Common use of Tenant’s Extension Option Clause in Contracts

Tenant’s Extension Option. A. Provided (i) this lease shall then be in full force and effect, (ii) Tenant shall not be in default hereunder beyond all applicable notice, grace and/or cure periods of any monetary or material non-monetary obligations either as of the date of Tenant’s exercise of the extension option described herein or as of the day which would otherwise be the first day of the Extension Term, as defined herein (which conditions regarding default may be waived by Landlord in its sole discretion), and (iii) Tenant shall then be in physical occupancy of the entire demised premises, Tenant shall have one (1) option to extend the term of this lease for an additional term of five (5) years (the “Extension Term”). The Extension Term shall commence on the day immediately following the Expiration Date and shall expire on the day prior to the fifth (5th) anniversary of the Expiration Date unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of this lease or pursuant to law. Tenant shall give Landlord written notice of Tenant’s intention to exercise such option on or before the date which is not less than eighteen (18) months nor more than twenty-one (21) months prior to the Expiration Date, and upon the giving of such notice, this lease and the term hereof shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the Extension Term had originally been included in the term of this lease, and the Expiration Date shall thereupon be deemed to be the last day of the Extension Term. Except as otherwise provided in this Article, all of the terms, covenants and conditions of this lease shall continue in full force and effect during the Extension Term, including items of additional rent and escalation rent which shall remain payable on the terms herein set forth. B. The fixed annual rent payable by Tenant for the demised premises during the Extension Term shall be equal to the then fair market rent for the demised premises, which shall be determined as the fixed annual rent for comparable office space in a comparable building taking into account the actual base years for operating expenses and taxes which would be applicable (the “FMR”). For purposes of determining the FMR during the Extension Term, it should be assumed that Tenant is not receiving a prevailing market inducement package (i.e., free rent, work letter and the like), since Tenant will not be receiving such inducement package. The FMR shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option under paragraph (A) above, Landlord and Tenant shall use their best efforts to agree upon the FMR for the Extension Term. In the event Landlord and Tenant cannot reach agreement within fifteen (15) business days after the date of Tenant’s notice of exercise of its option, Landlord and Tenant shall each select a reputable, independent, qualified, licensed real estate broker having an office in New York County, with at least ten (10) years experience as a commercial real estate broker, who is familiar with the rentals then being charged in the Building and in comparable buildings (respectively, “Landlord’s Broker” and “Tenant’s Broker”), who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the FMR. If Landlord’s Broker and Tenant’s Broker cannot reach agreement within sixty (60) days after the date of Tenant’s notice of exercise of its option, then within ten (10) days thereafter, they shall designate a third reputable, independent, qualified, licensed real estate broker having an office in New York County (the “Independent Broker”). Upon the failure of Landlord’s Broker and Tenant’s Broker to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by a Justice of the Supreme Court of the State of New York upon ten (10) days notice, or by any other court in New York County having jurisdiction and exercising functions similar to those exercised by the Supreme Court of the State of New York. Concurrently with such appointment, Landlord’s Broker and Tenant’s Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker’s estimate of the FMR (respectively, “Landlord’s Broker’s Letter” and “Tenant’s Broker’s Letter”). (ii) In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by $4.00 per rentable square foot or less, then the FMR shall not be determined by the Independent Broker, and the FMR shall be the average of the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter. In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by more than $4.00 per rentable square foot per annum, the Independent Broker shall conduct such investigations and hearings as he may deem appropriate and shall, within sixty (60) days after the date of his designation, choose either the rental set forth in Landlord’s Broker’s Letter or Tenant’s Broker’s Letter to be the FMR during the Extension Term and such choice shall be binding upon Landlord and Tenant. Once such determination has been made, the fixed annual rent payable by Tenant for the Extension Term shall be the FMR, as finally determined in accordance with this Article. Landlord and Tenant shall each pay the fees and expenses of its respective broker. Such FMR shall thereafter be subject to adjustment as elsewhere provided in this lease. The fees and expenses of the Independent Broker shall be shared equally by Landlord and Tenant. C. In the event the Extension Term shall commence prior to the determination of the fixed annual rent for the Extension Term as herein provided, then the fixed annual rent to be paid by Tenant to Landlord until such determination has been made shall be the rent in effect for the demised premises for the twelve (12) month period immediately preceding the commencement of the Extension Term, including fixed annual rent, all escalations and additional rent payable pursuant to the provisions of this lease. After such determination has been made for the fixed annual rent to be paid by Tenant during the Extension Term, any deficiency in fixed annual rent due from Tenant to Landlord during the Extension Term shall be paid within ten (10) days after demand therefor and any overage paid by Tenant shall be promptly credit against the next due installments of fixed annual rent until such overage has been fully exhausted. D. Promptly after the fixed annual rent has been determined, Landlord and Tenant shall execute and deliver an agreement setting forth the fixed annual rent for the demised premises for the Extension Term, as finally determined, provided the failure of the parties to do so shall not affect their respective rights and obligations hereunder.

Tenant’s Extension Option. A. Section 42.01. Provided (i) this lease Lease shall then be in full force and effect, (ii) effect and Tenant shall not be in default hereunder beyond all any applicable notice, notice or grace and/or cure periods of any monetary or material non-monetary obligations period either as of the date of Tenant’s 's exercise of the extension option described herein or as of the day which would otherwise be the first day of the Extension Term, as defined herein (which conditions regarding default may be waived by Landlord in its sole discretion), and (iii) Tenant shall then be in physical occupancy of the entire demised premises, Tenant shall have one (1) option the right, at its option, to extend the term of this lease Term for an additional term of a single five (5) years year period (the “"Extension Term”"). The Extension Term shall commence on the day immediately following the original Expiration Date and shall expire on the day prior to the fifth (5th) anniversary of the Expiration Date such date unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of this lease Lease or pursuant to law. Tenant shall give Landlord written notice of Tenant’s 's intention to exercise such option on or before the date which is not less than eighteen nine (18) months nor more than twenty-one (219) months prior to the original Expiration Date, the time of exercise being of the essence, and upon the giving of such notice, this lease Lease and the term hereof Term shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the Extension Term had originally been included in the term of this lease, Term and the Expiration Date shall thereupon be deemed to be the last day of the Extension Term. Except as otherwise provided in this Article, all All of the terms, covenants and conditions of this lease Lease shall continue in full force and effect during the Extension Term, including items of additional rent and escalation rent which shall remain payable on the terms herein set forth, except that the Fixed Rent shall be as determined in accordance with Section 42.02 of this Article and Tenant shall have no further right to extend the Term pursuant to this Article. B. Section 42.02. The fixed annual rent Fixed Rent payable by Tenant for the demised premises Demised Premises during the Extension Term shall be equal the greater of (i) the Fixed Rent then in effect, including all escalations and additional rent payable as herein provided, or (ii) the fair market rental value of the Demised Premises taking into consideration all relevant factors, including, as a primary factor, the rental which Landlord is then commanding or requiring for comparable space in the Building (or, if there is then no comparable space in the Building, taking into consideration the quality of non-comparable space in the Building relative to the then Demised Premises) (fair market rent for the demised premises, which shall be determined as the fixed annual rent for comparable office space in a comparable building rental value taking into account the actual base years for operating expenses and taxes which would be applicable (foregoing is hereinafter referred to as the “FMR”"FMRV"). For purposes of determining the FMR during the Extension Term, it should be assumed that Tenant is not receiving a prevailing market inducement package (i.e., free rent, work letter and the like), since Tenant will not be receiving such inducement package. The FMR FMRV shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option under paragraph (A) Section 42.01 above, Landlord and Tenant shall use their best efforts to agree upon the FMR for the Extension TermFMRV. In the event Landlord and Tenant cannot reach agreement within fifteen (15) business days Business Days after the date of Tenant’s 's notice of exercise of its option, Landlord and Tenant shall each select a reputable, independent, reputable qualified, licensed real estate broker having an office in New York County, with at least ten (10) years experience as a commercial real estate broker, who is County and familiar with the rentals then being charged in the Building and in comparable buildings (respectively, “"Landlord’s 's Broker” " and “"Tenant’s 's Broker”), ") who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the FMRFMRV. If Landlord’s 's Broker and Tenant’s 's Broker cannot reach agreement within sixty (60) days after the date of Tenant’s 's notice of exercise of its option, then within ten (10) days thereafter, they shall designate a third reputable, independent, qualified, licensed real estate broker having an office in New York County (the “"Independent Broker”"). Upon the failure of Landlord’s 's Broker and Tenant’s 's Broker to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by a Justice the appropriate official of the Supreme Court of the State The Real Estate Board of New York York, Inc. upon ten (10) days notice, or by any other court in New York County real estate trade organization having jurisdiction and exercising functions similar to those exercised by the Supreme Court of the State The Real Estate Board of New York. , Inc. Concurrently with such appointment, Landlord’s 's Broker and Tenant’s 's Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker’s 's estimate of the FMR FMRV (respectively, “Landlord’s 's Broker’s 's Letter” " and “"Tenant’s 's Broker’s 's Letter”"). (ii) In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by $4.00 per rentable square foot or less, then the FMR shall not be determined by the Independent Broker, and the FMR shall be the average of the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter. In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by more than $4.00 per rentable square foot per annum, the Independent Broker shall conduct such investigations and hearings as he may deem appropriate and shall, within sixty (60) days after the date of his designation, choose either the rental set forth in Landlord’s Broker’s Letter or Tenant’s Broker’s Letter to be the FMR during the Extension Term and such choice shall be binding upon Landlord and Tenant. Once such determination has been made, the fixed annual rent payable by Tenant for the Extension Term shall be the FMR, as finally determined in accordance with this Article. Landlord and Tenant shall each pay the fees and expenses of its respective broker. Such FMR shall thereafter be subject to adjustment as elsewhere provided in this lease. The fees and expenses of the Independent Broker shall be shared equally by Landlord and Tenant. C. In the event the Extension Term shall commence prior to the determination of the fixed annual rent for the Extension Term as herein provided, then the fixed annual rent to be paid by Tenant to Landlord until such determination has been made shall be the rent in effect for the demised premises for the twelve (12) month period immediately preceding the commencement of the Extension Term, including fixed annual rent, all escalations and additional rent payable pursuant to the provisions of this lease. After such determination has been made for the fixed annual rent to be paid by Tenant during the Extension Term, any deficiency in fixed annual rent due from Tenant to Landlord during the Extension Term shall be paid within ten (10) days after demand therefor and any overage paid by Tenant shall be promptly credit against the next due installments of fixed annual rent until such overage has been fully exhausted. D. Promptly after the fixed annual rent has been determined, Landlord and Tenant shall execute and deliver an agreement setting forth the fixed annual rent for the demised premises for the Extension Term, as finally determined, provided the failure of the parties to do so shall not affect their respective rights and obligations hereunder.

Tenant’s Extension Option. A. Provided The first paragraph of Section III(b) of the 1995 Lease is hereby deleted in its entirety and the following is substituted in its place: On the conditions (which conditions Landlord may, at its election, waive by written notice to Tenant at any time), that: (i) no Termination Event, as defined in Section 4.3 of the Amendment of Leases, has occurred prior to the commencement of the Additional Term in question, (ii) both at the time that Tenant gives Landlord written notice exercising its extension option under this lease shall then be Section 6, and as of the commencement of the Additional Term in question, Tenant is not in default of its obligations under the 1995 Lease, and (iii) both at the time that Tenant gives Landlord written notice exercising its extension option under this Section 6, and as of the commencement of the Additional Term in question, the 1995 Lease is in full force and effect, (ii) Tenant shall not be in default hereunder beyond all applicable notice, grace and/or cure periods of any monetary or material non-monetary obligations either as of the date of Tenant’s exercise of the extension option described herein or as of the day which would otherwise be the first day of the Extension Term, as defined herein (which conditions regarding default may be waived by Landlord in its sole discretion), and (iii) Tenant shall then be in physical occupancy of the entire demised premises, Tenant shall have one (1) option the right to extend the term of this lease the 1995 Lease with respect to the 1995 Premises for an two additional term terms of five three (53) years each (the each an “Extension Additional Term”), the first such Additional Term commencing as of January 1, 2011 and expiring as of December 31, 2013, and the second such Additional Term commencing as of January 1, 2014 and expiring as of December 31, 2016. The Extension Term shall commence on Tenant may exercise its right to extend the day immediately following the Expiration Date and shall expire on the day prior to the fifth (5th) anniversary term of the Expiration Date unless 1995 Lease for the Extension first Additional Term shall sooner end pursuant to any of the terms, covenants or conditions of this lease or pursuant to law. Tenant shall give Landlord by giving written notice of Tenant’s intention to exercise such option Landlord on or before the date which is not less than eighteen (18) months nor more than twenty-one (21) months prior January 1, 2010, and, provided that Tenant has exercised its right to the Expiration Date, and upon the giving of such notice, this lease and the term hereof shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the Extension Term had originally been included in extend the term of this leasethe Lease for the second Additional Term by giving written notice to Landlord on or before January 1, and the Expiration Date 2013. Each such Additional Term shall thereupon be deemed to be the last day of the Extension Term. Except as otherwise provided in this Article, upon all of the terms, covenants same terms and conditions of this lease shall continue in full force and effect during the Extension Term, including items of additional rent and escalation rent which shall remain payable on the terms herein set forth. B. The fixed annual rent payable by Tenant for the demised premises during the Extension Term shall be equal 1995 Lease applicable to the then fair market rent for the demised premises, 1995 Premises which shall be determined as the fixed annual rent for comparable office space in a comparable building taking into account the actual base years for operating expenses and taxes which would be applicable (the “FMR”). For purposes of determining the FMR during the Extension Term, it should be assumed that Tenant is not receiving a prevailing market inducement package (i.e., free rent, work letter and the like), since Tenant will not be receiving such inducement package. The FMR shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option under paragraph (A) above, Landlord and Tenant shall use their best efforts to agree upon the FMR for the Extension Term. In the event Landlord and Tenant cannot reach agreement within fifteen (15) business days after the date of Tenant’s notice of exercise of its option, Landlord and Tenant shall each select a reputable, independent, qualified, licensed real estate broker having an office in New York County, with at least ten (10) years experience as a commercial real estate broker, who is familiar with the rentals then being charged in the Building and in comparable buildings (respectively, “Landlord’s Broker” and “Tenant’s Broker”), who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the FMR. If Landlord’s Broker and Tenant’s Broker cannot reach agreement within sixty (60) days after the date of Tenant’s notice of exercise of its option, then within ten (10) days thereafter, they shall designate a third reputable, independent, qualified, licensed real estate broker having an office in New York County (the “Independent Broker”). Upon the failure of Landlord’s Broker and Tenant’s Broker to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by a Justice of the Supreme Court of the State of New York upon ten (10) days notice, or by any other court in New York County having jurisdiction and exercising functions similar to those exercised by the Supreme Court of the State of New York. Concurrently with such appointment, Landlord’s Broker and Tenant’s Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker’s estimate of the FMR (respectively, “Landlord’s Broker’s Letter” and “Tenant’s Broker’s Letter”). (ii) In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by $4.00 per rentable square foot or less, then the FMR shall not be determined by the Independent Broker, and the FMR shall be the average of the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter. In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by more than $4.00 per rentable square foot per annum, the Independent Broker shall conduct such investigations and hearings as he may deem appropriate and shall, within sixty (60) days after the date of his designation, choose either the rental set forth in Landlord’s Broker’s Letter or Tenant’s Broker’s Letter to be the FMR during the Extension Term and such choice shall be binding upon Landlord and Tenant. Once such determination has been made, the fixed annual rent payable by Tenant for the Extension Term shall be the FMR, as finally determined in accordance with this Article. Landlord and Tenant shall each pay the fees and expenses of its respective broker. Such FMR shall thereafter be subject to adjustment as elsewhere provided in this lease. The fees and expenses of the Independent Broker shall be shared equally by Landlord and Tenant. C. In the event the Extension Term shall commence prior to the determination of the fixed annual rent for the Extension Term as herein provided, then the fixed annual rent to be paid by Tenant to Landlord until such determination has been made shall be the rent are in effect for the demised premises for the twelve (12) month period immediately preceding the commencement of the Extension such Additional Term, including fixed annual rent, all escalations and additional rent payable pursuant to the provisions of this lease. After such determination has been made for the fixed annual rent to be paid by Tenant during the Extension Term, any deficiency in fixed annual rent due from Tenant to Landlord during the Extension Term shall be paid within ten (10) days after demand therefor and any overage paid by Tenant shall be promptly credit against the next due installments of fixed annual rent until such overage has been fully exhausted. D. Promptly after the fixed annual rent has been determined, Landlord and Tenant shall execute and deliver an agreement setting forth the fixed annual rent for the demised premises for the Extension Term, as finally determined, provided the failure of the parties to do so shall not affect their respective rights and obligations hereunder.except that:

Tenant’s Extension Option. A. Section 42.01. Provided (i) this lease Lease shall then be in full force and effect, (ii) effect and Tenant shall not be in default hereunder beyond all any applicable notice, notice or grace and/or cure periods of any monetary or material non-monetary obligations period either as of the date of Tenant’s 's exercise of the extension option described herein or as of the day which would otherwise be the first day of the Extension Term, as defined herein (which conditions regarding default may be waived by Landlord in its sole discretion), and (iii) Tenant shall then be in physical occupancy of the entire demised premises, Tenant shall have one (1) option the right, at its option, to extend the term of this lease Term for an additional term of a single five (5) years year period (the “"Extension Term”"). The Extension Term shall commence on the day immediately following the original Expiration Date and shall expire on the day prior to the fifth (5th) anniversary of the Expiration Date such date unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of this lease Lease or pursuant to law. Tenant shall give Landlord written notice of Tenant’s 's intention to exercise such option on or before the date which is not less than eighteen nine (18) months nor more than twenty-one (219) months prior to the original Expiration Date, the time of exercise being of the essence, and upon the giving of such notice, this lease Lease and the term hereof Term shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the Extension Term had originally been included in the term of this lease, Term and the Expiration Date shall thereupon be deemed to be the last day of the Extension Term. Except as otherwise provided in this Article, all All of the terms, covenants and conditions of this lease Lease shall continue in full force and effect during the Extension Term, including items of additional rent and escalation rent which shall remain payable on the terms herein set forth, except that the Fixed Rent shall be as determined in accordance with Section 42.02 of this Article and Tenant shall have no further right to extend the Term pursuant to this Article. B. Section 42.02. The fixed annual rent Fixed Rent payable by Tenant for the demised premises Demised Premises during the Extension Term shall be the greater of (i) the Fixed Rent then in effect, including all escalations and additional rent payable as herein provided, or (ii) the fair market rental value of the Demised Premises taking into consideration all relevant factors (except as expressly provided below), including, as a primary factor, the rental which Landlord is then commanding or requiring for comparable space in the Building (or, if there is then no comparable space in the Building, taking into consideration the quality of non-comparable space in the Building relative to the Demised Premises) and including as a further factor the value of free rent concessions then being granted for leases with a term equal to the then Extension Term and the fact that the base years for Real Estate Tax Adjustment and Operating Expense Adjustment under Article 3 of the Lease shall be the same during the Extension Term as they are for the Term, but specifically excluding as a factor the value of tenant improvement work or contributions (fair market rent for the demised premises, which shall be determined as the fixed annual rent for comparable office space in a comparable building rental value taking into account the actual base years for operating expenses and taxes which would be applicable (foregoing is hereinafter referred to as the “FMR”"FMRV"). For purposes of determining the FMR during the Extension Term, it should be assumed that Tenant is not receiving a prevailing market inducement package (i.e., free rent, work letter and the like), since Tenant will not be receiving such inducement package. The FMR FMRV shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option under paragraph (A) Section 42.01 above, Landlord and Tenant shall use their best efforts to agree upon the FMR for the Extension TermFMRV. In the event Landlord and Tenant cannot reach agreement within fifteen (15) business days Business Days after the date of Tenant’s 's notice of exercise of its option, Landlord and Tenant shall each select a reputable, independent, reputable qualified, licensed real estate broker having an office in New York County, with at least ten (10) years experience as a commercial real estate broker, who is County and familiar with the rentals then being charged in the Building and in comparable buildings (respectively, “"Landlord’s 's Broker” " and “"Tenant’s 's Broker”), ") who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the FMRFMRV. If Landlord’s 's Broker and Tenant’s 's Broker cannot reach agreement within sixty (60) days after the date of Tenant’s 's notice of exercise of its option, then within ten (10) days thereafter, they shall designate a third reputable, independent, qualified, licensed real estate broker having an office in New York County (the “"Independent Broker”"). Upon the failure of Landlord’s 's Broker and Tenant’s 's Broker to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by a Justice of the Supreme Court of the State of New York upon ten (10) days notice, or by any other court in New York County having jurisdiction and exercising functions similar to those exercised by the Supreme Court of the State of New York. Concurrently with such appointment, Landlord’s 's Broker and Tenant’s 's Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker’s 's estimate of the FMR FMRV (respectively, “Landlord’s 's Broker’s 's Letter” " and “"Tenant’s 's Broker’s 's Letter”"). (ii) In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by $4.00 per rentable square foot or less, then the FMR shall not be determined by the Independent Broker, and the FMR shall be the average of the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter. In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by more than $4.00 per rentable square foot per annum, the Independent Broker shall conduct such investigations and hearings as he may deem appropriate and shall, within sixty (60) days after the date of his designation, choose either the rental set forth in Landlord’s Broker’s Letter or Tenant’s Broker’s Letter to be the FMR during the Extension Term and such choice shall be binding upon Landlord and Tenant. Once such determination has been made, the fixed annual rent payable by Tenant for the Extension Term shall be the FMR, as finally determined in accordance with this Article. Landlord and Tenant shall each pay the fees and expenses of its respective broker. Such FMR shall thereafter be subject to adjustment as elsewhere provided in this lease. The fees and expenses of the Independent Broker shall be shared equally by Landlord and Tenant. C. In the event the Extension Term shall commence prior to the determination of the fixed annual rent for the Extension Term as herein provided, then the fixed annual rent to be paid by Tenant to Landlord until such determination has been made shall be the rent in effect for the demised premises for the twelve (12) month period immediately preceding the commencement of the Extension Term, including fixed annual rent, all escalations and additional rent payable pursuant to the provisions of this lease. After such determination has been made for the fixed annual rent to be paid by Tenant during the Extension Term, any deficiency in fixed annual rent due from Tenant to Landlord during the Extension Term shall be paid within ten (10) days after demand therefor and any overage paid by Tenant shall be promptly credit against the next due installments of fixed annual rent until such overage has been fully exhausted. D. Promptly after the fixed annual rent has been determined, Landlord and Tenant shall execute and deliver an agreement setting forth the fixed annual rent for the demised premises for the Extension Term, as finally determined, provided the failure of the parties to do so shall not affect their respective rights and obligations hereunder.

Tenant’s Extension Option. A. (a) Provided (i) the Lease, as modified by this lease Seventeenth Amendment, shall then be in full force and effect, (ii) effect and Tenant shall not be in default hereunder thereunder beyond all any applicable notice, notice or grace and/or cure periods of period with respect to any monetary (i.e., the payment of fixed minimum rent or additional rent) or material non-monetary obligations either covenants of the Lease, as modified by this Seventeenth Amendment, as of the date of Tenant’s 's exercise of the extension option described herein or as of the day which would otherwise be the first day of the Extension Term, as defined herein (which conditions condition regarding default may be waived by Landlord in its sole discretion), and (iii) Tenant shall then be in physical occupancy of the entire demised premises, Tenant shall have one (1) option the right, at its option, to extend the term of this lease Term for an additional term of a single five (5) years year period (the “"New Extension Term”"), subject to the conditions and limitations hereafter stipulated. The New Extension Term shall commence on the day immediately following the Further Extended Term Expiration Date and shall expire on the day prior to the fifth (5th) anniversary of the Expiration Date such date unless the New Extension Term shall sooner end pursuant to any of the termscovenants, covenants conditions or conditions agreements of the Lease, as modified by this lease Seventeenth Amendment, or pursuant to law. Tenant shall give Landlord written notice of Tenant’s intention to 's exercise of such option on or before the date which is not less than eighteen (18) months nor more than twenty-one four (2124) months prior to the Further Extended Term Expiration Date (the date which is 24 months prior to the Further Extended Term Expiration Date being hereinafter referred to as the "New Extension Exercise Date"), the time of exercise being of the essence, and upon the giving of such notice, the Lease, as modified by this lease Seventeenth Amendment, and the term hereof Term shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the New Extension Term had originally been included in the term Term 57 -45- Xxxxx) xxxxx xx xxxtiguous to one another to the extent they are contiguous in the Premises Under Lease as of this leasethe New Extension Exercise Date (by way of example, Tenant may not lease the 36th and 38th floors without also leasing the 37th floor). Tenant's written notice of its exercise of Tenant's option shall specify the spaces as to which Tenant elects to extend the Term; provided, however, that as long as Tenant shall have extended the Term and actually ultimately extends as to not less than 245,850 rentable square feet of space after giving effect to the option contained immediately below, Tenant shall have the option to give Landlord a written notice of Tenant's election to reduce the space as to which Tenant elects to extend the Term by eliminating either one (1) or two (2) full floors (and with respect to full floors only) on or before the date which is six (6) months after the New Extension Exercise Date, the time of exercise being of the essence, and upon the Expiration Date giving of such notice, such space shall, automatically and without more, be eliminated from the space covered by the New Extension Term and without any other effect whatsoever on the exercise by Tenant of its option to extend the Term, provided, however, further, that such option to eliminate either one (1) or two (2) full floors shall thereupon be deemed expressly conditioned upon the remaining space as to be which the last day of the Extension Term. Except as otherwise provided in this Article, Term shall have been extended satisfying all of the terms, covenants and conditions of clauses (ii) and (iii) of the immediately preceding sentence. All of the covenants, conditions and agreements of the Lease, as amended by this lease Seventeenth Amendment, shall continue in full force and effect during the New Extension Term, including items of additional rent and escalation rent which shall remain payable on the terms herein set forth, except that (i) the annual fixed minimum rent specified in Section 3.01 of the Lease, as modified by this Seventeenth Amendment, shall be as determined in accordance with subsection (b) of this Section 8, (ii) Landlord shall have no obligation to make any changes, improvements or 59 -47- alterations to the Leased Premises and/or the Building, nor to contribute any monies to Tenant in connection therewith (provided, however, that the foregoing shall not impair, abrogate or otherwise diminish Landlord's other obligations as are expressly set forth elsewhere in the Lease, as modified by this Seventeenth Amendment), nor to grant any rental concessions or other lease procurement costs and (iii) Tenant shall have no further right to extend the Term pursuant to this Section 8 or otherwise. B. (b) The annual fixed annual minimum rent payable by Tenant for the demised premises Leased Premises during the New Extension Term shall be equal the fair market rental value of the Leased Premises prevailing six (6) months prior to the New Extension Exercise Date, taking into consideration all relevant factors, including, the rental which Landlord is then commanding or requiring or accepting for comparable space in the Building (or, if there is then no comparable space in the Building, taking into consideration the quality of non-comparable space in the Building relative to the Leased Premises), that the Leased Premises shall be in an "as is" condition, that there shall be no interruption in the rental stream for lease-up time or construction time, and that there shall be no rental concessions or other lease procurement costs (fair market rent for the demised premises, which shall be determined as the fixed annual rent for comparable office space in a comparable building rental value taking into account the actual base years for operating expenses and taxes which would be applicable (foregoing being hereinafter referred to as the “FMR”"FMRV"). For purposes of determining the FMR during the Extension Term, it should be assumed that Tenant is not receiving a prevailing market inducement package (i.e., free rent, work letter and the like), since Tenant will not be receiving such inducement package. The FMR FMRV shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option under paragraph subsection (Aa) above, Landlord and Tenant shall use their best efforts endeavor in good faith to agree upon the FMR for the Extension TermFMRV. In the event Landlord and Tenant cannot reach agreement within fifteen sixty (1560) business days after the 60 -48- date of Tenant’s 's notice of exercise of its option, Landlord and Tenant shall within thirty (30) days after the expiration of such 60-business day period each select a reputable, independent, qualified, independent licensed real estate broker having an office in New York County, with County and who has at least ten (10) years prior experience as a in commercial real estate broker, involving comparable class A office buildings and who is familiar with the rentals then being charged in the Building and in comparable class A office buildings (respectively, “"Landlord’s 's Broker” " and “"Tenant’s 's Broker”), ") who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts endeavor in good faith to agree upon the FMRFMRV. If either Landlord or Tenant shall fail to select a broker, the party which shall have selected a broker (the "Selecting Party") shall have the right to give a reminder notice to the party which shall have failed to make a selection stating that, unless such a broker shall be selected within fifteen (15) days thereafter, then the broker which shall have been selected by the Selecting Party shall determine the FMRV. If such failure shall continue for such 15-day period following the giving of the reminder notice, then the broker who shall have been selected by the Selecting Party shall determine the FMRV and shall submit his determination in writing to Landlord and Tenant within sixty (60) days thereafter, which shall be binding upon Landlord and Tenant. If both Landlord and Tenant shall select a broker and if Landlord’s 's Broker and Tenant’s 's Broker cannot reach agreement within sixty (60) days after the date of Tenant’s notice of exercise of its optiontheir selection, then within ten fifteen (1015) days thereafter, they Landlord's Broker and Tenant's Broker shall designate a third reputable, independent, qualified, licensed real estate broker having an office in New York County (the “Independent Broker”). Upon the failure of Landlord’s Broker and Tenant’s Broker to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by a Justice of the Supreme Court of the State of New York upon ten (10) days notice, or by any other court in New York County having jurisdiction and exercising functions similar to those exercised by the Supreme Court of the State of New York. Concurrently with such appointment, Landlord’s Broker and Tenant’s Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker’s estimate of the FMR (respectively, “Landlord’s Broker’s Letter” and “Tenant’s Broker’s Letter”). (ii) In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by $4.00 per rentable square foot or less, then the FMR shall not be determined by the Independent Broker, and the FMR shall be the average of the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter. In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by more than $4.00 per rentable square foot per annum, the Independent Broker shall conduct such investigations and hearings as he may deem appropriate and shall, within sixty (60) days after the date of his designation, choose either the rental set forth in Landlord’s Broker’s Letter or Tenant’s Broker’s Letter to be the FMR during the Extension Term and such choice shall be binding upon Landlord and Tenant. Once such determination has been made, the fixed annual rent payable by Tenant for the Extension Term shall be the FMR, as finally determined in accordance with this Article. Landlord and Tenant shall each pay the fees and expenses of its respective broker. Such FMR shall thereafter be subject to adjustment as elsewhere provided in this lease. The fees and expenses of the Independent Broker shall be shared equally by Landlord and Tenant. C. In the event the Extension Term shall commence prior to the determination of the fixed annual rent for the Extension Term as herein provided, then the fixed annual rent to be paid by Tenant to Landlord until such determination has been made shall be the rent in effect for the demised premises for the twelve (12) month period immediately preceding the commencement of the Extension Term, including fixed annual rent, all escalations and additional rent payable pursuant to the provisions of this lease. After such determination has been made for the fixed annual rent to be paid by Tenant during the Extension Term, any deficiency in fixed annual rent due from Tenant to Landlord during the Extension Term shall be paid within ten (10) days after demand therefor and any overage paid by Tenant shall be promptly credit against the next due installments of fixed annual rent until such overage has been fully exhausted. D. Promptly after the fixed annual rent has been determined, Landlord and Tenant shall execute and deliver an agreement setting forth the fixed annual rent for the demised premises for the Extension Term, as finally determined, provided the failure of the parties to do so shall not affect their respective rights and obligations hereunder.61 -49-

Tenant’s Extension Option. A. Provided (i) this lease shall then be in full force and effect, (ii) Tenant shall not be in default hereunder beyond all applicable notice, grace and/or cure periods of any monetary or material non-monetary obligations either as of the date of Tenant’s exercise of the extension option described herein or as of the day which would otherwise be the first day of the Extension Term, as defined herein (which conditions regarding default may be waived by Landlord in its sole discretion), and (iii) Tenant shall then be in physical occupancy of the entire demised premises, Tenant shall have has one (1) option (an “Extension Option”) to extend the term of this lease Expiration Date for an one (1) additional term period of five (5) years (the “Extension Term”)) with respect to all of the Premises. Tenant may exercise the Extension Option provided an Event of Default (as defined below) does not exist as of the date of exercise of the Extension Option. The Extension Term shall commence on the day immediately following the Expiration Date and shall expire on the day prior to the fifth (5th) anniversary of the Expiration Date unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of this lease or pursuant to law. Tenant shall give Landlord Option is exercisable by written notice of (“Tenant’s intention Notice”) to exercise such option on or before the date which is not less than eighteen Landlord given at least twelve (18) months nor more than twenty-one (2112) months prior to the Expiration Date. Any extension of the Lease shall be on the same covenants, agreements, provisions, and upon conditions as set forth in this Lease for the giving of such noticeInitial Term except as otherwise set forth in this Lease, this lease and the term hereof shall be extended without execution or delivery of any other or further documents, with the same force and effect as if except that (i) Base Rent during the Extension Term had originally been included will be the Extension Base Rent (as defined below). (a) “Extension Base Rent” for the first Lease Year in the term Extension Term is one hundred percent (100%) of this lease, the Fair Market Rent (as defined below); and the Expiration Date shall thereupon be deemed to be the last day of the Extension Term. Except as otherwise provided in this Article, all of the terms, covenants and conditions of this lease shall continue in full force and effect during the Extension Term, including items of additional rent and escalation rent which shall remain payable on the terms herein set forth. B. The fixed annual rent payable by Tenant Base Rent for the demised premises each Lease Year thereafter during the Extension Term shall be equal to one hundred two and half percent (102.5%) of the then fair market rent Extension Base Rent for the demised premises, which shall be determined as the fixed annual rent for comparable office space in a comparable building taking into account the actual base years for operating expenses and taxes which would be applicable (the “FMR”). For purposes of determining the FMR immediately preceding Lease Year during the Extension Term; provided, it should however, in no event shall the Extension Base Rent for the first Lease Year in the Extension Term be assumed that Tenant is not receiving a prevailing market inducement package less than the Base Rent for the last Lease Year of the initial Term. (i.e.b) “Fair Market Rent” is, free rent, work letter and the like), since Tenant will not be receiving such inducement package. The FMR shall be as determined in accordance with Sections 1.05(b)(i) and (ii), the following procedure: (i) Immediately after annual rental rates being charged in question in the exercise by Tenant of its option under paragraph (A) above, Landlord Northwest Minneapolis/St. Xxxx greater metropolitan area warehouse and Tenant shall use their best efforts to agree upon the FMR office market sector for the Extension Term. In the event Landlord and Tenant cannot reach agreement within fifteen (15) business days after comparable space for leases commencing on or about the date of Tenant’s notice the commencement of exercise of its option, Landlord and Tenant shall each select a reputable, independent, qualified, licensed real estate broker having an office in New York County, with at least ten (10) years experience as a commercial real estate broker, who is familiar with the rentals then being charged in the Building and in comparable buildings (respectively, “Landlord’s Broker” and “Tenant’s Broker”), who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the FMR. If Landlord’s Broker and Tenant’s Broker cannot reach agreement within sixty (60) days after the date of Tenant’s notice of exercise of its option, then within ten (10) days thereafter, they shall designate a third reputable, independent, qualified, licensed real estate broker having an office in New York County (the “Independent Broker”). Upon the failure of Landlord’s Broker and Tenant’s Broker to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by a Justice of the Supreme Court of the State of New York upon ten (10) days notice, or by any other court in New York County having jurisdiction and exercising functions similar to those exercised by the Supreme Court of the State of New York. Concurrently with such appointment, Landlord’s Broker and Tenant’s Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker’s estimate of the FMR (respectively, “Landlord’s Broker’s Letter” and “Tenant’s Broker’s Letter”). (ii) In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by $4.00 per rentable square foot or less, then the FMR shall not be determined by the Independent Broker, and the FMR shall be the average of the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter. In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by more than $4.00 per rentable square foot per annum, the Independent Broker shall conduct such investigations and hearings as he may deem appropriate and shall, within sixty (60) days after the date of his designation, choose either the rental set forth in Landlord’s Broker’s Letter or Tenant’s Broker’s Letter to be the FMR during the Extension Term taking into consideration use, location and such choice shall be binding upon Landlord and Tenant. Once such determination has been madefloor level of the applicable building, the fixed annual rent payable by Tenant for the Extension Term shall be the FMRlocation, as finally determined in accordance with this Article. Landlord quality and Tenant shall each pay the fees and expenses of its respective broker. Such FMR shall thereafter be subject to adjustment as elsewhere provided in this lease. The fees and expenses age of the Independent Broker shall be shared equally by Landlord building, leasehold improvements or allowances provided, rental concessions (such as abatements, lease assumptions or takeovers and moving expenses), the date that the particular rate under consideration became or becomes effective, the term of the lease under consideration, the extent of services provided thereunder, applicable distinctions between “gross” leases and “net” leases, base year figures and base years for escalation purposes, the creditworthiness and quality of Tenant. C. In , leasing commissions and costs of the event the Extension Term shall commence prior lease and other adjustments to the determination of base rental and any other relevant term or condition in making such evaluation, including the fixed annual rent for the Extension Term as herein provided, then the fixed annual rent to be paid by Tenant benefit to Landlord until such determination has been made shall be of having the Premises immediately rent in effect for the demised premises for the twelve (12) month period immediately preceding producing at the commencement of the Extension Term, including fixed annual rent, all escalations and additional rent payable pursuant to . Subleases of the provisions of this lease. After such determination has been made for the fixed annual rent to Premises shall not be paid by Tenant during the Extension Term, any deficiency taken into account in fixed annual rent due from Tenant to Landlord during the Extension Term shall be paid within ten (10) days after demand therefor and any overage paid by Tenant shall be promptly credit against the next due installments of fixed annual rent until such overage has been fully exhausted. D. Promptly after the fixed annual rent has been determined, Landlord and Tenant shall execute and deliver an agreement setting forth the fixed annual rent for the demised premises determining Fair Market Rent for the Extension Term. For purposes of clarity, nothing in this Section 1.05 shall make Landlord responsible for paying, or entitle Tenant or any other person to receive, any rental concessions or payment of any tenant improvement allowances or leasing commissions which may be factors taken into account in determining Fair Market Rent for the Extension Term as finally determined, provided the failure of the parties to do so shall not affect their respective rights and obligations hereunderabove.

Tenant’s Extension Option. A. Provided Section III(b) of the 2001 Lease is hereby deleted in its entirety and the following is substituted in its place: "On the conditions (which conditions Landlord may, at its election, waive by written notice to Tenant at any time), that: (i) no Termination Event has occurred prior to the commencement of the hereinafter referenced Additional Term, (ii) both at the time that Tenant gives Landlord written notice exercising its extension option under this lease shall then be Section 7.1, and as of the commencement of the Additional Term, Tenant is not in default of its obligations under the 2001 Lease, and (iii) both at the time that Tenant gives Landlord written notice exercising its extension option under this Section 7.1, and as of the commencement of the Additional Term, the 2001 Lease is in full force and effect, (ii) Tenant shall not be in default hereunder beyond all applicable notice, grace and/or cure periods have the right to extend the term of any monetary or material non-monetary obligations either the 2001 Lease for one additional term ("Additional Term") commencing as of May 1, 2007 and ending as of April 30, 2012. Said additional term shall be upon all of the date same terms and conditions of the 2001 Lease in effect immediately preceding the commencement of such Additional Term, except that: a. The annual base rent payable with respect to the 2001 Premises for the period May 1, 2007-April 30, 2009 shall be $676,400.00 (i.e. monthly payments of $56,366.67) [based upon $38 per rentable square foot]; b. The annual base rent payable with respect to the 2001 Premises for the period May 1, 2009-April 30, 2012 shall be $765,400.00 (i.e. monthly payments of $63,783.33) based upon $43 per rentable square foot]; c. Tenant shall have no further right to extend the term of the 2001 Lease other than the one five year term provided for in this Section 7.1. d. Notwithstanding the fact that, upon Tenant’s 's exercise of the extension option described herein or as of the day which would otherwise be the first day of the Extension Term, as defined herein (which conditions regarding default may be waived by Landlord in its sole discretion), and (iii) Tenant shall then be in physical occupancy of the entire demised premises, Tenant shall have one (1) option to extend the term of this the 2001 Lease, such extension shall be self-executing, as aforesaid, the parties shall promptly execute a lease for an additional term of five (5) years (amendment reflecting such Additional Term after Tenant exercises the “Extension Term”)herein option. The Extension Term execution of such lease amendment shall commence on the day immediately following the Expiration Date and shall expire on the day prior not be deemed to the fifth (5th) anniversary of the Expiration Date unless the Extension Term shall sooner end pursuant to waive any of the terms, covenants or conditions of this lease or pursuant to law. Tenant shall give Landlord written notice of Tenant’s intention to exercise such option on or before the date which is not less than eighteen (18) months nor more than twenty-one (21) months prior to the Expiration Date, and upon the giving of such notice, this lease and the term hereof shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the Extension Term had originally been included in the term of this lease, and the Expiration Date shall thereupon be deemed to be the last day of the Extension Term. Except as otherwise provided in this Article, all of the terms, covenants and conditions of this lease shall continue in full force and effect during the Extension Term, including items of additional rent and escalation rent which shall remain payable on the terms herein set forth. B. The fixed annual rent payable by Tenant for the demised premises during the Extension Term shall be equal to the then fair market rent for the demised premises, which shall be determined as the fixed annual rent for comparable office space in a comparable building taking into account the actual base years for operating expenses and taxes which would be applicable (the “FMR”). For purposes of determining the FMR during the Extension Term, it should be assumed that Tenant is not receiving a prevailing market inducement package (i.e., free rent, work letter and the like), since Tenant will not be receiving such inducement package. The FMR shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option under paragraph (A) above, Landlord and Tenant shall use their best efforts to agree upon the FMR for the Extension Term. In the event Landlord and Tenant cannot reach agreement within fifteen (15) business days after the date of Tenant’s notice of 's exercise of its optionrights under this Section 7.1, Landlord and Tenant shall each select a reputable, independent, qualified, licensed real estate broker having an office in New York County, with at least ten (10) years experience as a commercial real estate broker, who is familiar with the rentals then being charged in the Building and in comparable buildings (respectively, “Landlord’s Broker” and “Tenant’s Broker”), who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the FMR. If Landlord’s Broker and Tenant’s Broker cannot reach agreement within sixty (60) days after the date of Tenant’s notice of exercise of its option, then within ten (10) days thereafter, they shall designate a third reputable, independent, qualified, licensed real estate broker having an office in New York County (the “Independent Broker”). Upon the failure of Landlord’s Broker and Tenant’s Broker to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by a Justice of the Supreme Court of the State of New York upon ten (10) days notice, or by any other court in New York County having jurisdiction and exercising functions similar to those exercised by the Supreme Court of the State of New York. Concurrently with such appointment, Landlord’s Broker and Tenant’s Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker’s estimate of the FMR (respectively, “Landlord’s Broker’s Letter” and “Tenant’s Broker’s Letter”). (ii) In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by $4.00 per rentable square foot or less, then the FMR shall not be determined by the Independent Broker, and the FMR shall be the average of the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter. In the event the FMR set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter shall differ by more than $4.00 per rentable square foot per annum, the Independent Broker shall conduct such investigations and hearings as he may deem appropriate and shall, within sixty (60) days after the date of his designation, choose either the rental set forth in Landlord’s Broker’s Letter or Tenant’s Broker’s Letter to be the FMR during the Extension Term and such choice shall be binding upon Landlord and Tenant. Once such determination has been made, the fixed annual rent payable by Tenant for the Extension Term shall be the FMR, as finally determined in accordance with this Article. Landlord and Tenant shall each pay the fees and expenses of its respective broker. Such FMR shall thereafter be subject to adjustment as elsewhere unless otherwise specifically provided in this lease. The fees and expenses of the Independent Broker shall be shared equally by Landlord and Tenantsuch lease amendment. C. In the event the Extension Term shall commence prior to the determination of the fixed annual rent for the Extension Term as herein provided, then the fixed annual rent to be paid by Tenant to Landlord until such determination has been made shall be the rent in effect for the demised premises for the twelve (12) month period immediately preceding the commencement of the Extension Term, including fixed annual rent, all escalations and additional rent payable pursuant to the provisions of this lease. After such determination has been made for the fixed annual rent to be paid by Tenant during the Extension Term, any deficiency in fixed annual rent due from Tenant to Landlord during the Extension Term shall be paid within ten (10) days after demand therefor and any overage paid by Tenant shall be promptly credit against the next due installments of fixed annual rent until such overage has been fully exhausted. D. Promptly after the fixed annual rent has been determined, Landlord and Tenant shall execute and deliver an agreement setting forth the fixed annual rent for the demised premises for the Extension Term, as finally determined, provided the failure of the parties to do so shall not affect their respective rights and obligations hereunder.