Extension; Waiver. At any time prior to the Closing, any party hereto may, to the extent legally allowed, # extend the time for the performance of any of the obligations or other acts of the other Parties,

Extension Request. The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as agreed to by the Administrative Agent) prior to the date on which Lenders under the Existing Term Loan Tranche or Existing Revolver Tranche, as applicable, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this [Section 2.18]. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Term Loans or any of its Revolving Credit Commitments amended into Extended Revolving Credit Commitments, as applicable, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and any Revolving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of its Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Revolving Credit Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Extended Term Loans or Extended Revolving Credit Commitments, as applicable, (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, in respect of which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested to be extended pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as applicable, subject to Extension Elections shall be amended to Extended Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, included in each such Extension Election.

Extension Offers. Pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the ​ to all Lenders holding Loans and/or Commitments of a particular Class with a like Maturity Date, the ​ may extend such Maturity Date and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms set forth in an Extension Offer (each, an “Extension”). Each Extension Offer will specify the minimum amount of Loans and/or Commitments with respect to which an Extension Offer may be accepted, which # with respect to Loans and/or Commitments denominated in Dollars, will be an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $5,000,000, or # with respect to Loans and/or Commitments denominated in any Alternative Currency, will be an integral multiple of the Dollar Amount of $1,000,000 and an aggregate principal amount that is not less than the Dollar Amount of $5,000,000 or, in each case, if less, # the aggregate principal amount of such Class of Loans outstanding or # such lesser minimum amount as is approved by the Administrative ​, such consent not to be unreasonably withheld, conditioned or delayed. Extension Offers will be made on a pro rata basis to all Lenders holding Loans and/or Commitments of a particular Class with a like Maturity Date. If the aggregate outstanding principal amount of such Loans (calculated on the face amount thereof) and/or Commitments in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans and/or Commitments offered to be extended pursuant to such Extension Offer, then the Loans and/or Commitments of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions. The terms of an Extension Offer shall be determined by the ​, and Extension Offers may contain one or more conditions to their effectiveness, including a condition that a minimum amount of Loans and/or Commitments of any or all applicable tranches be tendered.

Extension Amendments. The Lenders hereby irrevocably authorize the Administrative ​ to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) as may be necessary or appropriate in order to establish new tranches in respect of Extended Loans and Extended Commitments and such amendments as permitted by [clause (c)] below as may be necessary or appropriate in the reasonable opinion of the ​, in consultation with the Administrative ​, in connection with the establishment of such new tranches of Loans. This Section 2.18 shall supersede any provisions in [Section 2.15 or 11.01] to the contrary. Except as otherwise set forth in an Extension Offer, there will be no conditions to the effectiveness of an Extension Amendment. Extensions will not constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

Extension Options. Landlord hereby grants to Tenant two (2) consecutive options to extend the Term (each, an “Extension Option” and collectively, the “Extension Options”) for successive periods of five (5) years each (each, an “Extension Term”) commencing on the first day following the Expiration Date, on the terms and subject to the conditions set forth in this Paragraph; provided, however, that # an Extension Option shall be exercised, if at all, only with respect to the entire Premises; # the second Extension Option may be exercised only if the first Extension Option has been duly exercised; and # if Tenant is in monetary or material non-monetary default beyond applicable notice and cure periods under any of the terms, covenants or conditions of this Lease either at the time Tenant exercises an Extension Option or upon the commencement of the applicable Extension Term, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate such Extension Option and to unilaterally nullify Tenant’s exercise of such Extension Option, in which event this Lease shall expire on the Expiration Date, unless sooner terminated pursuant to the terms hereof, and Tenant shall have no further rights under this Lease to renew or extend the Term.

Extension Terms. All terms and conditions of this Lease shall be applicable during the Extension Period(s) except that the amount of Base Rent charged for the Renewal Period shall be the then “Prevailing Market Rent”, which shall be the base or fixed rent for comparable office space in the Seaport District of the City of Boston being leased to renewal tenants in comparable buildings, taking into account all then-relevant factors, including such market concessions, if any, as are then being offered by landlords to renewal tenants leasing comparable office space in comparable buildings, including the existence or nonexistence of any rent abatement, the amount of any tenant improvement allowance, the amount of any brokerage commissions, the net or gross basis of the comparable leases as opposed to the net lease structure of this Lease. If within thirty (30) days following delivery of an Extension Election Notice, Landlord and Tenant have not mutually agreed on the Prevailing Market Rent for the applicable Extension Period, then the parties shall use the following method to determine the Prevailing Market Rent (the “Baseball Arbitration Method”): within ten (10) business days after the expiration of such thirty-day period, an impartial, senior broker in a Boston, Massachusetts leasing brokerage firm (the “Baseball Arbitrator”) shall be selected jointly by Landlord and Tenant. If Landlord and Tenant cannot not agree upon the Baseball Arbitrator, then the same shall be designated by the then president of the Commercial Brokers Association of the Greater Boston Real Estate Board (or comparable organization reasonably satisfactory to the parties, if no longer existing), who may not select himself or herself or a broker at the same firm with which he or she is then affiliated. The Baseball Arbitrator selected by the parties or designated as aforesaid shall have at least ten (10) years’ experience in the leasing of first-class office space in downtown Boston (including the Seaport and Financial District submarkets) and shall not have worked for either party in the five (5) years prior to his or her selection. Landlord and Tenant shall each submit to the Baseball Arbitrator and to the other their respective proposed Prevailing Market Rent for the Premises within ten (10) days after the designation of such Baseball Arbitrator. The Baseball Arbitrator may not select any other rental value for the Premises, other than one submitted by Landlord or Tenant. The determination of the Baseball Arbitrator so-selected or designated shall be binding upon Landlord and Tenant shall serve as the basis for the determination of the annual Base Rent payable for the respective Extension Period. Each party shall pay one-half of the cost of the Baseball Arbitrator. Each Baseball Arbitrator shall thereupon make his or her determination of the Prevailing Market Rent within twenty (20) business days after the appointment of such Baseball Arbitrator.

Extension; Waiver. Subject to Section 7.01, at any time prior to the Effective Time of the Acquisition, the parties may # extend the time for the performance of any of the obligations or other acts of the other parties, # waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or # waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

Fee Letter. Borrower agrees to pay to Administrative Agent and Arranger, for the account of Administrative Agent, Arranger and each Lender, as applicable, fees, in the amounts and on the dates set forth in the Fee Letter.

Late Fee. Any principal or interest due under this Agreement, the Revolver Note, or any other Loan Document which is not paid within ten (10) days after its due date (whether as stated, by acceleration or otherwise) shall be subject to a late payment charge of five percent (5.00%) of the total payment due, in addition to the payment of interest. Borrowers agree to pay and stipulates that five percent (5.00%) of the total payment due in a reasonable amount for a late payment charge. Borrowers shall pay the late payment charge upon demand by the Bank or, if billed, within the time specified, and in immediately available funds, US Dollars.

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than Defaulting Lenders to the extent set forth in [Section 2.16(a)(iii)]) in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has terminated, on the actual daily Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in [Section 2.16]. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Facility Applicable Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.