terms and conditions of this Leasesection, of its exercise Landlord and Tenant shall execute and deliver an amendment to this Lease reflecting the renewal of the Renewal Option Lease Term, upon the terms herein provided, which amendment shall be executed and delivered no later than one hundred fifty (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90150) days prior to the end Expiration Date. (E) Tenant agrees to accept the Premises in its then “as-is”, “where-is” physical condition, and “with all faults” on the commencement date of the Term. Within thirty Renewal Term and Tenant shall not be entitled to any credit or allowance or other economic concession from Landlord for the improvement thereof, or otherwise. (30F) days The Renewal Option automatically shall terminate and become null and void and of no further force or effect, upon the earliest to occur of (i) the early termination of this Lease, (ii) the termination of Tenant’s right to possession of the Lessor’s receipt Premises, (iv) the failure of Tenant to timely or properly exercise the Renewal Option, or otherwise perform any of its obligations, in strict accordance with the terms of this section, (v) the default by Tenant under this Lease, which shall not have been cured prior to the expiration of all applicable notice and cure periods provided in Section 15.01 or (vi) the sublease by Tenant of all or any portion of the Lessee’s Renewal NoticePremises or the Transfer (as hereinafter defined) of this Lease, other than to an Affiliate (as hereinafter defined) of Tenant or a Permitted Transferee (as hereinafter defined) in accordance with the express terms and conditions of Section 14.01. Furthermore, notwithstanding anything to the contrary herein contained, the Lessor terms and conditions of the Renewal Option outlined in this section are independent of the terms and conditions of any other provisions of this Lease, including, without limitation, Section 22.21 regarding the Right of First Opportunity (as hereinafter defined). Therefore, regardless of whether or not (a) Tenant shall supply have delivered to Landlord a Tenant’s Right of First Opportunity Notice (as hereinafter defined), (b) Landlord shall have delivered to Tenant a Landlord’s Right of First Opportunity Notice (as hereinafter defined) and/or (c) Landlord and Tenant shall have entered into a Development Lease (as hereinafter defined) or a Development Agreement (as hereinafter defined), Tenant shall have an express duty and obligation to exercise the Renewal Option, if at all, strictly in accordance with the terms and conditions of this section. (G) Tenant shall have no further option to renew the Lease Term beyond the expiration of the Renewal Term and Tenant shall be responsible for any brokerage or leasing commissions owed Broker or any other party due to any renewal of the Lease Term by Tenant. (H) Notwithstanding anything to the Lessee in writing contrary herein contained, upon the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days commencement of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writingif applicable, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice “Lease Term” and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal “Term, then the Lessee ” also shall be deemed to have rejected the Rent proposed by the Lessor and include the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorTerm.

Renewal. So long a. Except as otherwise stated herein, appointment terms for full-time Xxxx School bargaining unit faculty members shall presumptively renew from year to year, subject to Section III.61 of this Article regarding advancement from Level A to Level B, unless notice is provided by the Lessee Xxxx School Director to such bargaining unit faculty that they shall not be reappointed, as set forth below: Less than 5 full years of continuous service 3 1/2 months prior to end of appointment At least 5 full years of continuous service 5 1/2 months prior to end of appointment b. Bargaining unit faculty members must be employed as a Xxxx School Educator for a minimum of one (1) year to be eligible for presumptively renewable appointments. c. This Section is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out belowof Section II.1.c. of this Article regarding appointments subject to funding contingencies. d. Bargaining unit faculty member appointments may not be renewed for the following reasons: insufficiency of enrollment, curriculum change, restructuring, reorganization or discontinuance of academic programs, lack of work, lack of funding for funding-contingent appointments, or misconduct involving theft (not of a de minimis nature), workplace violence, discrimination, harassment, or sexual misconduct in violation of University policy. The Rent non-renewal of any bargaining unit faculty member for the Demised Premises during the Renewal Term reasons set forth herein shall not be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior subject to the end of the Termgrievance and arbitration procedure. Within thirty (30) days of the Lessor’s receipt notice of the Lessee’s Renewal Noticenon-renewal, the Lessor shall supply Union may request information relied upon by the Employer in connection with the reason for non-renewal provided in the notice. The Union may only file a grievance on the basis that the reason provided was untrue. It cannot grieve whether the Employer’s reason was sufficient to support the Lessee in writing non-renewal. For example, if the Rent reason for non-renewal was insufficiency of enrollment and information provided by the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal TermEmployer demonstrates that enrollment declined by 5%, the Lessee shall respond Union cannot grieve whether or not the decline in enrollment was sufficient to support the non-renewal decision. e. Renewals are subject to satisfactory performance as follows: (a) the Lessee shall notify the Lessor set forth in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorArticle .

Renewal. So long as (a) In the Lessee is event the Board has not then in default under renewed this Lease beyond Rights Agreement or called a meeting of stockholders for the expiration purpose of any applicable cure period, the Lessee shall have the option voting on whether or not to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated Rights Agreement, in each case, by the Parties at close of business on the time date that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) is 90 days prior to the end Final Expiration Date, the holders of record (or their duly authorized proxy) of 25% or more of the Term. Within thirty (30) days Common Stock of the LessorCompany then outstanding (the “Renewal Percentage”) may submit to the Board, not later than 90 days prior to the Final Expiration Date a written demand complying with the terms of this ‎Section 23 (the “Renewal Meeting Demand”) directing the Board to submit to a vote of stockholders at a meeting of the stockholders of the Company (a “Renewal Meeting”) a resolution renewing this Rights Agreement (the “Renewal Resolution”). Any Renewal Meeting Demand must be (A) delivered to the Secretary at the principal executive offices of the Company; and (B) signed by the demanding stockholders (the “Renewal Stockholders”) or a duly authorized agent of the Renewal Stockholders. (b) After receipt of a Renewal Meeting Demand in proper form and in accordance with this ‎Section 23 from Renewal Stockholders holding the Renewal Percentage, the Board shall take such actions necessary or desirable to cause the Renewal Resolution to be so submitted to a vote of stockholders at a Renewal Meeting to be convened within 90 days following the Board’s receipt of the Lessee’s Renewal Notice, Meeting Demand (the Lessor shall supply “Renewal Meeting Period”) by including a proposal relating to the Lessee in writing the Rent for the Demised Premises during adoption of the Renewal Term. Within thirty (30) days Resolution in the proxy materials of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor Company for the Renewal Term Meeting. Subject to the requirements of applicable law, the Board may take a position in which case favor of, or opposed to, the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement adoption of the Parties as Renewal Resolution, or no position with respect to the terms that shall govern during Renewal Resolution, as it determines to be appropriate in the exercise of its fiduciary duties. (c) In the event that, at the Renewal Term or (b) Meeting at which a quorum is present, a majority of the Lessee shall notify Common Stock outstanding as of the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor record date for the Renewal Term Meeting selected by the Board shall vote in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise favor of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal TermResolution, then this Rights Agreement shall, without any further action and without any notice, be renewed for a period of one (1) year. Notwithstanding anything herein to the Lessee shall be deemed to have rejected contrary, no action or vote by stockholders not in compliance with the Rent proposed by the Lessor and the Renewal Option will expire. The renewal provisions of this Lease ‎Section 23(c) shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as serve to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorrenew this Rights Agreement.

Renewal. So long as 26.1 Landlord hereby grants to Tenant the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditional right, the Lessee shall have the option exercisable at Tenant's option, to renew the term of this Lease for an additional term of five two (52) years terms (hereinafter referred to as the “each, a "Renewal Term”") subject to of sixty (60) months each. If exercised, and if the terms set out belowconditions applicable thereto have been satisfied, the first Renewal Term shall commence immediately following the end of the Lease Term provided in this Lease and the second Renewal Term shall commence immediately following the end of the first Renewal Term. The Rent for the Demised Premises during the right of renewal herein granted to Tenant with respect to each Renewal Term shall be negotiated by subject to, and shall be exercised in accordance with, the Parties at the time that the following terms and conditions: (a) Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its right of renewal option with respect to each Renewal Term by giving Landlord written notice thereof not earlier than twenty-four (hereinafter referred to as the “Renewal Option”24) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option months and not later than twelve (hereinafter referred to as the “Renewal Notice”12) not fewer than ninety (90) days months prior to the end expiration date of the then-current Lease Term. Within thirty (30) days Tenant's exercise of the Lessor’s receipt its right of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice irrevocable (except as provided in Section 26.3(a) below) and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon both Landlord and Tenant. (b) In the Parties event a renewal option notice is not given timely, Tenant's right of renewal with respect to such Renewal Term shall lapse and their respective successors and assigns upon be of no further force or effect. (c) A renewal option may be exercised either with respect to the full completion entire Premises (including all expansion space theretofore leased by Tenant) or with respect to a "Divisible Portion of the Premises" (i) execution as hereinbelow defined). Tenant's renewal option notice shall specify whether Tenant is exercising its right of renewal with respect to the entire Premises or with respect to a Divisible Portion of the Renewal Agreement by all necessary Parties; Premises, and (iiif applicable) approval shall identify the Divisible Portion of the Renewal Agreement by Premises with specificity. As used herein, the Office term "Divisible Portion of the Attorney GeneralPremises" shall mean a portion of the Premises consisting of at least seventy-five percent (75%) of the rentable area contained in the Premises at the time of Tenant's exercise of its renewal option, as all of which space shall be contiguous. In the event Tenant desires to formextend the term of this Lease with respect to a portion of the Premises consisting of less than seventy-five percent (75%) of the rentable area contained in the Premises but at least 25,000 rentable square feet, Section 26.2 below shall not apply and Landlord and Tenant may enter into negotiations with respect to the terms and conditions that would govern such an extension of the Lease Term (which terms and conditions may differ from both the economic and the Office non-economic terms set forth herein). In the event Tenant desires to extend the term of this Lease with respect to a portion of the State ComptrollerPremises consisting of less than 25,000 rentable square feet, as necessary; and (iii) delivery Landlord shall have no obligation to agree to an extension of the fully executed and approved Renewal Agreement Lease Term with respect to such a reduced portion of the Lessee by the LessorPremises.

Renewal. So long as Upon the Lessee is expiry of the Lease Period, subject to the LESSEE not then having committed any breach of the Agreement, LESSEE shall have an irrevocable right to renew the term of Lease of the Demised Property for a further period of five (5) years (“First Renewal Period”) in default under this accordance with the terms contained herein. In the event the LESSEE intends to renew the Lease beyond for the expiration First Renewal Period, the LESSEE shall give a notice in writing to the LESSOR of such intent at least six (6) months prior to expiry of the Lease Period (“Renewal Notice”). Failure to provide such Renewal Notice within the time period mentioned herein shall result in the LESSOR not being obligated to renew the term of the Lease, and upon receipt of any applicable cure periodlate Renewal Notice from LESSEE, the Lessee LESSOR may, at its own and sole discretion, agree to a renewal of the term of the Lease. In the event of any such renewal of the term of the Lease, it is agreed that all the terms on this Deed shall have be applicable (except the option Lock-in), including the terms of enhancement of Lease Consideration as set out in Clause 4 and in addition, the sharing of taxes as set out in Clause 12.4 shall become applicable. The LESSEE shall be entitled to renew this Lease seek a renewal for an additional a further term of five (5) years (hereinafter referred to as the “Renewal Term”) subject subsequent to the terms set out below. The Rent for completion of the Demised Premises during the First Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option Period (hereinafter referred to as the “Second Renewal OptionPeriod”) by notifying providing LESSOR with a Renewal Notice atleast six (6) months prior to expiry of the Lessor in writingFirst Renewal Period. However, in accordance with Section 16 the event of this Leasesuch a renewal for a Second Renewal Period, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence mutually agree upon the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement terms and condition of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor Lease and for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between such purpose the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorexecute a fresh lease deed.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee Tenant shall have the option right to renew this the Term of the Lease for an one (1) additional term period of five (5) years (hereinafter referred to as the “Renewal Term,”) by giving Landlord prior written notice nine (9) months prior to the expiration of the Term of the Lease that Tenant intends to exercise such renewal right, subject to the following conditions: (a) Tenant shall be in possession of the Premises and there shall not be a default under any of the terms set out below. The Rent for of provisions of the Demised Lease at the time such notice is given or at the time of the commencement of the Renewal Term. (b) Tenant shall occupy the Premises during the Renewal Term under the same terms and conditions as specified in the Lease, except Tenant shall be negotiated by entitled to no additional tenant improvement allowance and the Parties at Base Rent for any Renewal Term shall be the time that then Market Rate, but not less than the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred Base Rent for the Premises in effect immediately prior to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise commencement of the Renewal Option Term. (hereinafter referred to c) As used herein, the term “Market Rate” shall be initially determined by Landlord as the amount of base annual rent per square foot (including the rate of escalation) then being charged in comparable first-class office buildings located in the Central Perimeter area of Atlanta, Georgia (the “Renewal NoticeComparable Buildings”) not fewer than ninety (90) days prior for space comparable to the end Premises and taking into consideration all other relevant factors establishing similarity or dissimilarity between the comparable lease and the leasing of the Premises to Tenant for the Renewal Term, including without limitation, escalations (including type, base year and stop), concessions, length of lease term, size and location of the Premises, building standard work letter and/or tenant improvement allowances, quality and quantity of any existing tenant improvements, quality and creditworthiness of Tenant, amenities offered, location of building, the cost and provision of parking spaces, and other generally applicable concessions, allowances, terms and conditions of tenancy. Notwithstanding any provision to the contrary contained herein, the Premises shall be leased during the Renewal Term pursuant to the terms of subparagraph (b) above. The reference to the foregoing factors is illustrative only and the presence or absence of such factors shall be taken into account in determining Market Rate. (d) Within thirty (30) days after Landlord receives the notice of Tenant’s exercise of the Lessor’s receipt renewal option, Landlord shall notify Tenant of the Lessee’s Renewal Notice, proposed Market Rate. In the Lessor shall supply event that Landlord and Tenant are not able to agree as to the Lessee Market Rate within sixty (60) days of good faith negotiation, Tenant’s right of renewal as provided herein shall terminate. (e) In the event Tenant fails to timely notify Landlord in writing the Rent for the Demised Premises during manner herein specified, Tenant shall be conclusively deemed to have waived its right to enter into the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.

Renewal. So long as Upon conclusion of the Lessee is not then Initial Term, this Agreement may be renewed in default under this Lease beyond accordance with one of the expiration of any applicable cure periodfollowing two renewal term options (each a "Renewal Term" and together with the Initial Term, the Lessee shall have "Term"): (i) the option Parties may mutually agree to renew this Lease Agreement for an additional term of five a * (5*) years (hereinafter referred year term, during which Renewal Term MP will be required to as the “Renewal Term”) subject to the terms set out below. The Rent pay a guaranteed fixed payment for the Demised Premises during the Renewal Term shall and perform the cross-promotional obligations specified in Section 1 hereof, and AOL will be negotiated by obligated to undertake fixed promotional/placement obligations or (ii) AOL may, at its option, elect to renew this Agreement for successive (1) year terms (not to exceed * (*) years in the aggregate) during which MP will not be required to pay any guaranteed, fixed payment or perform the * Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. cross-promotional obligations specified in Section 1, and AOL will not be required to undertake any fixed promotional/placement obligations. If the Parties at elect to renew this Agreement pursuant to subsection (i) above, AOL and MP shall work together in good faith to mutually agree upon the time exact fixed promotional/placement obligations for the Renewal Term and the corresponding guaranteed, fixed payment. In the event that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as Parties cannot agree, despite good faith discussions, on the “Renewal Option”) by notifying exact fixed promotional/placement obligations and the Lessor in writingcorresponding guaranteed, in accordance with Section 16 fixed payment on or before the first day of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee Agreement shall respond renew pursuant to subsection (ii) above. If AOL elects to renew this Agreement pursuant to subsection (ii) above, (x) if such renewal is on an exclusive basis (as follows: set forth in Section 3 hereof), MP shall pay AOL * percent (a*%) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor Advertising Revenues for the entire Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”i.e., there is no hurdle before revenue sharing begins) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (by) if the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term renewal is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Termon a non-exclusive basis, then MP shall pay AOL the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal greater of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution * percent (*%) of the Renewal Agreement by all necessary Parties; Advertising Revenues generated during such period, or (ii) approval the greatest amount paid by MP to any other participant in an MP "affiliate program" (defined as any significant distribution partner of the Renewal Agreement by the Office of the Attorney GeneralMP), as to form, and the Office of the State Comptroller, as necessary; and or (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorprevailing industry rates for similar distribution arrangements.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5a) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer Not later than ninety (90) days twelve months prior to the end of the Lease Term or any Renewal Term, if any, as applicable, Brazos, with the consent of Agent if it is electing to renew, shall give notice to Lessee as to whether it desires to renew the lease with respect to all Properties and the terms and conditions (including the rental amounts) of any such renewal. Within thirty (30) days Not later than nine months prior to the end of the Lessor’s receipt Lease Term or Renewal Term, as applicable, Lessee shall give notice to Brazos as to whether it will renew or not renew the lease. Failure of Lessee to give such notice shall be deemed an election not to renew the lease. If the parties elect to renew the Lease Term as set forth above, Brazos will use commercially reasonable efforts to obtain financing, on terms and conditions consistent with the Credit Agreement and partnership agreement of Brazos or otherwise acceptable to Brazos and Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty So long as (30i) days no Event of Default or Event of Property Termination has occurred and is continuing, and (ii) Brazos shall have received a commitment for financing through the last day of the Lessee’s receipt Renewal Term (as defined below) from the Agent under the Credit Agreement, the lease shall be renewed for a term (the "RENEWAL TERM") equal to five (5) years in the case of the Lessor’s notification as to initial Renewal Term and one (1) year in the Rent for case of subsequent Renewal Terms commencing on the Premises during first day of the calendar month following the last day of the Lease Term or Renewal Term, as applicable, thereof; provided, however, the Lessee Lease Term or Renewal Term, as applicable, shall respond as follows: (a) not be renewed if on the Lessee shall notify first day of the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the new Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred lender(s) fails to as the “Renewal Agreement”) memorializing the agreement of the Parties as fund under its commitment pursuant to the terms that of such commitment for any reason. Lessee may give advance notice of its intention to renew this Ground Lease with respect to all Properties for successive Renewal Terms. Upon acceptance by Brazos and Agent of such successive Renewal Terms, Lessee shall govern during be bound by such renewals for the entire period of successive Renewal Term or Terms. (b) If this Ground Lease is not being renewed, Lessee shall, at its option, either (i) purchase all Properties for cash at its Acquisition Cost during the Lessee shall notify period from one (1) month before the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise end of the Renewal Option for that Renewal Lease Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then as applicable, to five (5) Business Days before the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion end of the (i) execution of the Lease Term or Renewal Agreement by all necessary Parties; Term, as applicable or (ii) approval arrange, at its own cost and expense, for all Properties to be sold for cash pursuant to SECTION 11.4 and with the consequences therein provided during the period from six (6) months before the end of the Lease Term or Renewal Agreement by Term, as applicable, to one (1) month before the Office end of the Attorney GeneralLease Term or Renewal Term, as applicable. Not later than eight months prior to form, and the Office end of the State ComptrollerLease Term or Renewal Term, as necessary; and (iii) delivery applicable, Lessee shall give notice to Brazos of its election to either purchase or arrange for the sale of all of the fully executed and approved Renewal Agreement Property to a third party. Any notice given by Lessee pursuant to the preceding sentence shall be irrevocable, except that Lessee by may revoke the Lessorelection to have a Property sold to a third party if Lessee purchases such Property.

Renewal. So long as the (a) Provided that Lessee is not then in default under this Lease beyond the expiration has theretofore given notice to Brazos and Agent of any applicable cure period, the Lessee shall have the option Lessee's desire to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer later than ninety (90) days nine months prior to the end of the Lease Term or six months prior to the end of a Renewal Term, if any, as applicable, Brazos, with the consent of Agent, shall give notice to Lessee as to whether it desires to renew the lease with respect to all Facilities and all FF&E and the terms and conditions (including the rental amounts) of any such renewal. Within thirty (30) days Not later than six months prior to the end of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply Lease Term or four months prior to the end of a Renewal Term, as applicable, Lessee in writing shall give notice to Brazos as to whether it will renew or not renew the Rent lease for each Facility for which Brazos has offered to renew the Demised Premises during lease. Failure of Lessee to give such notice shall be deemed an election not to renew the lease. If the parties elect to renew the Lease Term as set forth above, Brazos will use commercially reasonable efforts to obtain financing, on terms and conditions consistent with the Credit Agreement and partnership agreement of Brazos or otherwise acceptable to Brazos and Lessee, for the Renewal Term. Within thirty So long as (30i) days no Event of Default or Event of Facility Termination has occurred and is continuing beyond any applicable grace or curative period, (ii) Brazos shall have received a commitment for financing on terms satisfactory to Brazos and Lessee through the last day of the Lessee’s receipt of Renewal Term (as defined below) from the Lessor’s notification as to Agent under the Rent for the Premises during the Renewal TermCredit Agreement or from a third party, the and (iii) Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of elect to renew this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon renewed for a term (the Parties and their respective successors and assigns upon "RENEWAL TERM") equal to one year commencing on the full completion first day of the (i) execution calendar month following the last day of the Lease Term or Renewal Agreement by all necessary PartiesTerm, as applicable, thereof; (ii) approval PROVIDED, HOWEVER, the Lease Term or Renewal Term, as applicable, shall not be renewed if on the first day of the new Renewal Agreement by Term the Office of the Attorney General, as lender(s) fails to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement fund under its commitment pursuant to the terms of such commitment for any reason. Lessee by the Lessor.may give advance notice of its intention to renew this Facilities Lease with respect to all Facilities and all FF&E for successive Renewal

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of (i) If any applicable cure period, the Lessee shall have the option Party wishes to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term Agreement so that it shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to continue after the end of the Term. Within thirty (30) days Initial Term through the end of the Lessor’s receipt Renewal Period commencing on December 1, 2006, Calpine or any Calpine Transaction Party, on the one hand, or Bear Stearns or CalBear, on the other hand, shall deliver a notice settixx xxxxh the intention of such Party and its Affiliates that are Parties to renew this Agreement (the "Renewal Notice") through the Renewal Period ending February 28, 2007, which Renewal Notice shall be delivered on or before August 31, 2006. (ii) If this Agreement has been renewed so that it continues after the end of the Lessee’s Initial Term, and if any Party wishes to renew this Agreement so that it shall continue after the end of the latest Renewal Period for which this Agreement has previously been renewed (the "Latest Renewal Period"), then Calpine or any Calpine Transaction Party, on the one hand, or Bear Stearns or CalBear, on the other hand, shall deliver a Renewal Xxxxxx setting forth the intention of such Party and its Affiliates that are Parties to renew this Agreement through the end of the Renewal Period immediately following the Latest Renewal Period, which notice shall be given on or before the day immediately preceding the first day of the Latest Renewal Period. (iii) A Renewal Notice may set forth the intention of Calpine or any Calpine Transaction Party, on the one hand, or Bear Stearns or CalBear, on the other hand, to renew this Agreement xxx xxx number of Renewal Periods following the end of the Initial Term or the end of the Latest Renewal Period, as applicable (and, in such case, such Renewal Notice shall serve as the Renewal Notice for each such Renewal Period, unless such Renewal Notice is withdrawn with respect to any Renewal Period (and all subsequent Renewal Periods contained in such Renewal Notice, the Lessor shall supply if any) on or prior to the Lessee date such Renewal Notice would otherwise be due for such Renewal Period, except as set forth in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30Section 16.3(a) days of the Lessee’s receipt of the Lessor’s notification below), as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed determined by the Lessor for the Party delivering such notice in its sole discretion. A form of Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to Notice is attached hereto as the “Exhibit F. Each Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee Notice shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and delivered in any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessormanner provided in Section 18.2.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option 26.1 Landlord hereby grants to renew this Lease for an additional term of Tenant three (3) successive five (5) years (hereinafter referred to as the “Renewal Term”) 5)-year renewal options, each exercisable at Tenant's option and subject to the terms set out belowconditions described below (each such five-year term, if exercised, being referred to herein as a "RENEWAL TERM"). If exercised, and if the conditions applicable thereto have been satisfied, the first Renewal Term shall commence immediately following the end of the Lease Term provided in this Lease (as it may be extended pursuant to Section 2.3 hereof), the second Renewal Term shall commence immediately following the end of the first Renewal Term, and the third Renewal Term shall commence immediately following the end of the second Renewal Term. The Rent for the Demised Premises during the right of renewal herein granted to Tenant with respect to each Renewal Term shall be negotiated by subject to, and shall be exercised in accordance with, the Parties at the time that the following terms and conditions: (a) Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its right of renewal option with respect to each Renewal Term by giving Landlord written notice thereof not earlier than twenty-four (hereinafter referred to as the “Renewal Option”24) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option months and not later than twelve (hereinafter referred to as the “Renewal Notice”12) not fewer than ninety (90) days months prior to the end expiration date of the then-current Lease Term. Within thirty (30) days Ten- ant's exercise of the Lessor’s receipt its right of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice irrevocable (except as provided in Section 26.3(a) below) and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon both Landlord and Tenant. (b) In the Parties event a renewal option notice is not given timely, Tenant's right of renewal with respect to such Renewal Term shall lapse and their respective successors and assigns upon be of no further force or effect. (c) A renewal option may be exercised either with respect to the full completion entire Building Premises or with respect to a Divisible Portion of the Building Premises (i) execution as defined below), but may not, in any event, be exercised with respect to the Phase II Land or the Phase III Land. Tenant's renewal option notice shall specify whether Tenant is exercising its right of renewal with respect to the entire Building Premises or with respect to a Divisible Portion of the Renewal Agreement by all necessary Parties; Building Premises, and (iiif applicable) approval shall identify the Divisible Portion of the Renewal Agreement by Building Premises with specificity. As used herein, the Office term "DIVISIBLE PORTION OF THE BUILDING PREMISES" shall mean a portion of the Attorney GeneralBuilding Premises designated by Tenant, as to form, and the Office consisting of two (2) or more contiguous full floors of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorBuilding.

Renewal. So long as the Lessee a) If Tenant is not then in default under and has not been in material default hereunder and has not assigned this Lease beyond or subleased all or any portion of the expiration Premises other than as may be permitted in Section 8.01 of any applicable cure periodthe Lease, the Lessee then Tenant shall have the option to renew extend the Term for one (1) additional five (5) year period commencing on the day next following the Termination Date ("Extended Term") by giving written notice of said extension to Landlord not later than nine (9) months prior to the Termination Date, time being of the essence. b) The Extended Term shall be for the period of Lease Months 121 to 180. c) If Tenant exercises its option to extend the Term for an Extended Term, then, not later than fifteen (15) days thereafter (or, if later, not later than seventy-five (75) days prior to the expiration of the Term), Landlord shall notify Tenant in writing ("Landlord's Rental Notice") of its determination of the Prevailing Rental (as defined herein) for the Premises for the Extended Term. Tenant shall notify Landlord not later than fifteen (15) days after receipt of Landlord's Rental Notice that it elects either (i) to accept Landlord's determination of the Prevailing Rental, (ii) to rescind the exercise of its option to extend or (iii) to elect to have the Prevailing Rental determined by appraisal in accordance with subparagraph (f) below. If Tenant fails to so elect, it shall be deemed to have rescinded the exercise of its option to extend. If the Term is extended it shall be so extended on the same terms and conditions then set forth in this Lease except that (v) the Annual Base Rent during the Extended Term shall be equal to the Prevailing Base Rental Rate (as defined herein) set forth in Landlord's Rental Notice or by the number of rentable square feet in the Premises, (x) Tenant shall receive the benefit of the Prevailing Rental Concessions (as defined herein), if any, set forth in Landlord's Rental Notice, (y) Tenant shall pay Additional Rent in the manner set forth in this Lease, and (z) this Lease shall be modified to incorporate any Other Prevailing Rental Terms (as defined herein) set forth in Landlord's Rental Notice; PROVIDED, HOWEVER in no event shall the Annual Base Rent after adjustment for Prevailing Rental Concessions during the Extended Term be LESS than the Base Rent per square foot of Net Rentable Area on the Termination Date. d) Landlord and Xxxxxx shall enter into a written supplement to this Lease confirming the terms, conditions and provisions applicable during the Extended Term as determined in accordance with the provisions of this Section. If Tenant fails to timely exercise its option to extend the Term for the Extended Term, then this Lease shall expire by its terms on the expiration of the Term. e) For purposes of this Lease, the "Prevailing Rental" shall be the rental for comparable space located near the Honolulu airport, determined by Landlord, taking into consideration the class of building, size, location, zoning and degree of improvements included in the space in question and for the length of term comparable to the term of the lease in question. The Prevailing Rental shall consist of an additional term annual base rental rate per rentable square foot ("Prevailing Base Rental Rate") and shall include or take into account the following rental related terms: (i) rent concessions such as rental abatements, construction allowances and other concessions ("Prevailing Rental Concessions"), (ii) periodic adjustments or additions to a fixed annual rent based on a share of taxes and Operating Expenses and (iii) periodic increases in rent and other then prevailing rental related terms, conditions and components of rent ("Other Prevailing Rental Terms"). f) If Landlord or Tenant desires to invoke the appraisal procedure set forth in this Section, the party invoking the appraisal procedure shall give a notice ("Appraisal Notice") to the other party, stating that the party sending the Appraisal Notice desires to meet within fourteen (14) days to attempt to agree on a single appraiser to determine the Base Market Rent. The appraiser (i) shall be MAI certified, (ii) shall have a minimum of five (5) years experience in the City of Honolulu in real estate leasing or appraisal of leases in office and warehouse buildings in Honolulu, and (hereinafter referred iii) shall not have conducted within the previous three years and shall not be presently conducting a material amount of business with either Landlord or Tenant or their affiliates or otherwise have a financial interest in or with either Landlord or Tenant or their affiliates and shall be otherwise independent ("Appraiser Qualifications"). If Tenant and Landlord are unable to as agree upon a single appraiser within fifteen(15) days of the “Renewal Term”giving of the Appraisal Notice, then Landlord and Tenant shall draw by lot to determine which of them ("First Party") subject shall within the following seven (7) days provide the other ("Second Party") with the names and qualifications of five appraisers who are acceptable to the terms set out belowFirst Party and who meet the Appraiser Qualifications. Such list shall be accompanied by a statement of all business conducted by each such proposed appraiser with the First Party within the previous three years. The Rent Second Party within seven (7) days thereafter shall select one of the five appraisers and shall notify the First Party in writing of its selection. The appraiser so selected shall be the appraiser hereunder. The parties shall share equally the cost of the appraiser. Within ten (10) days following the selection of the appraiser, Landlord and Tenant shall each notify the other (but not the appraiser) of their determination of the Prevailing Rental for the Demised Premises during applicable Extended Term. During the Renewal Term next seven (7) days following said 10-day period, both Landlord and Xxxxxx shall prepare a written critique of the other's determination and on the seventh day, Xxxxxxxx's and Xxxxxx's determinations (as originally submitted to the other party, with any modification or additions whatsoever permitted) and Landlord's and Xxxxxx's critique shall be negotiated by submitted to the Parties at appraiser. Within fifteen (15) days thereafter, the time that appraiser shall decide in writing whether Xxxxxxxx's or Xxxxxx's determination of the Tenant exercises its renewal option considering all relevant factorsPrevailing Rental is more correct and shall state in detail the reasons therefor. The Lessee appraiser shall exercise its renewal option (hereinafter referred be empowered to choose only the Landlord's or the Tenant's determinations, and shall reach no other or compromise decision. The appraiser's decision shall be final, conclusive and binding on Landlord and Tenant. g) Except as set forth in this Section, Landlord shall have no obligation to extend or renew this Lease, or to enter into another lease of the “Renewal Option”) by notifying the Lessor in writing, in accordance Premises with Section 16 Tenant upon expiration of this Lease. Upon expiration of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Noticeor if this Lease is extended, the Lessor shall supply Extended Term, Landlord may lease the Premises to the Lessee in writing the Rent whomever it chooses for the Demised Premises during operation therein of a business that is the Renewal Term. Within thirty (30) days of same as or different from that operated by Tenant in the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorPremises.

Renewal. So long as (a) Subject to the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditions set forth herein, the Lessee ------- shall have the option (the "Renewal Option") by written request (the "Renewal -------------- ------- Request") to the Lessor and the Agent (which request the Agent shall promptly ------- forward to each Participant) given not later than 180 days prior to the Initial Expiration, to renew this Lease the Term for an additional term of five one-year period commencing on the date following the Expiration Date then in effect. No later than the date (5the "Renewal Response Date") years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than which is ninety (90) days prior after such request has been delivered to the end each of the Term. Within thirty (30) days of Lessor and the Lessor’s receipt of the Lessee’s Renewal NoticeAgent, the Lessor shall supply to will notify the Lessee in writing the Rent for the Demised Premises during the (with a copy to Agent) whether or not it consents to such Renewal Term. Within thirty Request (30) days of the Lessee’s which consent may be granted or denied in its sole discretion and may be conditioned on receipt of the Lessor’s notification such financial information or other documentation as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed may be specified by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing including without limitation a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement satisfactory appraisal of the Parties as to the terms Property), provided that shall govern during the Renewal Term or (b) the Lessee shall notify if the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails fail to notify the Lessor within said thirty (30) day period that it either accepts Lessee on or rejects the proposed Rent for the Premises during prior to the Renewal TermResponse Date, then the Lessee it shall be deemed to have rejected denied such Renewal Request. If the Rent proposed Lessor shall have consented to the Renewal Request, the Renewal Term contemplated by such request shall become effective as of the Expiration Date then in effect after the Lessor has consented to such Renewal Request (each an "Extension Effective Date"); provided that such renewal shall ------------------------ be subject to and conditioned upon the following: (A) on both the Extension Effective Date and the date of the Renewal Request, (i) no Lease Default or Lease Event of Default shall have occurred and be continuing, and (ii) the Lessor and the Agent shall have received a Responsible Officer's Certificate of the Lessee as to the matters set forth in clause (i) above, ---------- (B) the Lessee shall not have exercised the Remarketing Option, and (C) the Participants shall have agreed to extend the Maturity Date contemporaneously therewith pursuant to Section 3.6 of the Participation Agreement such that the Renewal Option Term will expire. The renewal expire on the same date as the extended Maturity Date. (b) Any Renewal Term of this Lease shall be binding on the same terms and conditions as are set forth in this Lease for the original Term, with such modifications thereto, if any, as the parties hereto and to the other Operative Documents may negotiate based upon the Parties current credit information regarding the Lessee, interest rates and their respective successors and assigns upon such other factors as the full completion of the (i) execution of the Lessor may consider relevant. No more than two Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorTerms shall be permitted hereunder.

Renewal. So long as the Lessee Provided there is not then in default an existing Event of Default under this Lease beyond the expiration of any applicable cure periodLease, the Lessee Tenant shall have the option to renew the term of this Lease for an additional term one period of five (5) additional years (hereinafter referred to as the “"Renewal Term”) subject "), to commence at the terms set out below. The Rent for expiration of the Demised Premises initial term hereof; provided that Tenant shall have the right to terminate this Lease at the end of any calendar month during the Renewal Term shall be negotiated by the Parties giving Landlord at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option least twelve (hereinafter referred to as the “Renewal Option”12) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, months prior written notice of its exercise of the Renewal Option such option. Tenant shall exercise its option to renew by delivering written notice of such election to Landlord not more than twelve (hereinafter referred to as the “Renewal Notice”12) months and not fewer less than ninety nine (909) days months prior to the end expiration of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expireinitial term hereof. The renewal of this Lease shall be binding upon the Parties same terms and their respective successors and assigns upon the full completion of the conditions set forth herein, except (i) execution the Base Rent during the Renewal Term shall be calculated based on the prevailing "Market Base Rental Rate" (as hereinafter defined) at the time the Renewal Term commences, but in no event less than the Base Rent that Tenant is then paying under the terms of this Lease, (ii) there shall be a corresponding adjustment of Base Year Taxes and Base Year Insurance Premiums to the levels incorporated in the determination of the Market Base Rental Rate, (iii) Tenant shall have no option to renew this Lease beyond the expiration of the Renewal Agreement by all necessary Parties; Term, and (iiiv) approval the leasehold improvements will be provided in their then-existing condition (on an "as is" basis) at the time the Renewal Term commences. Notwithstanding the foregoing, Tenant shall have no right to exercise such option to renew, and Landlord shall have no obligation to renew this Lease, unless (A) this Lease shall be in full force and effect on the date of the Renewal Agreement by exercise of such renewal option and the Office date of the Attorney General, as to formexpiration of the initial term, and (B) on the Office date of the State Comptroller, as necessary; and (iii) delivery expiration of the fully executed initial term there shall not be an Event of Default under this Lease. If Tenant shall fail timely to exercise such option to renew or if Tenant is not permitted to exercise such option to renew, this Lease shall expire at the expiration of the initial term and approved Renewal Agreement Tenant shall have no further right thereafter to renew this Lease or to thereafter maintain any interest whatsoever in the Lessee by the LessorPremises.

Renewal. So long as the Lessee (a) Provided that Tenant is not then in default under this the Lease beyond the expiration of applicable notice and cure periods on the date Tenant delivers Tenant’s Renewal Notice (as hereinafter defined) or at any applicable cure periodtime thereafter through the commencement date of a Renewal Term (as hereinafter defined), the Lessee Tenant shall have the option to renew this Lease for an additional term of five two options (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the each a “Renewal Option”) to renew the Lease for seven year terms (each such seven year term a “ Renewal Term”) at the rent and upon the other terms set forth below by notifying delivering notice to Landlord (“Tenant’s Renewal Notice”) exercising the Lessor in writing, in accordance with Section 16 Renewal Option within 180 days prior to the scheduled expiration of this Lease, . Time shall be of its the essence with respect to Tenant’s exercise of the Renewal Option (hereinafter referred to as the “and delivery of Tenant’s Renewal Notice. Landlord shall deliver a notice to Tenant (“Landlord’s Reminder”) not fewer no earlier than ninety 5 months, and no later than 4 months prior to the date by which Tenant must deliver Tenant’s Renewal Notice, provided that Landlord shall have no liability for failure to deliver Landlord’s Reminder beyond allowing Tenant to exercise Tenant’s Renewal Notice within forty-five (9045) days following delivery of Landlord’s Reminder notwithstanding that such period may be less than 180 days prior to the end scheduled expiration of this Lease. In the Term. Within thirty (30) days of the Lessor’s receipt of the Lesseeevent that Tenant shall fail to deliver Tenant’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, Notice in accordance with Section 16 of this Leasethe provisions hereof, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee Tenant shall be deemed to have rejected the Rent proposed by the Lessor and forever waived its right to exercise the Renewal Option will expireOptions, and Tenant shall have no further right to renew or extend the term of the Lease. The renewal Promptly after delivery of Tenant’s Renewal Notice, or failure by Tenant to deliver Tenant’s Renewal Notice, Landlord and Tenant shall execute and deliver an instrument reasonably satisfactory to both parties stating that Tenant has or has not exercised a Renewal Option. (b) Upon Landlord’s receipt of Tenant’s Renewal Notice in accordance with the requirements of this Section, the Lease, subject to the provisions of this Section, shall be automatically extended for the Renewal Term with the same force and effect as if the Renewal Term had been originally included in the term of the Lease, except that the Basic Rent under the Lease shall be binding equal to the following: Lease Years 11 – 17 $ 9.00 $ 577,422.00 $ 48,118.50 Lease Years 18 – 24 $ 10.00 $ 641,580.00 $ 53,465.00 There shall be no rent concessions or obligation of Landlord to perform or pay for any work during the Renewal Term. (c) The Renewal Options shall automatically terminate and become null, void and of no force and effect upon the Parties and their respective successors and assigns upon earlier to occur of (1) the full completion expiration or earlier termination of the Lease pursuant to law or the express terms of this Lease, or (i2) execution the failure of the Tenant to timely and properly exercise a Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorOption.

Renewal. So long as the Lessee (A) Provided Tenant is not then neither in default at the time of exercise nor has Tenant ever incurred an Event of Default (irrespective of the fact that Tenant cured such Event of Default) of any monetary obligations under this Lease, and Tenant (together with any affiliates thereof) is fully occupying the Premises and the Lease beyond the expiration of any applicable cure periodis in full force and effect, the Lessee Tenant shall have the option right to renew this Lease for an additional one (1) term of five (5) years beyond the end of the initial Term (hereinafter referred to as the “"Renewal Term”"). Tenant shall furnish written notice of intent to renew one (1) subject year prior to the terms set out belowexpiration of the applicable Term, failing which, such renewal right shall be deemed waived; time being of the essence. The Rent for the Demised Premises terms and conditions of this Lease during the Renewal Term shall be negotiated by the Parties at the time remain unchanged except that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the annual Fixed Rent for the Demised Premises during Renewal Term shall be the Renewal Termgreater of (i) the Fixed rent for the term expiring, and (ii) Fair Market Rent (as such term is hereinafter defined). Within thirty (30) days All factors regarding Additional Rent shall remain unchanged, and no Tenant Allowance shall be included in the absence of further agreement by the Lessee’s receipt of the Lessor’s notification as parties. Anything herein contained to the Rent for contrary notwithstanding, Tenant shall have no right to renew the Premises during term hereof other than or beyond the one (1) consecutive five (5) year term hereinabove described. Notwithstanding anything herein to the contrary, the Tenant acknowledges and agrees that it shall be bound to the Renewal Term, subject only to the Lessee shall respond as follows: (a) determination of Fair Market Rent, upon delivery to Landlord of the Lessee shall notify aforementioned notice of intent to renew, and each party further agrees to execute prior to the Lessor in writingexpiration of the then expiring term hereof, in accordance with Section 16 of an appropriate amendment to this Lease, within in form and content satisfactory to both Landlord and Tenant, in their respective reasonable judgments, memorializing the said thirty (30) day period that it accepts extension of the Rent proposed by the Lessor term hereof for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the ensuing Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.

Renewal. So long as the Lessee is not then in default under this Lease beyond (a) Notice of Renewal or Purchase. Not more than 720 nor less ----------------------------- than 540 days prior to the expiration of any applicable cure periodthe Basic Term, the but in no event before Lessee shall have received the option to renew this Lease for an additional term of five Subsequent Appraisal (5provided Lessee ordered it as provided in Section 20(c), below) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The "Preliminary Notice Expiration Date"), ---------------------------------- Lessee shall exercise its renewal option give Lessor notice (hereinafter referred the "Preliminary Notice") of Lessee's ------------------ irrevocable intention to as either purchase pursuant to Section 19(a)(i), or renew the “Renewal Option”Lease pursuant to Section 18(b) by notifying the Lessor in writingrespect of, in accordance with Section 16 of this Lease, of its exercise all but not less than all of the Renewal Option Transponders. If Lessee gives the Preliminary Notice, then not less than one hundred eighty (hereinafter referred 180) days before the expiration of the Basic Term with respect to as a purchase of Transponders or renewal of the “Renewal Notice”) not fewer than ninety Lease or one hundred eighty (90180) days prior to the end of the Term. Within thirty Renewal Term with respect to a purchase of Transponders (30the "Final Notice Expiration Date"), Lessee shall give Lessor ---------------------------- notice of its irrevocable election (the "Final Notice") days of one of the Lessor’s receipt following ------------ options: (i) to renew this Lease at the end of the Lessee’s Renewal Notice, the Lessor shall supply Basic Term pursuant to the Lessee in writing the Rent Section 18(b) for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (bii) to purchase the Transponders pursuant to Section 19(a)(i) at the end of the Basic Term or of the Renewal Term. If Lessee shall notify fail timely to deliver the Lessor in writingPreliminary Notice, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the then Lessee shall be deemed without further notice and without further agreement between the Parties not to have elected not to exercise its option for said Renewal Term renew this Lease or purchase the Transponders, and promptly thereafter, but in any prior exercise case within 30 days after the Preliminary Notice Expiration Date, shall provide Lessor with the names, last known business addresses and telephone numbers of the Renewal Option for that Renewal Term is deemed revokedPersons using any Transponders pursuant to a Use Agreement (not including any Occasional Use Service Contract). If Lessee shall fail to deliver the Lessee fails to notify Final Notice as required above after having delivered the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal TermPreliminary Notice, then the Lessee shall be deemed to have rejected elected to purchase the Rent proposed by the Lessor and the Renewal Option will expireTransponders pursuant to Section 19(a)(i). The renewal notice requirements of this Lease Section 18(a) shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (inot apply to Lessee's right to purchase any Transponders pursuant to Sections 19(a)(ii) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorthrough 19(a)(iv).

Renewal. So long as the Lessee is not then in default under If this Lease beyond has not been terminated and if an Event of Default on the expiration part of any applicable cure periodTenant does not exist at the time of Renewal Notice (defined below) or the commencement of a Renewal Term (defined below), Tenant may at its option extend the Lessee shall have the option to renew this Initial Lease Term for an three (3) additional term periods of five (5) years (hereinafter referred to as the each a “Renewal Term”) ), subject to all the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 provisions of this Lease, of its exercise by giving written notice to Landlord no sooner than eighteen (18) months prior to expiration of the Initial Lease Term or any Renewal Option Term (hereinafter referred to as the “Renewal Notice”) not fewer and no later than ninety nine (909) days months prior to the end expiration of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Initial Lease Term or any Renewal Term. Within thirty (30) days of the LesseeXxxxxxxx’s receipt of a Renewal Notice from Tenant, Landlord shall coordinate a meeting with Tenant to review the Lessor’s notification Leased Premises for inspection purposes. In the event that Landlord, in its reasonable discretion, deems that Tenant has not maintained the Leased Premises in clean, attractive condition and in good repair, as and to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 extent required by Sections 8.2 and 8.4 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing as a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as condition precedent to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 commencement of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the a Renewal Term, then Landlord may require Tenant to perform or have performed such routine maintenance as is necessary to cause the Lessee shall Leased Premises to be deemed in good repair by providing reasonable written notification to have rejected Tenant outlining the Rent proposed specific maintenance work to be made; provided that such notice must be provided to Tenant no later than three (3) months prior to the commencement of the applicable Renewal Term. Failure of Tenant to comply with any such required maintenance to the Leased Premises by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion commencement date of the (i) execution applicable Renewal Term shall result in a forfeiture of the Tenant’s Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorNotice.

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option to renew this Lease for an additional term of five (5a) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer Not later than ninety (90) days twelve months prior to the end of the Lease Term or any Renewal Term, if any, as applicable, Brazos, with the consent of Agent if it is electing to renew, shall give notice to Lessee as to whether it desires to renew the lease with respect to all Facilities and all FF&E and the terms and conditions (including the rental amounts) of any such renewal. Within thirty (30) days Not later than nine months prior to the end of the Lessor’s receipt Lease Term or Renewal Term, as applicable, Lessee shall give notice to Brazos as to whether it will renew or not renew the lease. Failure of Lessee to give such notice shall be deemed an election not to renew the lease. If the parties elect to renew the Lease Term as set forth above, Brazos will use commercially reasonable efforts to obtain financing, on terms and conditions consistent with the Credit Agreement and partnership agreement of Brazos or otherwise acceptable to Brazos and Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty So long as (30i) days no Event of Default or Event of Facility Termination has occurred and is continuing, and (ii) Brazos shall have received a commitment for financing through the last day of the Lessee’s receipt Renewal Term (as defined below) from the Agent under the Credit Agreement, the lease shall be renewed for a term (the "RENEWAL TERM") equal to five (5) years in the case of the Lessor’s notification as to initial Renewal Term and one year in the Rent for case of subsequent Renewal Terms commencing on the Premises during first day of the calendar month following the last day of the Lease Term or Renewal Term, as applicable, thereof; provided, however, the Lessee Lease Term or Renewal Term, as applicable, shall respond as follows: (a) not be renewed if on the Lessee shall notify first day of the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the new Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred lender(s) fails to as the “Renewal Agreement”) memorializing the agreement of the Parties as fund under its commitment pursuant to the terms that of such commitment for any reason. Lessee may give advance notice of its intention to renew this Facilities Lease with respect to all Facilities and all FF&E for successive Renewal Terms. Upon acceptance by Brazos and Agent of such successive Renewal Terms, Lessee shall govern during be bound by such renewals for the entire period of successive Renewal Term or Terms. (b) If this Facilities Lease is not being renewed, Lessee shall, at its option, either (i) purchase all Facilities and all FF&E for cash at their respective Acquisition Cost during the Lessee shall notify period from one (1) month before the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise end of the Renewal Option for that Renewal Lease Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then as applicable, to five (5) Business Days before the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion end of the (i) execution of the Lease Term or Renewal Agreement by all necessary Parties; Term, as applicable or (ii) approval arrange, at its own cost and expense, for all Facilities and all FF&E to be sold for cash pursuant to SECTION 11.4 and with the consequences therein provided during the period from six (6) months before the end of the Lease Term or Renewal Agreement by Term, as applicable, to one (1) month before the Office end of the Attorney GeneralLease Term or Renewal Term, as applicable. Not later than eight months prior to form, and the Office end of the State ComptrollerLease Term or Renewal Term, as necessary; and (iii) delivery applicable, Lessee shall give notice to Brazos of its election to either purchase or arrange for the sale of all of the fully executed Facilities and approved Renewal Agreement FF&E to a third party. Any notice given by Lessee pursuant to the preceding sentence shall be irrevocable, except that Lessee by may revoke the Lessor.election to have a Facility or FF&E sold to a third party if Lessee purchases such Facility or FF&E.

Renewal. So long as (a) Provided no Event of Default is existing at the Lessee time of exercise nor at the commencement of the applicable Renewal Term, and Tenant is not then fully occupying the Premises and the Lease is in default under this Lease beyond the expiration of any applicable cure periodfull force and effect, the Lessee Tenant shall have the option right to renew this Lease (the “Renewal Option”) for an additional term two (2) terms of five (5) years each beyond the end of the initial Term or subsequent Renewal Term (hereinafter referred to as the each, a “Renewal Term”) subject to the terms set out below). The Rent for the Demised Premises during the Renewal Term Tenant shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option furnish written notice (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety of intent to renew nine (909) days months prior to the end expiration of the initial Term or applicable Renewal Term, failing which, such renewal right shall be deemed waived; time being of the essence. The terms and conditions of this Lease during each Renewal Term shall remain unchanged except that the Minimum Rent for the Renewal Term shall be equal to ninety-five percent (95%) of the then current Fair Market Value (as defined below). (b) Promptly after Landlord’s receipt of the Renewal Notice, Landlord and Tenant shall negotiate in good faith to determine Fair Market Value for the applicable Renewal Term. In the event Landlord and Tenant cannot mutually agree to the Fair Market Value within thirty (30) days after Landlord’s receipt of the Renewal Notice, then the parties shall determine Fair Market Value in accordance with the procedure set forth in Section 46(c) below. (c) In the event Landlord and Tenant cannot mutually agree on the Fair Market Value within thirty (30) days after Landlord’s receipt of Tenant’s Renewal Notice, Tenant may either (i) revoke by written notice to Landlord Tenant’s Renewal Notice or (ii) require by written notice to Landlord that the determination of Fair Market Value to be made by a certified Member of the Appraisal Institute (the “Determination Notice”). Such appraiser shall be mutually agreed to by Landlord and Tenant within fifteen (15) days following Landlord’s receipt of the Determination Notice. If Landlord and Tenant cannot agree on an appraiser, either may apply to the Superior Court of Mxxxxx County for the appointment of such an appraiser. Such appointed appraiser must be a person who has not previously acted in any capacity for either Landlord or Tenant and has a minimum of ten (10) years’ full-time commercial appraisal experience of office space rent in the Princeton, NJ area. Within thirty (30) days of appointment, Landlord and Tenant shall submit sealed Fair Market Value requested valuations, which the Lessor’s receipt of the Lessee’s Renewal Noticeappraiser shall then simultaneously reveal to Landlord and Tenant. The appraiser will, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty within forty-five (3045) days of appointment, review both the LesseeLandlord’s receipt and Tenant’s requested valuations and such other information as the appraiser deems necessary, and will decide which of the Lessor’s notification as two is closer to the Rent actual Fair Market Value. The appraiser will not establish the appraiser’s own Fair Market Value; instead, the appraiser must select either the Landlord’s or Tenant’s valuation and will immediately notify the parties of the selection. The Fair Market Value requested by Landlord or Tenant, and selected as the one closer to the actual Fair Market Value by the appraiser, will be the Fair Market Value used for the purposes of this Section. (d) For purposes of determining the Fair Market Value, the “Fair Market Value” means what a landlord under no compulsion to lease the Premises during and a tenant under no compulsion to lease the Premises would determine as rents (including initial Minimum Rent and rental increases as well as the base year for Real Estate Taxes and Annual Operating Costs and free rent and tenant improvement costs and allowances) for the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 commencement of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then taking into consideration the Lessee shall be deemed to have rejected uses permitted under the Rent proposed by Lease, the Lessor quality, size, design and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion location of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to formPremises, and the Office of rent for comparable first-class space located in the State Comptroller, as necessary; Township and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorsurrounding areas. The Fair Market Value shall be based on a per square foot basis.

Renewal. So long as Landlord hereby grants to Tenant the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditional right, the Lessee shall have the option to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties exercisable at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option Tenant’s option, (hereinafter referred to as the “Renewal Option”) to renew the term of this Lease for two (2) terms of six (6) months each (each such term is hereinafter referred to as the “Renewal Term”). If exercised, and if the conditions applicable thereto have been satisfied, each Renewal Term shall commence immediately following the end of the Term, as so extended. The rights of renewal herein granted shall be applicable only to the entire Premises then leased by notifying Tenant and shall be subject to all of the Lessor terms and conditions contained in writing, in accordance with Section 16 of this Lease, except this Paragraph 5 and except that the Base Rent for each six (6) month Renewal Term shall be Two Hundred Eighty Four Thousand Seven Hundred Two Dollars and Seventy Five Cents ($284,702.75) payable in equal monthly installments in the amount of Forty Seven Thousand Four Hundred Fifty Dollars and Five Cents ($47,450.05) on the first day of each Renewal Term and on the first day of each and every month thereafter in each applicable Renewal Term. The rights of renewal herein granted are in lieu of any rights of renewal, extension and expansion contained in the Lease, and except as set forth in this Paragraph 5, Tenant agrees that it shall have no other rights to extend the Term or lease additional premises. The rights of renewal herein granted to Tenant shall be subject to, and shall be exercised in accordance with, the following terms and conditions: A. Tenant shall exercise its exercise right of renewal with respect to the Renewal Option Term by giving Landlord written notice (hereinafter referred to as the “Renewal NoticeNotice ”) thereof not fewer later than ninety three (903) days months prior to the end expiration of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 then-current Term of this Lease. B. The Renewal Option herein granted shall automatically terminate upon the earliest to occur of: (i) the expiration or termination of this Lease; (ii) the termination of Tenant’s right to possession of the premises; (iii) the assignment of this Lease or subletting by Tenant of any portion of the Premises; or (iv) the failure of Tenant to timely or properly exercise the Renewal Option. C. If an Event of Default exists under this Lease on the date Tenant sends a renewal notice or any time thereafter until the applicable Renewal Term is to commence, within then, at Landlord’s election, the said thirty (30) day period that it accepts Renewal Term shall not commence and the Rent proposed term of this Lease shall expire at the expiration of the then-current term of this Lease. D. Tenant agrees to accept the premises to be covered by the Lessor for this Lease during the Renewal Term in which case the Parties an “as is” physical condition and Tenant shall commence the process of executing a renewal agreement (hereinafter referred not be entitled to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term receive any allowance, credit, concession or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor payment from Landlord for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorimprovement thereof.

Renewal. So long as the Lessee (a) Provided (i) there is not an uncured default by Tenant (for which Landlord has notified Tenant and provided a reasonable cure period) then in default existing at the time of exercise of the renewal option or at the time of commencement of the Renewal Term (as hereinafter defined), (ii) Tenant, its approved assignee or its approved subtenant (including, without limitation, any transferee under Section 12(j) above), is occupying at least two full floors of the total net rentable area of the Premises (consisting of approximately 42,000 square feet of rentable floor area), and (iii) this Lease beyond the expiration of any applicable cure periodis in full force and effect, the Lessee shall have the option to Tenant may renew this Lease for an additional term two (2) term(s) (each a “Renewal Term”) of five (5) years (hereinafter referred to as each beyond the “end of the initial Term or then expiring Renewal Term”. Tenant shall furnish written notice of intent to renew no later than twelve (12) subject months prior to the expiration of the initial Term, or then expiring Renewal Term, failing which, such renewal right shall be deemed waived; time being of the essence. (b) The terms set out below. The and conditions of this Lease during each Renewal Term shall remain unchanged except that (i) the annual Fixed Rent for the Demised Premises during the first Renewal Term shall be negotiated at ninety-five percent (95%) of the then current Fair Market Rent (as such term is hereinafter defined) multiplied by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 number of this Lease, square feet of its exercise Rentable Area of the Renewal Option Premises and (hereinafter referred to as ii) the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the annual Fixed Rent for the Demised Premises during the second Renewal Term. Within thirty Term shall be at one hundred percent (30100%) days of the Lessee’s receipt then current Market Rent multiplied by the number of square feet of Rentable Area of the Lessor’s notification as to Premises. All factors regarding Additional Rent shall remain unchanged, and the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 terms of this Lease, within the said thirty Lease relating to leasehold improvements (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred including Exhibit “D” to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice of no force or effect and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee Tenant shall be deemed to accept the Premises in its “AS IS, WHERE IS, WITH ALL FAULTS” condition, unless Landlord and Tenant mutually agree upon an improvement or refurbishment allowance. (c) Anything herein contained to the contrary notwithstanding, Tenant shall have rejected no right to renew the Rent proposed by initial Term hereof other than or beyond the Lessor two Renewal Terms hereinabove described. Landlord and Tenant shall execute not less than six (6) months prior to the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion expiration of the (i) execution initial Term, or then expiring Renewal Term, an appropriate amendment to this Lease, in form and content satisfactory to each of them, memorializing the extension of the initial Term or the then expiring Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorTerm.

Renewal. So long as the Lessee is not then in (a) Provided (i) no default under this Lease beyond exists at the time notice is given or at the expiration of any applicable cure periodthe initial Lease Term and (ii) that Tenant or an assignee permitted pursuant to Article 8 hereof is in occupancy of at least seventy-five percent (75%) of the Premises at the expiration of the initial Lease Term, the Lessee Tenant shall have the option right and option, exercisable by giving written notice thereof at least twelve (12) months but not more than fifteen (15) months prior to renew this the expiration of the initial Lease Term, to extend the Lease Term for an additional term one (1) period of five (5) years years, and, upon the giving of such notice, this Lease shall automatically be extended for such five (hereinafter referred 5) year period and no instrument of extension need be executed. In the event that Tenant fails to give such notice to Landlord as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term herein provided, this Lease shall be negotiated by the Parties automatically terminate at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the initial Lease Term and Tenant shall have no further right or option to extend this Lease. (b) The extended Lease Term shall be upon the same covenants, agreements, provisions, terms and conditions as the original Lease Term, except that Tenant shall have no further options to renew or extend the Lease Term and that fixed annual rent during the extended Lease Term shall equal the fair market rental value of the Premises as of the commencement date of the extended Lease Term. Within The fair market rental value shall be determined by comparison to transactions involving other renewal, not new, tenants. If the parties cannot agree on the fair market rental value within thirty (30) days after Tenant gives notice of extension, the fair market rental value shall be determined by the Three Broker Method (as defined below); provided, however, that if the fair market rental is determined pursuant to the Three Broker Method, then upon the rendering of such decision, Tenant shall be entitled to rescind its exercise of its extension option provided such rescission is exercised by an irrevocable written notice given to Landlord not more than ten (10) days after the fair market rental has been determined and the parties have been notified thereof. No such rescission shall be effective unless Tenant pays Landlord's reasonable out-of-pocket expenses incurred in connection with such option, including, without limitation, all costs incurred with respect to the determination of fair market rental. (c) The "Three Broker Method" used to determine fair market rental value shall be applied as follows. Either Landlord or Tenant (the "First Party") may initiate a determination of the Lessor’s fair market rental value by delivering written notice to the other (the "Second Party") of the name of a real estate broker or salesman who has at least ten (10) years of experience as a broker or salesman for the leasing of office space in downtown Washington, D.C. Within ten (10) days after receipt of the Lessee’s Renewal Noticesuch notice, the Lessor Second Party shall supply name a real estate broker or salesman who meets the same criteria by written notice to the Lessee in writing First Party. If the Rent for Second Party fails to name such a broker or salesman within such period, then the Demised Premises during fair market rental value established by the Renewal Termbroker or salesman named by the First Party shall be the rental. Within thirty If the Second Party does name such a broker or salesman, then within fifteen (3015) days of the Lessee’s receipt of two brokers or salesmen shall together appoint a third broker or salesman who meets the Lessor’s notification as to same criteria and within an additional fifteen (15) days the Rent for three brokers or salesmen shall jointly determine the Premises during fair market rental value, which shall be the Renewal Term, the Lessee rental. Each broker or salesman shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 consider all components of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties . Fair market rental value shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as be determined with reference to the terms that shall govern during the Renewal Term average or normal value being achieved by landlords in lease renewals entered into with private sector tenants for comparable space in comparable buildings in equally desirable locations within downtown Washington, D.C. assuming operating expense and real estate tax pass-throughs and consumer price index or fixed increases corresponding to those contained in this Lease (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revokedif any). If the Lessee fails three brokers or salesmen cannot agree to notify a fair market rental value, the Lessor within said thirty (30) day period that it either accepts average of the determinations of the brokers or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed salesmen who are closest to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease each other shall be binding upon and conclusive (or, if the Parties middle broker or salesman is exactly midway between the other two, the middle determination shall be binding and their respective successors conclusive). Each party shall pay all costs, fees and assigns upon the full completion expenses of the (i) execution broker or salesman selected by it and the parties shall equally share the costs, fees and expenses of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorthird broker or salesman.

Renewal. So long (a) If fair market rental value has been determined pursuant to paragraph (b) of this Section 19 as of the Lessee is not end of the Basic Term, or if a right to renew has been exercised, as of the end of the then in default under current renewal term, and if no Event of Default (or other event, which, after lapse of time or notice or both, would become an Event of Default) shall have occurred and be continuing and this Lease beyond shall not have been earlier terminated, Lessee shall be entitled, at its option, upon written notice to Lessor at least six (6) months prior to the expiration of any applicable cure period, the Lessee shall have the option such term to renew this Lease for an additional a new renewal term of five (5) years commencing at the expiration of such term, in which case all of the provisions of this Lease shall be applicable during the new renewal term, except that rent payable during the new renewal term shall be the fair market rental value of the Equipment as of the end of such current term; provided, however, -------- ------- that Lessee has no right to renew this Lease after the Basic Term for more than two (hereinafter referred to as the “Renewal Term”2) subject consecutive five-year renewal terms. (b) Not more than two (2) years nor less than one (1) year prior to the terms set out below. The Rent for expiration of the Demised Premises during Basic Term or, if the Renewal Term shall be negotiated by Lessee has renewed the Parties at Lease as provided in paragraph (a) of this Section 19, the time that the Tenant exercises its current renewal option considering all relevant factors. The term, Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor may notify Lessor, in writing, in accordance with Section 16 of this Lease, of its exercise that Lessee desires a determination of the Renewal Option fair market rental value of the Equipment as of the end of such term (hereinafter referred to except that no determination of fair market rental value shall be made as the “Renewal Notice”) not fewer than ninety (90) days prior to of the end of the Termsecond renewal term.) Thereafter, Lessor and Lessee shall consult for the purpose of determining the fair market rental value of the Equipment as of the end of such term, and any values agreed upon, in writing, shall constitute such fair market rental value for the purposes of this Section 19. Within If Lessor and Lessee fail to agree, Lessee may deliver to Lessor a notice requesting that the value be determined by a qualified independent appraiser appointed by mutual agreement. If a single appraiser shall have been appointed by mutual agreement, his determination of value shall be final. If no such appraiser is so appointed within ten (10) business days after such notice is given, Lessor and Lessee shall each appoint an independent appraiser within fifteen (15) business days after such notice is given, and the two (2) appraisers so appointed shall, within twenty (20) business days after such appointment, appoint a third independent appraiser. If no such third appraiser is appointed within twenty (20) business days after such notice is given, either party may apply to any court having jurisdiction to make such appointment, and both parties shall be bound by any appointment made by such court. The appraisers so appointed shall be instructed to determine the fair market rental value of the Equipment within thirty (30) days after their appointment. The values determined by the three (3) appraisers shall be averaged, the determination which differs most from such average shall be excluded, the remaining two (2) determinations shall be averaged and such average shall be final. For purposes of this Section 19 and the computation of fair market rental value under Section 19 hereof, such fair market rental value shall be determined on the basis of, and shall be equal in amount to, the value which would obtain in an arm's-length transaction between an informed and willing lessee (including a lessee currently in possession or a used equipment or scrap dealer) and an informed and willing lessor under no compulsion to lease and, in such determination, costs of removal from the location of current use shall not be a deduction from such value. Lessee's request for a determination of fair market rental value shall not obligate Lessee to exercise any of the Lessor’s receipt options provided in this Section but, whether or not any of the Lessee’s Renewal Noticesuch options is exercised, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 pay all costs and expenses of any appraisal pursuant to this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or paragraph (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor).

Renewal. So long as the Lessee is not then in default under this Lease beyond the expiration of any applicable cure period, the Lessee shall have the option 25.1 Landlord hereby grants to renew this Lease for an additional term of Tenant three (3) successive five (55)-year renewal options with respect to each of (i) years the Stage 1 Pod and the Stage 2 Pods and (hereinafter ii) the Stage 3 Pods, each exercisable at Tenant's option and subject to the conditions described below (each such five-year term, if exercised, being referred to herein as the a “Renewal Term”). If such right is exercised, and if the conditions applicable thereto have been satisfied, the first Renewal Term with respect to (1) subject to the terms set out below. The Rent for Stage 1 Pod and the Demised Premises during Stage 2 Pod and/or (2) the Stage 3 Pods, as applicable, shall commence immediately following the end of the applicable Lease Term provided in this Lease, the second Renewal Term shall commence immediately following the end of the first Renewal Term and the third Renewal Term shall commence immediately following the end of the second Renewal Term. For avoidance of doubt, the renewal rights set forth herein may be negotiated by exercised with respect to either or both of the Parties at (I) Stage 1 Pod and the time that Stage 2 Pods and (II) the Tenant exercises its renewal option considering all relevant factorsStage 3 Pods. The Lessee rights of renewal herein granted to Tenant shall be subject to, and shall be exercised in accordance with, the following terms and conditions: (a) Tenant shall exercise its right of renewal option with respect to each Renewal Term by giving Landlord written notice thereof not earlier than eighteen (hereinafter referred 18) months and not later than twelve (12) months prior to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise expiration date of the Renewal Option then-current Lease Term (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior to the end of the Term. Within thirty (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or ). (b) In the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for event the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties Notice is not given timely with respect to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; Stage 1 Pod and the Stage 2 Pods or (ii) approval the Stage 3 Pods, Tenant's right of renewal with respect to the applicable Pods shall lapse and be of no further force or effect. (c) All the terms, conditions, covenants and agreements set forth in this Lease shall continue to apply and be binding upon Landlord and Tenant during each Renewal Term, except for the determination of Base Rent which shall be as set forth in Section 25.2 below. (d) In the event there exists an Event of Default on the date of receipt of a Renewal Notice or anytime thereafter until the date such Renewal Term is to commence, then, at Landlord's option, such Renewal Term shall not commence and the Lease Term shall expire on the date the Lease Term would have expired without such renewal. (e) The renewal options shall be exercised only by the original Tenant hereunder or by an Affiliate of the Renewal Agreement original Tenant hereunder, and not by any other assignee, transferee or subtenant. In the Office event the original Tenant assigns this Lease to any entity other than an Affiliate of the Attorney Generaloriginal Tenant, Tenant's rights under this Section 25.1 shall lapse as though this Section 25.1 had never been included in this Lease. (f) In the event this Lease is not renewed for the first Renewal Term with respect to form, either (i) the Stage 1 Pod and the Office of Stage 2 Pods or (ii) the State ComptrollerStage 3 Pods, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement Tenant's right to renew this Lease with respect to the Lessee by applicable set of Pods for the Lessorsecond Renewal Term and the third Renewal Term shall lapse and be of no further force and effect. In the event this Lease is not renewed for the second Renewal Term with respect to either the Stage 1 Pod and the Stage 2 Pods or the Stage 3 Pods, Tenant's right to renew this Lease with respect to the applicable set of Pods for the third Renewal Term shall lapse and be of no further force and effect. (a) The Base Rent (the “Initial Renewal Base Rent”) charged for the first year of each Renewal Term (the “Initial Renewal Year”) shall be [*****]. (b) [*****]. (c) [*****]. (d) [*****].

Renewal. So long Tenant hereby exercises its Renewal Option applicable to the Second and Third Floor Premises pursuant to the terms and conditions set forth in Section 26(c) of the Original Lease, as modified by Section 16 of the Lessee is not then Third Amendment. In connection therewith, Landlord shall pay to Tenant a refurbishment allowance (“Refurbishment Allowance”) in default under this Lease beyond the expiration Doc#: US1:15703939v2 amount of any applicable cure periodFive Dollars per RSF of the Second and Third Floor Premises, as more particularly described in Section 26(c) of the Lessee shall Original Lease. As of the Effective Date, Xxxxxx will have the option a right to renew this Lease with respect to the Second and Third Floor Premises for an additional term five (5) years as set forth hereinbelow. Notwithstanding the foregoing, Xxxxxx’s right to renew the Lease with respect to the Fourth Floor Premises as set forth in the Second Amendment shall remain in full force and effect. Furthermore, a new Section 26(h) is added to the Lease as follows: a. Provided no Event of Default exists under the Lease, and further provided Tenant has not subleased or assigned all or any portion of the Second and Third Floor Premises other than to a Permitted Transferee as defined in Section 10(h) of the Original Lease, Tenant shall have one (1) option (an “Additional Second and Third Floor Premises Renewal Option”) to extend the Second and Third Floor Premises Term for a period of five (5) years (hereinafter referred to as an “Additional Second and Third Floor Premises Renewal Period”). The Additional Second and Third Floor Premises Renewal Period shall commence at 12:00 a.m. on January 1, 2023, (the “Second and Third Floor Premises Renewal TermPeriod Commencement Date”) subject to and end at 11:59 p.m. on the terms set out belowday immediately preceding the five (5) year anniversary of the Second and Third Floor Premises Renewal Period Commencement Date. The Rent As a condition of Tenant’s exercise of its option for an Additional Second and Third Floor Premises Renewal Period, Tenant must satisfy the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the following conditions: i. Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor must notify Landlord, in writing, in accordance with Section 16 of this Lease, of its intention to exercise of the Additional Second and Third Floor Premises Renewal Option not later than two hundred seventy (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90270) days prior to the end Second and Third Floor Premises Expiration Date. ii. The Basic Rent during the Additional Second and Third Floor Premises Renewal Period shall be equal to the greater of: (1) the per RSF rental rate equal to the per RSF rental rate then being paid by Tenant for Suite 200 and Suite 300, plus [***]; or (2) the Current Market Rental Rate (hereinafter defined), as determined in accordance with paragraph (b) below, multiplied by the number of rentable square feet in the Second and Third Floor Premises. iii. Tenant shall continue to pay to Landlord Additional Rent during the Additional Second and Third Floor Premises Renewal Period under the same terms and conditions as described in the Lease. iv. Unless otherwise agreed in writing by the parties, Basic Rent shall continue to increase at the rate of [***] annually during the Additional Second and Third Floor Premises Renewal Period. v. Failure by Tenant to timely satisfy the conditions set out hereinabove for the Additional Second and Third Floor Premises Renewal Period shall result in the termination of the TermAdditional Second and Third Floor Premises Renewal Option. Within Doc#: US1:15703939v2 b. Landlord and Tenant shall endeavor in good faith within the sixty (60) days following Xxxxxx’s notice of its intention to exercise the Additional Second and Third Floor Premises Renewal Option to agree upon a rental rate for the Additional Second and Third Floor Premises Renewal Period. However, if Landlord and Tenant are unable to agree within such sixty (60) day period, then Landlord and Tenant shall each within the next fifteen (15) days name an appraiser to represent them, and the two so appointed shall endeavor to jointly agree on the then Current Market Rental Rate of the Second and Third Floor Premises (including the fixed percentage rate for annual rent increases). As used in this Lease, “Current Market Rental Rate” shall mean the market annual gross rental rate per square foot for renewals of existing leases, for the applicable space and for the time as to which such rate is being determined, that a willing tenant would pay and a willing landlord would accept, in arm’s length bona fide negotiations (for renewal leases taking into consideration all relevant factors for renewal leases including, without limitation, the following factors: rent being charged in other similar office buildings located in the SouthPark submarket of Charlotte, North Carolina for comparable tenants, for renewal leases then being entered into for comparable space to the Premises; location, quality, amenities, age and reputation of the buildings in which the space being compared is located; use and size of the space under comparison; location and/or floor level of the subject space and any comparison space within their respective buildings; extent of services provided or to be provided; extent and condition of leasehold improvements in the subject space and in any comparison space; abatements pertaining to the subject space and to any comparison space (including with respect to base rental, operating expense and/or real estate taxes); inclusion of parking charges in rental, if applicable; lease takeovers/assumptions by the landlord of the comparison space, if applicable; moving allowances granted, if any, in connection with the subject space and with respect to any comparison space; relocation allowances granted, if any, in connection with the subject space and with respect to the comparison space; club memberships granted, if any; construction, refurbishment and repainting allowances granted, if any, in connection with the subject space and with respect to any comparison space; any other concessions or inducements in connection with the subject space and with respect to any comparison space; term or length of lease of subject space and of any comparison space; overall creditworthiness of Tenant and tenants in comparable space; the time the particular rental rate under consideration was agreed upon and became or is to become effective; and payment of a leasing commission, fees, bonuses or other compensation whether to Tenant’s representatives or to Landlord, or to any person or entity affiliated with Tenant or Landlord, or otherwise. If Tenant requests improvements or allowance and Landlord agrees to fund such improvements or allowance, the Current Market Rental Rate will be determined factoring Landlord’s costs of providing such improvements or allowance. If either Landlord or Tenant fails to designate by written notice to the other its appraiser in the time stated, the one properly appointed shall be empowered to set the then Current Market Rental Rate of the Second and Third Floor Premises. If the two are appointed and are unable to agree within thirty (30) days after their Doc#: US1:15703939v2 appointment, they shall appoint a third appraiser, who shall be empowered to choose from the two (2) current market rental values proposed by Xxxxxxxx’s appraiser and Tenant’s appraiser and the one chosen shall be the then Current Market Rental Rate of the Lessor’s receipt Second and Third Floor Premises. All appraisers must be MAI qualified with at least ten (10) years’ experience with commercial office space in the SouthPark submarket of Charlotte, North Carolina. Each party shall bear the costs of its own appraiser; all other costs of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee arbitration shall be deemed without further notice shared equally between Landlord and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorTenant.

Renewal. So long as the Provided that Lessee is not then in default under this Lease beyond the expiration has theretofore given notice to Brazos and Agent of any applicable cure period, the Lessee shall have the option Lessee's desire to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer later than ninety (90) days nine months prior to the end of the Lease Term or six months prior to the end of a Renewal Term, if any, as applicable, Brazos, with the consent of Agent, shall give notice to Lessee as to whether it desires to renew the lease with respect to all Properties and the terms and conditions (including the rental amounts) of any such renewal. Within thirty (30) days Not later than six months prior to the end of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply Lease Term or four months prior to the end of a Renewal Term, as applicable, Lessee in writing shall give notice to Brazos as to whether it will renew or not renew the Rent lease for each Property for which Brazos has offered to renew the Demised Premises during lease. Failure of Lessee to give such notice shall be deemed an election not to renew the lease. If the parties elect to renew the Lease Term as set forth above, Brazos will use commercially reasonable efforts to obtain financing, on terms and conditions consistent with the Credit Agreement and partnership agreement of Brazos otherwise acceptable to Brazos and Lessee, for the Renewal Term. Within thirty So long as (30i) days no Event of Default or Event of Property Termination has occurred and is continuing beyond any applicable grace or curative period, (ii) Brazos shall have received a commitment for financing on terms satisfactory to Brazos and Lessee through the last day of the Lessee’s receipt of Renewal Term (as defined below) from the Lessor’s notification as to Agent under the Rent for the Premises during the Renewal TermCredit Agreement or from a third party, the and (iii) Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of elect to renew this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon renewed for a term (the Parties and their respective successors and assigns upon "RENEWAL TERM") equal to one year commencing on the full completion first day of the (i) execution calendar month following the last day of the Lease Term or Renewal Agreement by all necessary PartiesTerm, as applicable, thereof; (ii) approval PROVIDED, HOWEVER, the Lease Term or Renewal Term, as applicable, shall not be renewed if on the first day of the new Renewal Agreement by Term the Office of the Attorney General, as lender(s) fails to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement fund under its commitment pursuant to the terms of such commitment for any reason. Lessee may give advance notice of its intention to renew this Ground Lease with respect to all Properties for successive Renewal Terms. Upon acceptance by Brazos and Agent of such successive Renewal Terms, Lessee shall be bound by such renewals for the Lessorentire period of successive Renewal Terms. Upon the request of Lessee, but subject to the other provisions of this SECTION 11.3, any Renewal Term may be five (5) years, rather than one (1) year.

Renewal. So long as (a) Subject to the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditions set forth herein, the Lessee shall have the option to renew this Lease for an additional term of five (5each, a "Renewal Option") years by written request (hereinafter referred to as the “each, a "Renewal Term”Request") subject to the terms set out below. The Rent for Lessor, each Participant and the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) Agent given not fewer later than ninety (90) 180 days prior to the end of Initial Expiration Date or, if applicable, the TermExtended Expiration Date, to renew the Term for an additional one-year period commencing on the date following such Initial Expiration Date or Extended Expiration Date, as the case may be. Within No later than the date (the "Renewal Response Date") which is thirty (30) days after any such request has been delivered to each of the Lessor’s receipt of , each Participant and the Lessee’s Renewal NoticeAgent, the Lessor shall supply to will notify the Lessee in writing (with a copy to the Rent for the Demised Premises during the Agent) whether or not it consents to such Renewal Term. Within thirty Request (30) days of the Lessee’s which consent may be granted or denied in its sole discretion and may be conditioned on receipt of the Lessor’s notification such financial information or other documentation as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed may be specified by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing including without limitation a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement satisfactory appraisal of the Parties as to the terms Property), provided that shall govern during the Renewal Term or (b) the Lessee shall notify if the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails fail to notify the Lessor within said thirty (30) day period that Lessee on or prior to the applicable Renewal Response Date, it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected denied such Renewal Request. The renewal of the Rent proposed Term contemplated by any Renewal Request shall become effective as of the Expiration Date then in effect (the "Extension Effective Date") on or after the Renewal Response Date on which the Lessor shall have consented to such Renewal Request; provided that such renewal shall be subject to and conditioned upon the following: (A) on both the applicable Extension Effective Date and the date of the Renewal Request, (i) no Lease Default or Lease Event of Default shall have occurred and be continuing, and (ii) the Lessor and the Agent shall have received a Responsible Officer's Certificate of the Lessee as to the matters set forth in clause (i) above, (B) the Lessee shall not have exercised the Remarketing Option, and (C) the Maturity Date in effect as of the date of such Renewal Option Request contemporaneously is extended pursuant to Section 3.6 of the Participation Agreement such that the Renewal Term will expire. The expire on the same date as the Maturity Date then in effect. (b) Any renewal of this Lease shall be binding on the same terms and conditions as are set forth in this Lease for the original Term, with such modifications thereto, if any, as the parties hereto and to the other Operative Documents may negotiate based upon the Parties current credit information regarding the Lessee, interest rates and their respective successors and assigns upon such other factors as the full completion of the (i) execution of the Lessor may consider relevant. No more than two Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorTerms shall be permitted hereunder.

Renewal. So 16.1 Provided that, and for so long as the Lessee Tenant pays the Rent and performs each and every of the covenants, conditions and agreements in the Lease reserved and contained and on the part of the Tenant to be paid and performed and is not then and has not been in default under this Lease beyond in respect of any of the same and there has been no adverse change of any sort in the Tenant's financial condition or capacity the Landlord will, upon the request in writing by the Tenant given at least six (6) months and not more than twelve (12) months prior to the expiration of any applicable cure periodthe Term (the "Notice Period"), grant to the Lessee shall have Tenant a renewal lease of the option to renew this Lease Premises for an additional one (1) further term of five (5) years (hereinafter referred to as the “Renewal Term”) upon and subject to the terms covenants, conditions and agreements as are set out below. The Rent forth in the Landlord's standard form of lease for the Demised Premises during Building then in use, save and except that the Renewal Term renewal lease shall not contain any provision for further renewal and the annual basic rent shall be negotiated by the Parties at market rate for similar premises of similar size, use and location one hundred twenty (120) days prior to the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 expiry date of this Lease, without deduction of allowance for or consideration of any tenant inducements, leasehold improvement allowances, rent free periods, lease take-overs, turnkey or "build-to-suit" arrangements or other concession or inducement offered of given by landlords to achieve such rental (the "New Annual Basic Rent"). If requested by the Tenant during the Notice Period, the Landlord will provide the Tenant with a copy of its exercise standard form of lease for the Renewal Option (hereinafter referred Building then in use. The New Annual Basic Rent shall be mutually agreed to as by the “Renewal Notice”) not fewer than Landlord and the Tenant at least ninety (90) days prior to the end expiration of the Term. Within , and failing agreement shall be determined by three (3) accredited real estate brokers (the "Three Experts") at least thirty (30) days prior to the expiration of the Lessor’s receipt Term, which experts shall be familiar with rental rates in the area of the Lessee’s Renewal NoticePremises, one of whom shall be appointed by the Landlord (the "Landlord's Expert") and all costs associated with the Landlord's Expert shall be the sole responsibility of the Landlord, and one expert shall be appointed by the Tenant (the "Tenant's Expert") and all costs associated with the Tenant's Expert shall be the sole responsibility of the Tenant. The appointment of the third expert (the "Third Expert") shall be agreed upon by the Landlord's Expert and the Tenant's Expert and 50% of costs attributable to the Third Expert shall be borne by the Tenant and the remaining 50% of costs attributable to the Third Expert shall be borne by the Landlord. Together the Three Experts, acting reasonably, shall make the final determination of the New Annual Basic Rent and should the Three Experts be unable to agree among themselves on the determination, the Lessor opinion of the majority, being two (2) of the Three Experts, shall supply be final and binding on the Landlord and Tenant. The determination of the New Annual Basic Rent shall be considered an arbitration pursuant to the Lessee Commercial Arbitration Act of British Columbia. 16.2 In the event that the New Annual Basic Rent is determined by the Three Experts pursuant to subsection 16.1, such New Annual Basic Rent shall apply to the first and second years of the renewal term, the annual basic rent in writing respect of the Rent for third year of the Demised Premises renewal term shall be Fifty (50) Cents per square foot higher than the annual basic rent in effect during the Renewal Term. Within thirty (30) days second year of the Lessee’s receipt renewal term and the annual basic rent in respect of the Lessor’s notification as to fourth and fifth years of the Rent for renewal term shall be Fifty (50) Cents per square foot higher than the Premises annual basic rent in effect during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement third year of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessorterm.

Renewal. So 16.1 Provided that, and for so long as the Lessee Tenant pays the Rent and performs each and every of the covenants, conditions and agreements in the Lease reserved and contained and on the part of the Tenant to be paid and performed and is not then and has not been in default under this Lease beyond in respect of any of the same and there has been no adverse change of any sort in the Tenant's financial condition or capacity the Landlord will, upon the request in writing by the Tenant given at least six (6) months and not more than twelve (12) months prior to the expiration of any applicable cure periodthe Term (the "Notice Period"), grant to the Lessee shall have Tenant a renewal lease of the option to renew this Lease Premises for an additional one (1) further term of five (5) years (hereinafter referred to as the “Renewal Term”) upon and subject to the terms covenants, conditions and agreements as are set out below. The Rent forth in the Landlord's standard form of lease for the Demised Premises during Building then in use, save and except that the Renewal Term renewal lease shall not contain any provision for further renewal and the annual basic rent shall be negotiated by the Parties at market rate for similar premises of similar size, use and location one hundred twenty (120) days prior to the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 expiry date of this Lease, without deduction of allowance for or consideration of any tenant inducements, leasehold improvement allowances, rent free periods, lease take-overs, turnkey or "build-to-suit" arrangements or other concession or inducement offered of given by landlords to achieve such rental (the "New Annual Basic Rent"). If requested by the Tenant during the Notice Period, the Landlord will provide the Tenant with a copy of its exercise standard form of lease for the Renewal Option (hereinafter referred Building then in use. The New Annual Basic Rent shall be mutually agreed to as by the “Renewal Notice”) not fewer than Landlord and the Tenant at least ninety (90) days prior to the end expiration of the Term. Within , and failing agreement shall be determined by three (3) accredited real estate brokers (the "Three Experts") at least thirty (30) days prior to the expiration of the Lessor’s receipt Term, which experts shall be familiar with rental rates in the area of the Lessee’s Renewal NoticePremises, one of whom shall be appointed by the Landlord (the "Landlord's Expert") and all costs associated with the Landlord's Expert shall be the sole responsibility of the Landlord, and one expert shall be appointed by the Tenant (the "Tenant's Expert") and all costs associated with the Tenant's Expert shall be the sole responsibility of the Tenant. The appointment of the third expert (the "Third Expert") shall be agreed upon by the Landlord's Expert and the Tenant's Expert and 50% of costs attributable to the Third Expert shall be borne by the Tenant and the remaining 50% of costs attributable to the Third Expert shall be borne by the Landlord. Together the Three Experts, acting reasonably, shall make the final determination of the New Annual Basic Rent and should the Three Experts be unable to agree among themselves on the determination, the Lessor opinion of the majority, being two (2) of the Three Experts, shall supply be final and binding on the Landlord and Tenant. The determination of the New Annual Basic Rent shall be considered an arbitration pursuant to the Lessee in writing Commercial Arbitration Act of British Columbia. 16.2 In the event that the New Annual Basic Rent for is determined by the Demised Premises during Three Experts pursuant to subsection 16.1, such New Annual Basic Rent shall apply to the Renewal Term. Within thirty (30) days first and second years of the Lessee’s receipt renewal term, the annual basic rent in respect of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement third year of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee renewal term shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty Fifty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the Lessor.

Renewal. So long as (a) Subject to the Lessee is not then in default under this Lease beyond the expiration of any applicable cure periodconditions set forth herein, the Lessee ------- shall have the option (the "Renewal Option") by written request (the "Renewal -------------- ------- Request") to the Lessor and the Agent (which request the Agent shall promptly ------- forward to each Participant) given not later than 180 days prior to the Initial Expiration Date, to renew this Lease the Term for an additional term of five one-year period commencing on the date following the Expiration Date then in effect. No later than the date (5the "Renewal Response Date") years (hereinafter referred to as the “Renewal Term”) subject to the terms set out below. The Rent for the Demised Premises during the Renewal Term shall be negotiated by the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor in writing, in accordance with Section 16 of this Lease, of its exercise of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than which is ninety (90) days prior after such request has --------------------- been delivered to the end each of the Term. Within thirty (30) days of Lessor and the Lessor’s receipt of the Lessee’s Renewal NoticeAgent, the Lessor shall supply to will notify the Lessee in writing the Rent for the Demised Premises during the (with a copy to Agent) whether or not it consents to such Renewal Term. Within thirty Request (30) days of the Lessee’s which consent may be granted or denied in its sole discretion and may be conditioned on receipt of the Lessor’s notification such financial information or other documentation as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed may be specified by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing including without limitation a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement satisfactory appraisal of the Parties as to the terms Property), provided that shall govern during the Renewal Term or (b) the Lessee shall notify if the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails fail to notify the Lessor within said thirty (30) day period that it either accepts Lessee on or rejects the proposed Rent for the Premises during prior to the Renewal TermResponse Date, then the Lessee it shall be deemed to have rejected denied such Renewal Request. If the Rent proposed Lessor shall have consented to the Renewal Request, the Renewal Term contemplated by such request shall become effective as of the Expiration Date then in effect after the Lessor has consented to such Renewal Request (each an "Extension Effective Date"); provided ------------------------ that such renewal shall be subject to and conditioned upon the following: (A) on both the Extension Effective Date and the date of the Renewal Request, (i) no Lease Default or Lease Event of Default shall have occurred and be continuing, and (ii) the Lessor and the Agent shall have received a Responsible Officer's Certificate of the Lessee as to the matters set forth in clause ------ (i) above, --- (B) the Lessee shall not have exercised the Remarketing Option, and (C) the Participants shall have agreed to extend the Maturity Date contemporaneously therewith pursuant to Section 3.6 of the Participation Agreement such that the Renewal Option Term will expire. The renewal expire on the same date as the extended Maturity Date. (b) Any Renewal Term of this Lease shall be binding on the same terms and conditions as are set forth in this Lease for the original Term, with such modifications thereto, if any, as the parties hereto and to the other Operative Documents may negotiate based upon the Parties current credit information regarding the Lessee, interest rates and their respective successors and assigns upon such other factors as the full completion of the (i) execution of the Lessor may consider relevant. No more than two Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) delivery of the fully executed and approved Renewal Agreement to the Lessee by the LessorTerms shall be permitted hereunder.

Renewal. So long as the Lessee (A) Provided Tenant is not then neither in default at the time of exercise nor has Tenant ever incurred an Event of Default (irrespective of the fact that Tenant cured such Event of Default) of any monetary obligations during the previous three (3) years under this Lease, and Tenant is fully occupying the Premises and the Lease beyond the expiration of any applicable cure periodis in full force and effect, the Lessee Tenant shall have the option right to renew this Lease for an additional one (1) term of five (5) years beyond the end of the initial Term (hereinafter referred to as the “Renewal Term”). Tenant shall furnish written notice of intent to renew one (1) subject year prior to the terms set out belowexpiration of the applicable Term, failing which, such renewal right shall be deemed waived; time being of the essence. The Rent for the Demised Premises terms and conditions of this Lease during the Renewal Term shall remain unchanged except that the annual Fixed Rent for the Renewal Term shall be negotiated the Fair Market Rent (as such term is hereinafter defined). All factors regarding Additional Rent shall remain unchanged, and no Tenant Allowance shall be included in the absence of further agreement by the Parties at parties. Anything herein contained to the time that contrary notwithstanding, Tenant shall have no right to renew the term hereof other than or beyond the one (1) consecutive five (5) year term hereinabove described. Notwithstanding anything herein to the contrary, the Tenant exercises its renewal option considering all relevant factors. The Lessee acknowledges and agrees that it shall exercise its renewal option (hereinafter referred be bound to as the “Renewal Option”) by notifying Term, subject only to the Lessor in writingdetermination of Fair Market Rent, upon delivery to Landlord of the aforementioned notice of intent to renew, and Tenant further agrees to execute prior to the expiration of the then expiring term hereof, an appropriate amendment to this Lease, in accordance with Section 16 form and content satisfactory to both Landlord and Tenant, in their respective reasonable judgments, memorializing the extension of the term hereof for the ensuing Renewal Term. (B) For purposes of this Lease, “Fair Market Rent” shall mean the base rent, for comparable renewal space. In determining the Fair Market Rent, Landlord, Tenant and any appraiser shall take into account applicable measurement and the loss factors, applicable lengths of lease term, differences in size of the space demised, the location of the Building and comparable buildings, amenities in the Building and comparable buildings, the ages of the Building and comparable buildings, differences in base years or stop amounts for operating expenses and tax escalations, rent concessions and tenant allowances for comparable space and other factors normally taken into account in determining Fair Market Rent. The Fair Market Rent shall reflect the level of improvement made or to be made by Landlord to the space and the Recognized Expenses and Taxes under this Lease. If Landlord and Tenant cannot agree on the Fair Market Rent, the Fair Market Rent shall be established by the following procedure: (1) Tenant and Landlord shall agree on a single MAI certified appraiser who shall have a minimum of ten (10) years’ experience in real estate leasing in the market in which the Premises is located, (2) Landlord and Tenant shall each notify the other (but not the appraiser), of its exercise determination of such Fair Market Rent and the reasons therefor, (3) during the next seven (7) days both Landlord and Tenant shall prepare a written critique of the Renewal Option (hereinafter referred to as the “Renewal Notice”) not fewer than ninety (90) days prior other’s determination and shall deliver it to the end of other party, (4) on the Term. Within thirty tenth (30) days of the Lessor’s receipt of the Lessee’s Renewal Notice, the Lessor shall supply to the Lessee in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days of the Lessee’s receipt of the Lessor’s notification as to the Rent for the Premises during the Renewal Term, the Lessee shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (3010th) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise of the Renewal Option for that Renewal Term is deemed revoked. If the Lessee fails to notify the Lessor within said thirty (30) day period that it either accepts or rejects the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion of the (i) execution of the Renewal Agreement by all necessary Parties; (ii) approval of the Renewal Agreement by the Office of the Attorney General, as to form, and the Office of the State Comptroller, as necessary; and (iii) following delivery of the fully executed critiques to each other, Landlord’s and approved Renewal Agreement Tenant’s determinations and critiques (as originally submitted to the Lessee other party, with no modifications whatsoever) shall be submitted to the appraiser, who shall decide whether Landlord’s or Tenant’s determination of Fair Market Rent is more correct. The determinations so chosen shall be the Fair Market Rent. The appraiser shall not be empowered to choose any number other than the Landlord’s or Tenant’s. The fees of the appraiser shall be paid by the Lessornon-prevailing party.

Renewal. So long The Xxxx shall inform a member in writing before September 15th of the final year of first probationary appointment that will be considered for renewal the Faculty Promotion, Tenure, and Renewal Committee. September 30th the member shall indicate to the President the Xxxx whether wishes to be considered for tenure or whether to be considered for renewal. Ifthe chooses to be considered for tenure, shall proceed pursuant to Article If the member chooses to be considered for renewal, shall supply the President and Chair (Arts and (Professional Studies) of with the following information by September 30th: a copy of current curriculum vitae; copies of the written information given to students pursuant to Article for all courses taught by the candidate during the probationary period; a copy of those materials the candidate wishes to use as evidence of fulfillment of responsibilities; a copy of those materials which the Lessee is not then candidate wishes to use as evidence of fulfillment of research and other scholarly activities; and, any other information which the candidate feels would aid case. The Presidentshall assemble an information file for each candidate the candidate's letter of appointment, the materials described in default under and the results teaching evaluations that have been collected in accordance with policies and procedures approved either by Senate or by Faculty Council, and make this Lease beyond file accessible to all Promotion, Tenure, and Renewal Committee members. When the expiration President believes that confidential material from the member's personal file should be used, the member shall be given copy of any applicable cure periodsuch confidential materials, edited to remove statements that could identify the Lessee author and without the author being identified. The Committee shall have the option same copy and shall know the identity of the author. The Chair (Arts and (Professional Studies) of each in which a candidate for renewal of probationary appointment works shall solicit from each full-time faculty member in the other than the candidate and a written opinion on the renewal of the probationary appointment, impressing upon the members the need to renew this Lease for an additional term of five (5) years (hereinafter referred to as the “Renewal Term”) subject relate opinions and comments to the terms set out belowcriteria for renewal pursuant to the Employment Equity Policy, and to any formal departmental which are not inconsistent with this Agreement. In cases in which the candidate holds a joint appointment, the Chair (Arts and Studies) of the candidate's principal shall solicit written opinions from each full-time faculty member and the Chair (Arts and (Professional Studies) in the candidate's secondary The opinion shall be written on standard form providing for a simple statement that the full-time faculty member does or does not support the renewal of the probationary appointment. and comments by which the member provides a reasoned basis for supporting or not supporting the application for renewal of the probationary appointment. The Rent Chair (Arts and {Professional Studies) shall retain a copy of each opinion received and shall forward the originals to the at least fifteen days before the meeting of the and Renewal Committee. At least fifteen days before the of the Promotion, Tenure, and Renewal Committee the Chair and (Professional and in the of joint appointments with the Centre for Northern Studies, the Demised Premises during Director of the Centre for Studies, shall supply the President with own written recommendation concerning the candidate and shall provide the candidate with a copy of the recommendation. At least fifteen days before the meeting of the Promotion, Tenure, and Renewal Term Committee to consider the candidate's renewal, the Chair and (Professional Studies) shall be negotiated by advise the Parties at the time that the Tenant exercises its renewal option considering all relevant factors. The Lessee shall exercise its renewal option (hereinafter referred to as the “Renewal Option”) by notifying the Lessor candidate in writing, in accordance with Section 16 of this Leasea copy to the President, of its exercise the number of faculty members supporting and not supporting the renewal and shalt provide with typed of the reasons given for the support or lack of support. The candidate shall be invited to appear before the Committee and shall have the right to be accompaniedby a colleaguefrom the University. The candidate and/or colleagueshall have the right to address the Committee, to respond to questions, and to hear any new may be given relative to candidacy. The Tenure, and Renewal Option (hereinafter referred Committee, in considering whether the candidate meets the criteria for renewal, shall take into account: the contents of the information file pursuant to 23.03; any relevant conditions specified in the candidate's letter of appointment which are not inconsistent with ; the opinions of colleagues, pursuant to 23.04; the recommendation of Chair and Studies) and the Director of the Centre for Studies as the “Renewal Notice”) not fewer than ninety (90) days prior it applies pursuant to any departmental criteria submitted to the end Promotion, Tenure, and Renewal Committee which are not inconsistent with 23.01; and the Faculty Employment Equity Policy. Members of the TermCommittee shall record their vote on an official and shall write on the ballot a reasoned opinion supporting the vote. Within thirty (30) days The Chair of the Lessor’s receipt Committee shall prepare a written report from the Committee on each candidate which shall include the recommendation of the Lessee’s Renewal NoticeCommittee, the Lessor shall supply result of the ballot vote, and any which the Chair wishes to make. Attached to the Lessee report and part of it shall be the ballot of each Committee member. The report shall be forwarded to the President. The candidate shall be informed the President in writing the Rent for the Demised Premises during the Renewal Term. Within thirty (30) days by December 1st of the Lessee’s receipt Committee's recommendation to the Presidentand of the Lessor’s notification as President's recommendation to the Rent for the Premises during the Renewal Term, the Lessee Board. The candidate shall respond as follows: (a) the Lessee shall notify the Lessor in writing, in accordance with Section 16 of this Lease, within the said thirty (30) day period that it accepts the Rent proposed by the Lessor for the Renewal Term in which case the Parties shall commence the process of executing receive a renewal agreement (hereinafter referred to as the “Renewal Agreement”) memorializing the agreement copy of the Parties as to the terms that shall govern during the Renewal Term or (b) the Lessee shall notify the Lessor in writingCommittee report, in accordance with Section 16 of this Lease, within the thirty (30) day period that it rejects the Rent set out by the Lessor for the Renewal Term in which case the Lessee shall be deemed without further notice and without further agreement between the Parties to have elected not to exercise its option for said Renewal Term and any prior exercise including typed copies of the Renewal Option for that Renewal Term is deemed revokedballots. If the Lessee fails President's recommendation to notify the Lessor within said thirty (30) day period that it either accepts or rejects Board is inconsistent with the proposed Rent for the Premises during the Renewal Term, then the Lessee shall be deemed to have rejected the Rent proposed by the Lessor and the Renewal Option will expire. The renewal of this Lease shall be binding upon the Parties and their respective successors and assigns upon the full completion recommendation of the (i) execution Committee, the President shall advise the candidate in writing of the Renewal Agreement by all necessary Parties; (ii) approval of reasons for All materials in an information file about a candidate, written Departmental opinions, records or evidence taken at hearings, materials used in arriving at the Renewal Agreement by the Office of the Attorney General, as to formdecision, and the Office Committee ballots shall be retained by the President. A decision of the State ComptrollerBoard, insofar as necessary; and (iii) delivery it is consistent with the recommendations of the fully executed President and approved the Promotion, Tenure, and Renewal Agreement Committee, may be grieved only on the grounds of violation of discrimination pursuant to Article of significant proceduralirregularity pursuant to Articles or or of violation of academic freedom pursuant to Article PROMOTIONS (LIBRARY MEMBERS) Promotion means a change in rank from Librarian Ito Librarian from Librarian to Librarian or from Librarian to Librarian An application for promotion shall submitted in writing to the Lessee by Chief Librarian no later than January 15th in any given year. An application shall include a current curriculum vitae, a copy of those materials the Lessor.candidate wishes to use as evidence of fulfilment of duties and responsibilities, a description of development and scholarly activities and any other information which the candidate thinks would aid case. In to the material described in a candidate shall include a list of three or more possible referees. The Appointments and Promotions Committee shall meet to consider any applications for promotion April or May. For promotion to Librarian or Librarian the Chief Librarian shall solicit letters of reference respecting the member's professional performance and capabilities from referees chosen from the candidate's list, The Chief Librarian may solicit to two additional references or assessments with respect to the member's professionalperformanceand end if so doing. shall inform the candidate and shall submit the names of up four persons who could be asked to serve as referees. The candidate shall have the right to comment in on the names suggested and to have such comments included in official file. If the candidate can successfully demonstrate to the Chief Librarian that a incapable of a reasoned and unbiased judgement, the of the shall be removed from the list. the candidate makes no comments within five days, the Chief Librarian may select referees from the original list. When the Chief Librarian writes to any referee, shall include: