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.

Tenant agrees to pay the annual fixed rent and additional rent in lawful money of the United States of America. The fixed rent shall be paid in equal monthly installments in advance on the first day of each calendar month during the term of this lease commencing on the Rent Commencement Date, at the office of Landlord set forth above, or such other place as Landlord may designate, without any setoff or deduction whatsoever except as otherwise provided in this lease. If the Rent Commencement Date shall be other than the first day of a calendar month, the annual fixed rent shall be prorated for the month in which the Rent Commencement Date occurs and such prorated amount shall be payable on the first day of the first full calendar month thereafter.

Base Rent Abatement. Provided that Tenant is not then in default of the terms of the Lease, after expiration of any applicable notice and cure periods, Tenant will have no obligation to pay any Base Rent with respect to the Substitute Premises for the period for the first (1st) month of the Substitute Premises Term. Notwithstanding the foregoing, Tenant’s Share of annual Direct Expenses shall not be abated during the Substitute Premises Term.

instrument entered into between Landlord and Tenant), but # the Basic Monthly Rent for the Additional Space for the first four (4) months on and after the Expansion Date shall be $8.00 per rentable square foot on an annual basis, # the increases in the Basic Monthly Rent shall still occur on each August 1st during the Term, and # the Expiration Date for both the Additional Space and the Existing Space shall remain as July 31, 2025:

Modification of Monthly Rent. Effective as of the Additional Premises Commencement Date, Tenant shall pay the amounts set forth below as annual fixed rent for the Additional Premises pursuant to Article 1 of the Lease:

Notwithstanding anything contained herein to the contrary, in the event that the Landlord’s 5th Floor Post-Commencement Work shall not have been Substantially Completed on or before the date that is the later to occur of: # the date that Tenant shall have completed Tenant’s Work in the 5th Floor Space and is ready to occupy the 5th floor Space for purposes of commencing its business operations therein (it being agreed that Tenant shall provide Landlord with notice at least ten (10) Business Days prior to such date advising Landlord of the date Tenant anticipates that Tenant’s Work shall be Substantially Completed and Tenant shall be ready to commence occupancy of the 5th Floor Space for the conduct if its business operations therein), and # the date that is ninety (90) days following the 5th Floor Post-Commencement Work Start Date (such later date, the “5th Floor Post-Commencement Penalty Date”) and Tenant is not able to occupy the 5th Floor Space for the conduct of its business or to perform Tenant’s Work therein solely as a result thereof, then as Tenant’s sole and exclusive remedy in connection therewith, Tenant shall receive a rent credit in an amount equal to one (1) day of the Annual Fixed Rent payable hereunder in respect of the 5th Floor Space for each day after the 5th Floor Post-Commencement Penalty Date until the Landlord’s 5th Floor Post-Commencement Work shall be Substantially Completed (which rent credit shall be applied against Annual Fixed Rent first becoming due hereunder with respect to the 5th Floor Space until such rent credit has been fully applied); provided, however, the 5th Floor Post-Commencement Penalty Date shall be extended by one day for each day of delay in the Substantial Completion of Landlord’s 5th Floor Post-Commencement Work which is due to casualty, condemnation, Tenant Delay and/or Unavoidable Delay.

Substitution. Upon at least sixty (60) days prior written notice, Landlord may relocate Tenant within the Project (or to any other facility owned by Landlord or an affiliate of Landlord within the vicinity of the Project) to substitute space. As used in this Paragraph, “substitute space” means space, at Landlord’s sole discretion, containing either # up to 500 square feet more than the square footage set forth in the Basic Lease Information or # which is not more than 15 percent greater or lesser than the square footage set forth in the Basic Lease Information, and which is comparable in utility and condition to the Premises. If Landlord exercises this right to relocate Tenant, Landlord shall reimburse Tenant for # Tenant’s reasonable out-of-pocket expenses for moving Tenant’s furniture, equipment and supplies from the Premises to the substitute space; # the cost of installing leasehold improvements in the substitute space comparable to those in the Premises; # reprinting Tenant’s stationery of the same quality and quantity as Tenant’s stationery supply on hand immediately before Landlord’s exercise of this relocation right. In the event Tenant is relocated pursuant to this Paragraph 21, Tenant shall surrender the Premises to Landlord in accordance with all terms and conditions of this Lease prior to the termination of the 60-day period and shall promptly upon Landlord’s request execute an amendment or new Lease which shall designate the substitute space as the “Premises” subject to this Lease and adjust the Base Rent and Additional Rent to reflect any increase or decrease in the floor area of the substitute space or, if Tenant is relocated outside the Project, to execute a new lease in substantially the same form as the existing Lease with the affiliate of Landlord.

The 1996 annual fixed rent for the premises demised pursuant to the Lease shall be the sum of $533,345.21, which shall be paid in ten (10) equal monthly installments of $53,334.52 commencing March 1, 1996 and ending December 31, 1996. The annual fixed rent set forth in this Paragraph 4, is net of the debt of $61,334.33 refereed to in Paragraph 1 of the amendment to the Agreement of Lease dated December 22, 1995 (“First Amendment”). The undersigned hereby acknowledge and agree that payment of $266,672.30 representing full settlement of the fixed rent for the period January 1, 1996 through July 31, 1996 has been received prior to, or concurrent with the execution of this Agreement. The fixed rent obligation beginning August 1, 1996 remains $53,334.52 per month through December 31, 1996.

Anything to the contrary herein notwithstanding, if during any of the rent credit or rent abatement periods detailed in [Section 5.2(a)(i)-(iv)])] above, Tenant shall be in default under the Lease beyond the expiration of applicable notice and cure periods, if any, no Annual Fixed Rent shall be further abated or credited thereafter; provided, however, if Tenant cures such default prior to any termination of the Lease by Landlord due to such default pursuant to the terms thereof, then Tenant shall then be entitled to any rent credit or rent abatement of Annual Fixed Rent remaining with respect to such period that was not previously received by Tenant pursuant to this Section 5.2(b).

Estimated Additional Rent: Annual Reconciliation. [[Organization A:Organization]] shall, each year during the Term of this Lease Agreement, give [[Organization B:Organization]] an estimate of Operating Expenses and Real Estate Taxes payable per square foot of rentable area for the coming calendar year. [[Organization B:Organization]] shall pay, as Additional Rent, along with its monthly Minimum Rental payments required hereunder, one-twelfth (1/12) of such estimated Operating Expenses and Real Estate Taxes and such Additional Rent shall be payable until subsequently adjusted for the following year pursuant to this Article. As soon as possible after the expiration of each calendar year, [[Organization A:Organization]] shall determine and certify to [[Organization B:Organization]] the actual Operating Expenses and Real Estate Taxes for the previous year per square foot of rentable area in the Building and the amount applicable to the Premises. If such statement shows that [[Organization B:Organization]]’s share of Operating Expenses and Real Estate Taxes exceeds [[Organization B:Organization]]'s estimated monthly payments for the previous calendar year, then [[Organization B:Organization]] shall, within thirty (30) days after receiving [[Organization A:Organization]]'s certification, pay such deficiency to [[Organization A:Organization]]. In the event of an overpayment by [[Organization B:Organization]], such overpayment shall be refunded to [[Organization B:Organization]], at the time of certification, in the form of an adjustment in the Additional Rental next coming due, or if at the end of the Term by a refund.