Limitation on 14th Floor Expansion Option. Notwithstanding the foregoing, if # on the date of exercise of the 14th Floor Expansion Option, or the date immediately preceding the date the Lease term for the 14th Floor Expansion Space is to commence, there exists an uncured breach of this Lease by Tenant, or # on the date immediately preceding the date the Lease term for the 14th Floor Expansion Space is to commence Tenant named herein # is not in occupancy of the entire Premises then leased hereunder or # does not intend to occupy the entire Premises, together with the 14th Floor Expansion Space, then, at Landlord’s option, Tenant shall have no right to lease the 14th Floor Expansion Space and the exercise of the right of first offer shall be null and void.

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.

If Tenant exercises the 14th Floor Expansion Option granted herein, Landlord does not guarantee that the 14th Floor Expansion Space will be delivered on January 1, 2010, if the then existing occupant(s) of the 14th Floor Expansion Space shall hold-over, or for any other reason beyond Landlord’s reasonable control. In such event, all rental obligations with respect to the 14th Floor Expansion Space shall be abated until Landlord legally delivers the same to Tenant, as Tenant’s sole recourse.

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.