the annual fixed rent payable by Tenant during each Extension Period (hereinafter called the “Extension Rent”) shall, subject to adjustment as otherwise in this lease provided, be an amount equal to 95% of the fair market value of the Demised Premises, to be determined as provided in Section 22.03 and to be calculated as of the Renewal Term Commencement Date on the basis of a new letting of the Demised Premises for a term of five (5) years, and

“Lease” means any lease, sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy, all or any portion of any space in any Property, and # every modification, amendment or other agreement relating to such lease, sublease, subsublease or other agreement entered into in connection with such lease, sublease, subsublease or other agreement, and # every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

reimbursement by [[Landlord:Organization]] of [[Tenant:Organization]]’s reasonable and necessary, actual out-of-pocket costs and expenses in taking such action (and only such action as specified in the second ten (10) day notice given to [[Landlord:Organization]]), but only to the extent such amounts would not have been payable by [[Tenant:Organization]] under this Lease. Such amounts shall be promptly reimbursed by [[Landlord:Organization]] on the receipt from [[Tenant:Organization]] of a detailed invoice setting forth a particularized breakdown of the costs and expenses incurred in connection with the action taken by [[Tenant:Organization]]. Notwithstanding the foregoing to the contrary, if the Required Action represents a response to an Emergency (defined below), then the required response period with respect to the two (2) notices described above shall be reduced, in such case, to one (1) business day with respect to the first (1st) notice and one (1) business day with respect to the second (2nd) notice, provided that [[Tenant:Organization]]’s first (1st) and second (2nd) notices each specify in bold faced letting that notice in question constitutes a request for [[Landlord:Organization]]’s Required Action with respect to an Emergency pursuant to the provisions of this Section 7.2. If [[Tenant:Organization]] takes any such action, [[Tenant:Organization]] shall use only those contractors used by [[Landlord:Organization]] in the Building for work unless such contractors are unwilling or unable to perform, or timely perform such work, in which event [[Tenant:Organization]] may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Promptly following completion of any work taken by [[Tenant:Organization]] pursuant to this Section 7.2, [[Tenant:Organization]] shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If [[Landlord:Organization]] does not deliver a detailed written objection to [[Tenant:Organization]] within thirty (30) days after receipt of an invoice from [[Tenant:Organization]], then, subject to the limitation below, [[Tenant:Organization]] shall be entitled to deduct from Rent next due and payable by [[Tenant:Organization]] under this Lease, the amount set forth in such invoice. If, however, [[Landlord:Organization]] delivers to [[Tenant:Organization]], within thirty (30) days after receipt of [[Tenant:Organization]]’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity [[Landlord:Organization]]’s reasons for its claim that such action did not have to be taken by [[Landlord:Organization]] pursuant to this Lease or that the charges are excessive (in which case [[Landlord:Organization]] shall pay the amount it contends would not have been excessive), then [[Tenant:Organization]] shall not then be entitled to such deduction from Rent. On the other hand, [[Tenant:Organization]] may proceed to claim a default by [[Landlord:Organization]]. If [[Tenant:Organization]] prevails in such claim, the amount of the award (which shall include interest from the time of each expenditure by [[Tenant:Organization]] until the date [[Tenant:Organization]] receives such amount by payment or offset and attorneys’ fees and related costs) may be deducted by [[Tenant:Organization]] from the Rent next due and owing under this Lease, subject to the limitation below. Notwithstanding the foregoing, with respect to any deduction from Rent permitted under this Section, that [[Tenant:Organization]] shall not been entitled to deduct or offset more than twenty-five percent (25%) of the Base Rent payable hereunder in any calendar month pursuant to the provisions of this Section 7.2 (for example, if the amount owed by [[Landlord:Organization]] to [[Tenant:Organization]] is the equivalent of one (1) full calendar month’s payment of Base Rent, [[Tenant:Organization]] would be entitled to deduct twenty-five percent (25%) of the Base Rent payable hereunder for the next four (4) successive calendar months in order to offset such amount). For purposes of this Section 7.2, an “Emergency” shall mean an event threatening immediate and material danger to people located in the applicable Building or immediate, material damage to the Building, Building Systems, Building Structure, any portion of the Premises, or that creates a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of [[Tenant:Organization]]’s business operations which are carried on therein.