Terms and Conditions. If Tenant exercises the renewal option, then all of the terms and conditions set forth in this Lease as applicable to the 14th Floor Expansion Space during the initial term shall apply during such renewal term, except that # Tenant shall have no further right to renew the Lease as to the 14th Floor Expansion Space, # Tenant shall take the 14th Floor Expansion Space in its then “as-is” state and condition for the renewal term, # the annual fixed rent payable by Tenant for the 14th Floor Expansion Space shall be the then fair market rent for the 14th Floor Expansion Space based upon the terms of the Lease as to the 14th Floor Expansion Space, as renewed, # the Operating Expense Base under [Section 4.05(c)] of the Lease for the 14th Floor Expansion Space shall be the calendar year in which the renewal term commences, and # the Tax Base under [Section 4.01(b)] of the Lease for the 14th Floor Expansion Space shall be the fiscal tax year in which the renewal term commences. Fair market rent shall include the periodic rental increases, if any, that would be included for space leased for the period the 14th Floor Expansion Space will be covered by the Lease. For purposes hereof, the term “fair market rent” shall have the meaning set forth above in Paragraph 1.b.(i) above. The fair market rent shall be mutually agreed upon by Landlord and Tenant in writing within the thirty (30) calendar day period commencing six (6) months prior to commencement of the renewal period. If Landlord and Tenant are unable to agree upon the fair market monthly rent within said thirty (30) day period, then the fair market rent shall be established by appraisal in accordance with the procedures set forth in attached Exhibit B.

Upon Tenant’s exercise of the 14th Floor Expansion Option, Landlord and Tenant shall enter into an amendment to this Lease adding the 14th Floor Expansion Space to the Premises on all the terms and conditions set forth in this Lease as to the Premises then demised under the Lease, except that # the term of the Lease as to the 14th Floor Expansion Space shall commence on January 1, 2010, or, if later, the date the 14th Floor Expansion Space is actually delivered to Tenant, # the annual fixed rent payable by Tenant for the 14th Floor Expansion Space shall be the fair market rent for the 14th Floor Expansion Space, as set forth in Landlord’s Option Notification or as determined by the appraisal procedure (as applicable), # Tenant’s Proportionate Share for Taxes as to the 14th Floor Expansion Space and Tenant’s Proportionate Share for Operating Expenses as to the 14th Floor Expansion Space shall be established based on the then rentable square footage of the 14th Floor Expansion Space; # the “Tax Base” under [Section 4.01(b)] of the Lease as to the 14th Floor Expansion Space shall be the fiscal tax year in which the 14th Floor Expansion Space is added to the Lease, # the “Operating Expense Base” under [Section 4.05(c)] of the Lease as to the 14th Floor Expansion Space shall be the calendar year in which the 14th Floor Expansion Space is added to this Lease, # Tenant shall take the 14th Floor Expansion Space in its then “as-is” condition (unless the current fair market terms for the 14th Floor Expansion Space include a tenant improvement allowance, in which event Tenant shall receive a tenant improvement allowance for improvements to the 14th Floor Expansion Space and the annual fixed rent set forth in Landlord’s Option Notification shall take into account such tenant improvement allowance) and # the renewal option provided for in Article 22 of the Lease shall be inapplicable to the 14th Floor Expansion Space and the provisions of Paragraph l.d. below shall instead apply with regard to the renewal of the Lease as to the 14th Floor Expansion Space.

If the fair market rent is not established prior to the commencement of the renewal term, then Tenant shall pay fixed annual rent and payments for Operating Expenses and Taxes for the 14th Floor Expansion Space at the rate that was in effect for the 14th Floor Expansion Space immediately prior to the commencement of the renewal term and, as soon as the fair market rent is determined for the 14th Floor Expansion Space, Tenant shall pay to Landlord within ten (10) days of written demand any deficiency in the amount paid by Tenant during such period, or, if Tenant paid excess rent during such period, Landlord shall credit such excess payments to the rent amounts next due.

If the 14th Floor Expansion Space is added to the Lease pursuant to this Paragraph 1, Tenant shall have the option to renew the term of the Lease as to the 14th Floor Expansion Space for one (1) additional term of five (5) years, commencing on June 1, 2016, which renewal option is separate from Tenant’s renewal option under Article 22 of the Lease as to the Premises other than the 14th Floor Expansion Space. The renewal option must be exercised, if at all, by written notice given by Tenant to Landlord not later than June 1, 2015. Notwithstanding the foregoing, at Landlord’s election, the renewal option shall be null and void and Tenant shall have no right to renew the Lease as to the 14th Floor Expansion Space if on the date Tenant exercises the option or on the date immediately preceding the commencement of the renewal period # the Tenant originally named in this Amendment is not in occupancy of the entire 14th Floor Expansion Space or such Tenant does not intend to continue to occupy all of the same (but intends to assign this Lease or sublet the 14th Floor Expansion Space in whole or in part), or # there exists an uncured breach of the Lease by Tenant that has continued beyond any applicable notice and cure period, or, if the cure period has not yet expired, is not cured prior to the expiration of the cure period.