Common use of Extension Option Clause in Contracts

Extension Option. (a) Borrower shall have the option (the "EXTENSION OPTION"), to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Date.

Extension Option. So long as this Lease is still in full force and effect, and subject to the Conditions (a) Borrower as hereinafter defined), which Landlord may waive, in its discretion, at any time, but only by notice to Tenant, Tenant shall have the option (the "EXTENSION OPTION"), right to extend the Maturity Date term of this Lease for one (1) additional period (the “Extended Term”) of four (4) years. The Extended Term shall commence on the day succeeding the expiration of the Loan from Original Term and shall end on the Payment Date in Juneday immediately preceding the fourth anniversary of the commencement of the Extended Term. All of the terms, 2001 (the "ORIGINAL MATURITY DATE"), covenants and provisions of this Lease applicable immediately prior to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each expiration of the following conditions (then current term Original Term shall apply to the "EXTENSION CONDITIONS"): Extended Term except that (i) Borrower the Annual Fixed Rent for the Extended Term shall be ninety-five percent (95%) of the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided, Tenant shall have given written no further right to extend the term of this Lease beyond the Extended Term. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice of its election (an "EXTENSION NOTICE"the “Election Notice”) to the Agent and Collateral Agent not less sooner than sixty one (601) days year, nor later than eight (8) months, prior to the expiration of the Original Maturity Date Term. If Tenant fails to give such Election Notice to Landlord, the term of its election to exercise this Lease shall automatically terminate no later than the Extension Option; (ii) no Default or Event end of Default the Original Term, and Tenant shall have occurred and be continuing on no further option to extend the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit term of this Lease, it being agreed that time is of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal essence with respect to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocationsuch Election Notice. If Tenant shall extend the term of the Loan is extended hereof pursuant to the provisions of this SECTION ------- 2.17Section 2.3, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be automatically effected without the execution of any additional documents, but Tenant shall, at Landlord’s request, execute an agreement confirming the Annual Fixed Rent for the Extended Term. The “Conditions” are that, as of the date of the Election Notice there shall exist no Default of Tenant and the named Tenant as set forth in Section 1.1 (or any successor by Merger, or any Affiliate as defined in Section 6.2.1) shall actually occupy the entire Premises. Notwithstanding any provision of this Section 2.3 to the contrary, if Landlord’s Notice shall contain the Relocation Request, then all the terms Tenant may withdraw and conditions cancel its Election Notice by notice given to Landlord not later than twenty (20) days after Landlord’s Notice (time being of the Loan ---- Documents essence), in which case Tenant’s Election Notice shall remain in full force be null, void and of no effect and unmodifiedthe term of this Lease shall expire not later than the expiration of the Original Term as if the Election Notice had never been given. If Tenant shall not withdraw the Election Notice timely, except that then Landlord may relocate Tenant in accordance with the Maturity Date Relocation Request and Section 2.1, and in such case, all references in this Section 2.3 to the “Premises” shall be deemed to refer to the Extended Maturity Date.substitute space identified in the Relocation Request

Extension Option. (a) The Borrower may, by notice to the Administrative Agent (which shall have promptly notify the option Lenders) not more than 60 days and not less than 30 days prior to any two anniversaries of the Closing Date (the "EXTENSION OPTION"each such anniversary, an “Anniversary Date”), to request that the Lenders extend the Maturity Date of the Loan applicable to their Revolving Commitments for an additional one-year period from the Payment Commitment Termination Date then in June, 2001 effect hereunder (the "ORIGINAL MATURITY DATE"“Existing Commitment Termination Date”), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice Each such Lender, acting in its sole discretion, shall, by written notice (or telephonic notice promptly confirmed in writing) to the Borrower and the Administrative Agent given no later than the date (herein, the “Consent Date”) that is 20 days after the date of the extension request (or, if such date is not a Business Day, the next succeeding Business Day), advise the Borrower and the Administrative Agent whether or not such ▇▇▇▇▇▇ agrees to such extension; provided that each Lender that determines not to so extend the Commitment Termination Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not so advise the Borrower on behalf or before the Consent Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (c) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.19 no later than the date 25 days after the date of the extension request (or, if such date is not a Business Day, on the next preceding Business Day). (d) If and only if the total of the Revolving Commitments of the Lenders and that have agreed to extend their Commitment Termination Date (after giving effect to any Lenders that agree to become Lenders in connection with any extension pursuant to this Section 2.19) shall be more than 50% of the Collateral Agent on or aggregate Revolving Commitments in effect immediately prior to the fifteenth (15th) Business Day prior applicable Anniversary Date, then, effective as of such Anniversary Date, the Commitment Termination Date of each extending Lender shall be extended automatically, without any other action by any Person, to the Original Maturity date that is one year after the Existing Commitment Termination Date; PROVIDED, HOWEVERprovided that, that on the Consent Date, the conditions set forth in Section 4.02 are satisfied. The Administrative Agent will promptly notify the Borrower shall pay and the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving Lenders of any Extension Notice and its revocation. If the term each extension of the Loan is extended Commitment Termination Date pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateSection 2.19.

Extension Option. (a) The Borrower shall have the option (the "EXTENSION OPTION"), to extend may request an extension of the Maturity Date (no more than two times) for additional one-year periods; provided that the Borrower provides written notice requesting the extension to the Administrative Agent not earlier than 90 days and not later than 30 days prior to any anniversary of the Loan from the Payment Effective Date in June, 2001 (the "ORIGINAL MATURITY DATE"an “Anniversary Date”), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of . The Administrative Agent shall promptly notify each of the following conditions Lenders of such request. Each Lender, acting in its sole discretion, shall respond to such request, whether affirmatively or negatively (each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”)), within 10 Business Days of such notice from the Administrative Agent. Any failure by any Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender of such request and any such Lender shall be deemed to be a Non-Extending Lender. The Commitments of those Lenders that have responded affirmatively shall be extended on the applicable Anniversary Date, subject to (x) receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit F hereto (the "EXTENSION CONDITIONS"):“Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent, the L/C Issuers and all of the Lenders which have responded affirmatively, (y) each of the conditions set forth in clause (c) of this Section 2.17 and (z) if applicable, receipt by the Administrative Agent of an Assignment and Assumption for each Assuming Lender (as defined below). No extension of the Commitments pursuant to this Section 2.17 shall be legally binding on any party hereto unless and until Extension Agreements are executed and delivered by the Required Lenders. (b) The Borrower may, if it so elects upon 5 Business Days’ notice to the Administrative Agent, replace the Commitments of each Non-Extending Lender with Commitments of one or more Eligible Assignees (each, an “Assuming Lender”) to assume any Non- Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter relating to such Commitments, without further recourse to or warranty by, or expense to such Non-Extending Lenders (and, for the avoidance of doubt, if such Assuming Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date); provided that any such designation or agreement may not increase the Aggregate Commitments. This Section 2.17(b) shall be subject to the conditions that: (i) Borrower the Assuming Lenders shall have given written notice (an "EXTENSION NOTICE") paid to the Agent Non-Extending Lenders the aggregate principal amount of, and Collateral Agent not less than sixty (60) days prior any interest and fees accrued and unpaid up to the Original Maturity Date date of its election to exercise such assumption, as applicable, on, the Extension Optionoutstanding Loans and Letters of Credit, if any, of the Non-Extending Lenders under their respective Commitments being assumed; (ii) no Default or Event all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of Default such Commitments shall have occurred and be continuing on been paid by the Original Maturity DateBorrower; (iii) Borrower with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.06(b)(iv) for such assignment shall have been paid to by the Agent for Assuming Lender (or, if it has been so agreed, by the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal IndebtednessBorrower); and (iv) Borrower each Assuming Lender shall have delivered to the Borrower and the Administrative Agent such evidence an Assignment and Assumption as to its assumption of corporate the Commitments of Non-Extending Lenders. Upon execution and limited liability company authorization delivery of the foregoing Assignment and other documents relating Assumption, satisfaction of all conditions described in the penultimate sentence of clause (a) of this Section 2.17 and the payment of all amounts referred to in clauses (i) through (iii) above, the Assuming Lenders will be substituted for the Non-Extending Lenders under this Agreement to the Extension Option as extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf consent of the other Lenders, and the obligations of the Non-Extending Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDEDsuch extent hereunder shall, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent provisions hereof, be released and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Datedischarged.

Extension Option. (a) Borrower shall have The Termination Date may be extended in the option (manner set forth in this Section for a period of one year from the "EXTENSION OPTION"), Termination Date then in effect; provided that the Termination Date may only be extended for two additional one year periods. If the Company wishes to extend the Maturity Date request an extension of the Loan from Termination Date, the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), Company shall give written notice to that effect to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) 45 days nor more than 90 days prior to each anniversary of the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default date hereof that occurs on or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid prior to the Agent for the benefit of the Lenders on the Original Maturity Termination Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as then in effect, whereupon the Agent shall reasonably requirepromptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice from the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company’s proposal to extend its Commitment and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Company, the Agent and all of the Banks which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.19 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Banks having at least 66 2/3% of the aggregate amount of the Commitments. (b) Borrower may revoke If any Extension Notice Bank rejects, or is deemed to have rejected, the Company’s proposal to extend its Commitment, (A) subject to (B) below, this Agreement shall terminate on the Termination Date then in effect with respect to such Bank, and the Company shall pay to such Bank on such Termination Date any amounts due and payable to such Bank on such date and (B) the Company may, if it so elects, require any Bank that does not elect to extend its Commitment to assign its Commitment in its entirety to one or more Assignees pursuant to Section 9.06 which Assignees will agree to extend the Termination Date. On the date of termination of any Bank’s Commitment as contemplated by written notice clause (or telephonic notice promptly confirmed in writingA) to of this subsection (b), the Agent on behalf respective participations of the Lenders other Banks in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Bank whose Commitment is terminated shall terminate; provided that the Company shall, if and to the Collateral Agent on or prior extent necessary to permit such redetermination of participations in Letters of Credit within the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term limits of the Loan is extended Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so. (c) The Agent shall promptly notify the Banks of the effectiveness of each extension of the Commitments pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions Section 2.19. (d) Section 4.04 of the Loan ---- Documents shall remain Credit Agreement is amended (i) by deleting each reference to “2004” and substituting lieu thereof “2006,” (ii) by deleting “March 31, 2005” and substituting in full force lieu thereof “December 31, 2006” and effect (iii) by deleting each reference to “six” and unmodified, except that substituting in lieu thereof “three.” (e) Section 4.05 of the Maturity Date shall be the Extended Maturity DateCredit Agreement is amended by deleting “2004” and substituting in lieu thereof “2006”.

Extension Option. (a) Borrower shall have At any time on and after the option first anniversary of the Effective Date through the date that is 45 days prior to the Termination Date in effect on the date hereof, the Borrowers may request an extension of the Termination Date for a period of one year from the Termination Date then in effect by providing written notice to that effect to the Administrative Agent not less than 30 days nor more than 90 days prior to the date on which such extension is to take effect (the "EXTENSION OPTION"each such request, an “Extension Request”), to extend whereupon the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of Administrative Agent shall promptly notify each of the Lenders of such Extension Request; provided that, (i) in no event shall more than two Extension Requests be made and (ii) any second Extension Request shall not be made earlier than at least 12 months after the date of the first Extension Request. Each Lender will use its best efforts to respond to any such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of any such notice to the Administrative Agent. If any Lender shall not have responded affirmatively within any such 30-day period, such Lender shall be deemed to have rejected the Borrowers’ proposal to extend its Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended. (b) Any extension of the Commitments pursuant to this Section 2.19 shall be subject to satisfaction of the following conditions (the "EXTENSION CONDITIONS"):conditions: (i) Borrower before and after giving effect to such extension, all representations and warranties contained in Article 4 shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Optionbe true; (ii) at the time of such extension, no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date;or would result from such extension; and (iii) Borrower shall have paid to receipt by the Administrative Agent for of counterparts of an Extension Agreement in substantially the benefit form of Exhibit K hereto (the “Extension Agreement”) duly completed and signed by the Borrowers, the Administrative Agent and all of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower which have responded affirmatively, which Lenders shall have delivered to more than 50% of the Agent such evidence aggregate amount of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireCommitments. (bc) Borrower If any Lender rejects, or is deemed to have rejected, the Borrowers’ proposal to extend its Commitment, (A) such Lender’s Commitment (and, if such Lender is an Issuing Lender, its obligation to issue Letters of Credit) shall terminate on the Termination Date then in effect with respect to such Lender, (B) the Borrowers shall pay to such Lender on such Termination Date any amounts due and payable to such Lender on such date and (C) the Borrowers may, if they so elect, designate one or more Eligible Assignees which at the time agree to (i) in the case of any such Person that is an existing Lender, increase its Commitment and (ii) in the case of any other such Person, become a party to this Agreement with a Commitment of not less than $5,000,000, provided that any such designation or agreement may revoke any Extension Notice not increase the aggregate amount of the Commitments. Upon execution and delivery by written notice (the Borrowers and such Lender or telephonic notice promptly confirmed Additional Lender of an instrument of assumption in writing) form and amount satisfactory to the Administrative Agent on behalf and execution and delivery of the Extension Agreement pursuant to Section 2.19(a), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. On the date of termination of any Lender’s Commitment as contemplated by this subsection (c), the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrowers shall, if and to the Collateral Agent extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on or prior such date a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit or, to the fifteenth (15th) Business Day prior extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Loans have been prepaid, Cash Collateralize the Letter of Credit Liabilities to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term extent of the Loan is extended excess, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so. (d) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each extension of the Commitments pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateSection 2.19.

Extension Option. Provided that there has been no Event of Default which is uncured and continuing on the part of the Tenant, and that Tenant is, as of the date of exercise of its rights under this Section 2.6, in occupancy of at least seventy-five percent (75%) of the Premises for its own business purposes, the Tenant shall have the right to extend the Term hereof for two (2) consecutive periods of five (5) years (the first such period being the “First Extension Term,” the second such period being the “Second Extension Term” and, together with the First Extension Term, the “Full Extension Term”) on the following terms and conditions: (a) Borrower shall have the option (the "EXTENSION OPTION"), Such right to extend the Maturity Date Term shall be exercised by the giving of the Loan from the Payment Date in June, 2001 notice by Tenant to Landlord at least nine (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i9) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days months prior to the Original Maturity Date expiration of its election to exercise the Initial Term or First Extension Term, as applicable (the “Extension Notice Deadline Date”). Upon the giving of such notice on or before the Extension Option; (ii) no Default or Event Notice Deadline Date, this Lease and the Term hereof shall be extended for an additional term, as specified above, without the necessity for the execution of Default any additional documents except a document memorializing the Annual Fixed Rent for the applicable Extension Term to be determined as set forth below; provided, however, that failure of the parties to execute such a document shall have occurred and not invalidate the exercise of the extension option. Time shall be continuing on of the Original Maturity Date; (iii) Borrower shall have paid essence with respect to the Agent Tenant’s giving notice to extend the Term on or before the Extension Notice Deadline Date. In no event may the Tenant extend the Term under this Section 2.6 for more than ten (10) years after the benefit expiration of the Lenders on the Original Maturity Date a fee (Initial Term, unless Landlord and Tenant shall mutually agree to such an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireextension. (b) Borrower may revoke any The First Extension Notice Term and the Second Extension Term shall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent during each such Extension Term shall be the then Extension Rental Value of the Premises for such Extension Term, to be determined under this Section 2.6. (c) For purposes of the First Extension Term and Second Extension Term described in this Section 2.6, the Extension Fair Rental Value of the Premises shall mean the then current fair market annual rent for leases of other space in the ▇▇▇▇▇▇▇ Square/East Cambridge and Cambridgeport submarkets of a comparable nature and quality similarly improved, taking into account the condition to which such premises have been improved (excluding Removable Alterations) and the economic terms and conditions specified in this Lease that will be applicable thereto. The Landlord and Tenant shall endeavor to agree upon the Extension Fair Rental Value of the Premises within thirty (30) days after the Tenant has exercised an option for an Extension Term. If the Extension Fair Rental Value of the Premises is not agreed upon by the Landlord and the Tenant within this time frame, each of the Landlord and the Tenant shall retain a real estate professional with at least ten (10) years continuous experience in the business of appraising or marketing similar commercial real estate in the Cambridge, Massachusetts area who shall, within thirty (30) days of his or her selection, prepare a written notice report summarizing his or her conclusion as to the Extension Fair Rental Value. The Landlord and the Tenant shall simultaneously exchange such reports; provided, however, if either party has not obtained such a report within forty-five (or telephonic notice promptly confirmed 45) days after the last day of the thirty (30) day period referred to above in writingthis Section 2.6, then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, then the average of these determinations shall be deemed to be the Extension Fair Rental Value for the Premises. If these determinations differ by more than ten percent (10%), then the Landlord and the Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the Agent on behalf dispute as to the Extension Fair Rental Value for the Premises. If the Landlord and the Tenant cannot agree upon the designation of the Lenders and Final Professional within ten (10) days of the exchange of the first valuation reports, either party may apply to the Collateral Agent on American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, the Landlord and the Tenant shall each submit to the Final Professional a copy of their respective real estate professional’s determination of the Extension Fair Rental Value for the Premises. The Final Professional shall then, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Extension Fair Rental Value (the “Final Professional’s Valuation”), which shall be a selection of either Landlord’s or Tenant’s determination and shall not be a separate valuation. The Final Professional shall give notice of the Final Professional’s Valuation to the Landlord and the Tenant and such decision shall be final and binding upon the Landlord and the Tenant. In the event that the commencement of either of the First Extension Term or Second Extension Term occurs prior to a final determination of the fifteenth Extension Fair Rental Value therefor (15th) Business Day prior to the Original Maturity “Extension Rent Determination Date; PROVIDED”), HOWEVER, that Borrower then the Tenant shall pay the reasonable costs incurred Annual Fixed Rental at the greater of (i) the rate specified by the Agent and Collateral Agent Landlord in connection with its proposed Extension Fair Rental Value or (ii) the giving of any Extension Notice and its revocationthen applicable Fixed Rental Rate (such greater amount being referred to as the “Interim Rent”). If the term Annual Fixed Rent as finally determined for such Extension Term is determined to be greater than the Interim Rent, then the Tenant shall pay to the Landlord the amount of the Loan is extended pursuant to underpayment for the provisions period from the end of the Initial Term of this SECTION ------- 2.17Lease until the Extension Rent Determination Date within thirty (30) days of the Extension Rent Determination Date. If the Annual Fixed Rent as finally determined for the Extension Term is determined to be less than the Interim Rent, then all the terms and conditions Landlord shall credit the amount of such overpayment against the Loan ---- Documents shall remain in full force and effect and unmodified, except that monthly installments of Annual Fixed Rent coming due after the Maturity Date shall be the Extended Maturity Extension Rent Determination Date.

Extension Option. (a) Borrower shall have the option (the "EXTENSION OPTION"), to extend the Maturity Date of the Loan Note from the Payment Date in JuneApril, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in JuneApril, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Date.

Extension Option. (a) The Borrower shall have the option (the "EXTENSION OPTION"), to extend may request an extension of the Maturity Date (no more than two times) for additional one-year periods; provided that the Borrower provides written notice requesting the extension to the Administrative Agent not earlier than 90 days and not later than 30 days prior to any anniversary of the Loan Effective Date (an “Anniversary Date”). The Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender, acting in its sole discretion, shall respond to such request, whether affirmatively or negatively (each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”)), within 10 Business Days of such notice from the Payment Date Administrative Agent. Any failure by any Lender to respond to such request within the time period specified in Junethe preceding sentence shall be deemed to be a refusal by such Lender of such request and any such Lender shall be deemed to be a Non-Extending Lender. The Commitments of those Lenders that have responded affirmatively shall be extended on the applicable Anniversary Date, 2001 subject to (x) receipt by the AMERICAS/2024050510.8 Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit F hereto (the "ORIGINAL MATURITY DATE")“Extension Agreement”) duly completed and signed by the Borrower, to the Payment Date in JuneAdministrative Agent, 2002 the L/C Issuers and all of the Lenders which have responded affirmatively, (the "EXTENDED MATURITY DATE"), upon y) satisfaction of each of the following conditions set forth in clause (c) of this Section 2.17 and (z) if applicable, receipt by the "EXTENSION CONDITIONS"):Administrative Agent of an Assignment and Assumption for each Assuming Lender (as defined below). No extension of the Commitments pursuant to this Section 2.17 shall be legally binding on any party hereto unless and until Extension Agreements are executed and delivered by the Required Lenders. (b) The Borrower may, if it so elects upon 5 Business Days’ notice to the Administrative Agent, replace the Commitments of each Non-Extending Lender with Commitments of one or more Eligible Assignees (each, an “Assuming Lender”) to assume any Non- Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter relating to such Commitments, without further recourse to or warranty by, or expense to such Non-Extending Lenders (and, for the avoidance of doubt, if such Assuming Lender is already a Lender, its Commitment shall be in addition to such ▇▇▇▇▇▇’s Commitment hereunder on such date); provided that any such designation or agreement may not increase the Aggregate Commitments. This Section 2.17(b) shall be subject to the conditions that: (i) Borrower the Assuming Lenders shall have given written notice (an "EXTENSION NOTICE") paid to the Agent Non-Extending Lenders the aggregate principal amount of, and Collateral Agent not less than sixty (60) days prior any interest and fees accrued and unpaid up to the Original Maturity Date date of its election to exercise such assumption, as applicable, on, the Extension Optionoutstanding Loans and Letters of Credit, if any, of the Non-Extending Lenders under their respective Commitments being assumed; (ii) no Default or Event all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of Default such Commitments shall have occurred and be continuing on been paid by the Original Maturity DateBorrower; (iii) Borrower with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.06(b)(iv) for such assignment shall have been paid to by the Agent for Assuming Lender (or, if it has been so agreed, by the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal IndebtednessBorrower); and (iv) Borrower each Assuming Lender shall have delivered to the Borrower and the Administrative Agent such evidence an Assignment and Assumption as to its assumption of corporate the Commitments of Non-Extending Lenders. Upon execution and limited liability company authorization delivery of the foregoing Assignment and other documents relating Assumption, satisfaction of all conditions described in the penultimate sentence of clause (a) of this Section 2.17 and the payment of all amounts referred to in clauses (i) through (iii) above, the Assuming Lenders will be substituted for the Non-Extending Lenders under this Agreement to the Extension Option as extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf consent of the other Lenders, and the obligations of the Non-Extending Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDEDsuch extent hereunder shall, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent provisions hereof, be released and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Datedischarged.

Extension Option. (a) Borrower shall have the option (the "EXTENSION OPTION"), right to extend the Stated Maturity Date date for a period of the Loan from the Payment Date in June, 2001 twelve (12) months (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"“Extension Term”), upon the satisfaction of each all of the following terms and conditions (the "EXTENSION CONDITIONS"“Extension Date”): (i) Borrower shall have given written notice at least thirty (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (6030) days prior to the Original Stated Maturity Date date but not earlier than ninety (90) days prior to the Stated Maturity date, Borrower shall give Lender written notice that Borrower desires to extend the Stated Maturity date for the Extension Term; (ii) Borrower shall pay the non-refundable Extension Fee and all costs and expenses incurred by Lender in connection with the extension of its election the Stated Maturity date, including, without limitation, any title fees and reasonable attorneys’ fees and costs; (iii) there shall be no Event of Default which has not been cured or event which, with the passage of time or giving of notice or both, would result in an Event of Default under this Agreement or any of the other Loan Documents, either on the Stated Maturity date or on the date of Borrower’s notice to Lender requesting extension of the Stated Maturity date; (iv) The Renovation Work shall have been Substantially Completed; (v) Borrower shall have executed an extension agreement in form and substance acceptable to Lender evidencing the extension of the Stated Maturity date as provided in this Section 4(f); (vi) Borrower Manager and Guarantor shall have reaffirmed that their respective obligations under the Loan Documents will continue notwithstanding Borrower’s exercise of the Extension Option; (iivii) no Default or Event of Default Lender shall have occurred and be continuing on received a date down endorsement to its Title Policy indicating no adverse change in the Original Maturity Datecondition of title to the Property; (iiiviii) Borrower shall have paid to On the Agent for the benefit first day of the Lenders on Extension Term, the Original Maturity Date then total outstanding principal amount of the Loan shall not exceed 80% of the “as stablized” value of the Property as determined by a fee (an "EXTENSION FEE") equal then-current MAI appraisal acceptable to the product of 0.50% and the Principal IndebtednessLender; and (ivix) If required by Lender, Borrower shall have delivered deposit into the Interest Reserve Account on or before the first day of the Extension Term an amount equal to the Agent such evidence difference between (A) the total aggregate amount of corporate and limited liability company authorization and other documents relating to Base Interest payable during the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended Term pursuant to the provisions Note and (B) the amount of this SECTION ------- 2.17, then all funds in the terms and conditions Interest Reserve Account on the first day of the Loan ---- Documents shall remain Extension Term; provided that Lender may reduce such amount, in full force and effect and unmodifiedLender’s discretion, except to reflect the amount, if any, of Net Operating Income that Lender determines may be generated by the Maturity Date shall be Property during the Extended Maturity DateExtension Term.

Extension Option. (a) Borrower Borrowers shall have the option (the "EXTENSION OPTION"), right to extend the Maturity Date of the Loan from the Payment Initial Maturity Date in June, 2001 to the Extended Maturity Date (the "ORIGINAL MATURITY DATE"“Option to Extend”), subject to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon its satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"):conditions: (i) Borrower Borrowers shall give Administrative Agent written notice of Borrowers’ request for an extension of the Maturity Date not earlier than ninety (90) days, nor later than forty-five (45) days, prior to the Initial Maturity Date; (ii) As of the date of such notice, and as of the Initial Maturity Date, there shall exist no Default or Potential Default (provided that Borrowers shall have given written notice (an "EXTENSION NOTICE") opportunity to cure such Potential Default prior to the Initial Maturity Date to the extent of applicable cure periods under this Agreement or the applicable Loan Document); (iii) At Administrative Agent’s request, Borrowers shall have caused to be issued to Lenders, at Borrowers’ sole cost and expense, appropriate endorsements to the Title Policies which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension; (iv) There shall have been no change in the financial condition of Borrowers, or in the condition of the Properties from that which existed on the Effective Date (or with respect to a Property that became a Property hereunder after the Effective Date, from the condition of such Property on the date on which it first became a Property hereunder), which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect; (v) The Loan-to-Value Percentage, based upon new Appraisals commissioned by Administrative Agent at Borrower’s sole cost and Collateral Agent not less than expense and with a valuation date within sixty (60) days prior of the Initial Maturity Date, shall not exceed fifty percent (50%); provided, for purposes of calculating Loan-to Value Percentage, the Original Maturity Date of its election to exercise Aggregate Commitment shall be reduced by any amounts on deposit in the Extension OptionTermination Payment Account; (iivi) no Default or Event of Default Borrowers shall have occurred provided to Administrative Agent satisfactory evidence (which evidence shall include, without limitation, a detailed current rent roll and be continuing on a current historical operating statement for each of the Original Properties) that the Loan Constant (as of the Initial Maturity Date;) is not less than thirteen percent (13%); provided, for purposes of calculating the Loan Constant, the Aggregate Commitment shall be reduced by any amounts on deposit in the Termination Payment Agreement; and (iiivii) Borrower Borrowers shall have paid to the Agent Administrative Agent, for the ratable benefit of the Lenders on the Original Maturity Date a Lenders, an extension fee (in an "EXTENSION FEE") amount equal to the product one-tenth of 0.50% and the Principal Indebtedness; and one percent (iv0.10%) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to Aggregate Commitment as of the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Initial Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay . Notwithstanding the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the foregoing provisions of this SECTION ------- 2.17Section 2.6, then all Borrowers shall have the right to repay principal outstanding under the Loan and/or permanently cancel any undisbursed portion of the Revolving Portion, in either case in such amount as may be required to reduce the Aggregate Commitment pursuant to this Section 2.6 to an amount such that Borrowers are in compliance with subsections (v) and (vi) above. Any repayment of principal or cancellation of any undisbursed portion of the Revolving Portion pursuant to this Section 2.6 shall reduce the Aggregate Commitment and the Revolving Portion dollar for dollar and any sums repaid may not be reborrowed. Except as modified by this Option to Extend, the terms and conditions of this Agreement and the other Loan ---- Documents shall remain unmodified and in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateeffect.

Extension Option. Any prior options to further extend the Term of the Lease are hereby deleted and replaced with the following: (a) Borrower shall have Provided that, at the option (the "EXTENSION OPTION")time of such exercise, to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent this Lease is in full force and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; effect, and (ii) no Default or Event default of Default Tenant shall have occurred and be continuing on beyond applicable notice and cure periods (either at the Original Maturity Date; time of exercise or at the commencement of the Extended Term), and (iii) Borrower Tenant shall be in occupancy of substantially all of the Premises for the conduct of its business and shall not have sublet the Premises (any of which conditions described in clauses (i), (ii), and (iii) may be waived by Landlord at any time in Landlord’s sole discretion), Tenant shall have paid the option to extend the Agent Term of this Lease for one (1) extended term (the benefit “Extended Term”) of the Lenders on the Original Maturity Date a fee five (an "EXTENSION FEE"5) equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice years by giving written notice to Landlord not later than fifteen (or telephonic notice promptly confirmed in writing15) to the Agent on behalf of the Lenders and to the Collateral Agent on or months prior to the fifteenth (15th) Business Day prior to expiration date of the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the Term. The effective giving of any Extension Notice such notice of extension by Tenant shall automatically extend the Term of this Lease for the Extended Term, and its revocationno instrument of renewal or extension need be executed. If In the term event that Tenant fails timely to give such notice to Landlord, this Lease shall automatically terminate at the end of the Loan is extended pursuant original Term and Tenant shall have no further option to extend the provisions Term of this SECTION ------- 2.17, then Lease. The Extended Term shall commence on the day immediately succeeding the expiration date of the original Term and shall end on the day immediately preceding the fifth (5th) anniversary of the first day of the Extended Term. The Extended Term shall be on all the terms and conditions of this Lease, except: (w) during the Loan ---- Documents Extended Term, Tenant shall remain in full force and effect and unmodifiedhave no further option to extend the Term, except that (x) the Maturity Date Fixed Rent for the Extended Term shall be the Fair Market Rental Value of the Premises as of the commencement of the Extended Maturity DateTerm, taking into account all relevant factors, determined pursuant to paragraph (b) below, (y) Landlord shall not be required to furnish any materials or perform any work to prepare the Premises for Tenant’s occupancy during the Extended Term and Landlord shall not be required to provide any work allowance or reimburse Tenant for any alterations made or to be made by Tenant, or to grant Tenant any rent concession. (b) Promptly after receiving Tenant’s notice extending the Term of this Lease pursuant to paragraph (a) above, but in no event sooner than twelve (12) months prior to the expiration of the Term, Landlord shall provide Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in paragraph (c) below) of the Premises for the upcoming Extended Tenn. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon within thirty (30) days after the delivery of such notice by Landlord, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30)-day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc., or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rental Value of the Premises for the Extended Term shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premises, and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (I0) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. All arbitrators shall be commercial real estate brokers who are independent from the parties and who have had at least ten (I0) years’ experience in comparable buildings in the Market Area (as defined in paragraph (c) below). Each party shall pay the fees of its own arbitrator, and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term the amount of the Fixed Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Fixed Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Fixed Rent, Tenant shall pay any such amounts to Landlord promptly following such determination. (c) As used in this Lease, the term “Fair Market Rental Value” shall mean the fixed rents that landlords of comparable buildings in Bedford, Billerica and Chelmsford (the “Market Area”) have agreed to accept, and sophisticated, nonaffiliated tenants of comparable buildings have agreed to pay, in current arms-length, nonrenewal, nonequity (i.e., not being offered equity in the building), transactions for comparable space of a comparable size, for a term equal to the applicable Extended Term and taking into account all other relevant factors.

Extension Option. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall have promptly deliver a copy to each of the option (the "EXTENSION OPTION"Lenders), to extend not less than 30 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date; provided that after giving effect to such extension, the Maturity Date shall not be later than the fifth anniversary of the Loan from date of effectiveness of any maturity extension. Each Lender, acting in its sole discretion, shall, by written notice to the Payment Date in JuneAdministrative Agent given not later than the date that is the 15th day after the date of the Extension Request, 2001 or if such date is not a Business Day, the immediately following Business Day (the "ORIGINAL MATURITY DATE"“Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the Payment requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-Extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-Extending Lender. The Administrative Agent shall notify the Borrower, in Junewriting, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the Lenders’ elections promptly following conditions (the "EXTENSION CONDITIONS"): (i) Borrower Response Date. The election of any Lender to agree to such an extension shall have given written notice (an "EXTENSION NOTICE") not obligate any other Lender to the Agent and Collateral Agent not less than sixty (60) days prior to the Original so agree. The Maturity Date of its election may be extended no more than two times pursuant to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requirethis Section 2.23. (b) Borrower may revoke any Extension Notice (i) If, by written notice (the Response Date, Lenders holding Commitments that represent 50% or telephonic notice promptly confirmed in writing) to the Agent on behalf more of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower total Commitments shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17constitute Non-Extending Lenders, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Existing Maturity Date shall not be extended and the Extended outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity DateDate in effect prior to such extension.

Extension Option. (a) Borrower Upon the Effective Date, and provided Tenant is not then in default under the Lease beyond any applicable notice and grace periods, Tenant shall have the option (the "EXTENSION OPTION"), to extend the Maturity Date term of its tenancy under the Loan from the Payment Date in June, 2001 Lease (“Extension Option”) for one (1) five (5) year period (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), “Extension Term”) upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): terms and conditions: (i) Borrower Tenant shall have given give Landlord written notice of its election to exercise each such option (an "EXTENSION NOTICE"“Extension Notice”) to the Agent and Collateral Agent not less later than sixty two hundred seventy (60270) days prior to the Original Maturity Date of its election to exercise the Extension Option; Termination Date; and (ii) no Default Tenant shall not be in material or Event of Default monetary default under the Lease and the Lease shall have occurred be in full force and be continuing effect on the Original Maturity Date;date Tenant delivers such Extension Notice. (iii) Borrower a. In the event that Tenant exercises its Extension Option and delivers an Extension Notice, Tenant shall have paid to the Agent for the benefit of the Lenders pay Base Rent on the Original Maturity Date Premises during the Extension Term at a fee (an "EXTENSION FEE") rate equal to the product of 0.50% and "Market Rate." For purposes hereof, the Principal Indebtedness; and (iv) Borrower phrase "Market Rate" shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option be defined as the Agent shall reasonably require. (b) Borrower may revoke any rate of Base Rent for the Premises that a willing tenant would pay, and that a willing landlord would accept, in arms-length bona-fide negotiations if the same were being leased for the applicable Extension Notice by written notice (or telephonic notice promptly confirmed in writing) Term to a single tenant "as-is" and taking into consideration the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable following: all costs incurred by Landlord in the Agent and Collateral Agent negotiation of such extension, including any brokerage fee payable by Landlord in connection therewith; the size of the space in question and its utility for leasing to other occupants conducting different uses; the quality, age and location of the building; and the financial resources of Tenant. Landlord shall, within ten (10) days of the date of the Extension Notice, assuming Tenant desires to lease the Premises, provide Landlord's determination of the applicable Market Rate (“Landlord’s Market Rate Notice”). If Tenant disagrees with Landlord's determination of the giving Market Rate, Tenant shall give Landlord written notice of any Extension that disagreement ("Tenant's Dispute Notice") within ten (10) days of receipt of Landlord’s Market Rate Notice, stating the amount which Tenant believes the Market Rate should be and the basis for such belief, and Landlord and Tenant shall endeavor in good faith to agree on the Market Rate. If Tenant does not deliver Tenant's Dispute Notice to Landlord within ten (10) days of receipt of Landlord’s Market Rate Notice, Tenant shall be deemed to agree with Landlord's determination of the Market Rate. In the event of the timely delivery of Tenant's Dispute Notice and if Landlord and Tenant have not agreed as to the Market Rate within forty-five (45) days after Tenant's receipt of Landlord's Market Rate Notice, each party shall, within ten (10) business days thereafter, each at its revocationown cost and by giving notice to the other party, appoint an M.A.I. appraiser with at least five (5) years full time industrial/warehouse appraisal experience in the area in which the Premises are located to appraise and set the Market Rate. If a party does not appoint an appraiser within said ten (10) business day period, the single appraiser appointment by the other party shall be the sole appraiser and shall set the Market Rate. If an appraiser is appointed by each party, the two (2) appraisers shall meet promptly and attempt to mutually determine the Market Rate. If the term two (2) appraisers are unable to agree upon the Market Rate within twenty (20) days, then: (i) if the difference between the two (2) appraisals is greater than or equal to five percent (5%)(determined as a ratio of the Loan is extended pursuant larger appraiser), the appraisers shall select a third appraiser meeting the qualifications stated above within five (5) business days after the last day the two appraisers are given to set the provisions Market Rate. If the two appraisers are unable to agree on the third appraiser, either party may petition the applicable local court for the selection of a third appraiser who meets the qualifications stated in this SECTION ------- 2.17section. Each of the parties shall bear one-half (1/2) of the third appraiser’s fees and charges. Within twenty (20) days after the selection of the third appraiser, then the three (3) appraisers shall independently determine the Market Rate. The average of the two (2) appraisals nearest in value to each other shall conclusively be deemed to be the Market Rate. The Market Rate of the Premises shall be determined by taking into account use of the Premises for the purposes permitted under this Lease. b. Except as otherwise stated, all the terms and conditions of the Loan ---- Documents Lease, including Tenant’s obligation to pay its Proportionate Share of Operating Costs and all other items of additional rent, shall remain in full force and effect and unmodifiedduring each year of the Extension Term, except that if any; provided, Landlord shall have no obligation to construct, or contribute to the Maturity Date shall be costs of constructing leasehold improvements during the Extended Maturity DateExtension Term.

Extension Option. (a) Upon satisfaction of all of the terms and conditions set forth in this Subsection 2.4(b), Borrower shall have the one (1) option (the "EXTENSION OPTION"), an “Extension Option”) to extend the Loan Term for an additional one (1) year beyond the Initial Maturity Date (the “Extended Term”). During the Extended Term and except for any time when the Default Rate or the Adjusted Rate is applicable pursuant to the terms of this Agreement, the Loan (including any amounts added to principal under the Loan Documents) shall bear interest at the Contract Rate. In order to exercise the Extension Option, Borrower must provide Lender with written notice (the “Extension Notice”) of Borrower’s intent to exercise the Extension Option not less than thirty (30) days prior to the Initial Maturity Date but no more than ninety (90) days prior to the Initial Maturity Date, TIME BEING OF THE ESSENCE. In consideration thereof, Borrower shall pay Lender the Extension Fee on or prior to the first day of the Loan from Extended Term, which Extension Fee shall be earned by Lender as of the Payment Date date of the Extension Notice; provided, however, if Borrower does not satisfy the Extension Conditions below, no Extension Fee shall be payable, although Borrower shall remain liable for the payment of the costs set forth in JuneSection 2.4(b)(x). In connection with the exercise by Borrower of the Extension Option, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of Borrower must satisfy each of the following conditions (the "EXTENSION CONDITIONS"“Extension Conditions”): (i) Borrower No Event of Default shall have given written notice (an "EXTENSION NOTICE") to exist as of the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date date of its election to exercise the Extension OptionNotice and on the first day of the Extended Term; (ii) no Default or Event The Loan is not Out of Default shall have occurred and be continuing on the Original Maturity DateBalance; (iii) [intentionally omitted]; (iv) [intentionally omitted]; (v) The outstanding principal balance of the Loan, together with any accrued and unpaid PIK Interest [***], shall not exceed Seventy Million and No/100 Dollars ($70,000,000.00); provided that Borrower shall have paid the right to prepay the Agent for the benefit outstanding principal balance of the Lenders Loan and/or pay accrued and unpaid PIK Interest [***] (subject to and in accordance with Section 2.5 below (other than the requirement that Borrower provide at least 30 days’ prior notice)) in order to satisfy the requirement set forth in this clause (v); (vi) [intentionally omitted]; (vii) [intentionally omitted]; (viii) Borrower has entered into an Interest Rate Cap Agreement satisfying the terms of Section 8.17 (or extended the term of the Interest Rate Cap Agreement in place so that it is coterminous with the remaining Loan Term), which Interest Rate Cap Agreement shall be issued by an Issuer satisfying the Rate Cap Rating Criteria and otherwise reasonably satisfactory to Lender; (ix) Borrower has deposited into the Carry Cost Reserve Account the amount estimated by Lender in its commercially reasonable discretion to be required to pay Carry Costs during the Extended Term (taking into account any amounts then on deposit in the Original Maturity Date a fee (an "EXTENSION FEE") equal Carry Cost Reserve Account and any unfunded Loan Advances allocated to the product of 0.50% and the Principal Indebtednesspay Carry Costs); and (ivx) Borrower shall have delivered to the Agent such evidence of corporate pay all reasonable out-of-pocket costs and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs expenses incurred by the Agent and Collateral Agent Lender in connection with the giving of any Extension Notice and Borrower exercising its revocation. If the term of the Loan is extended pursuant to the provisions of rights under this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateSection 2.4(b).

Extension Option. (a) Borrower Tenant shall have the option (the "EXTENSION OPTION"), “Extension Option”) to extend the Maturity Term for all the Premises for two (2) extension terms of five (5) years each (the “First Extension Term” and “Second Extension Term” respectively and each an “Extension Term”). If Tenant validly exercises an Extension Option in accordance with this Section 2.2.1, the First Extension Term shall commence on the day following the initial Expiration Date and shall end on the fifth (5th) anniversary of such Expiration Date unless the Extension Term is earlier terminated pursuant to this Lease and the Second Extension Term shall commence on the day following the expiration of the Loan from First Extension Term and shall end on the Payment Date in June, 2001 fifth (5th) anniversary of such expiration date unless the "ORIGINAL MATURITY DATE"), Second Extension Term is earlier terminated pursuant to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): this Lease. Each Extension Term shall commence only if: (i) Borrower shall have given written notice Tenant has notified Landlord in writing of its exercise of the right to extend the term for the Extension Term (an "EXTENSION NOTICE"“Extension Term Exercise Notice”) no earlier than eighteen (18) months prior to the Agent and Collateral Agent not less no later than sixty fourteen (6014) days months prior to the Original Maturity Date then current Expiration Date, time being of its election to exercise the Extension Option; essence, (ii) at the time of the exercise of such right and immediately prior to the Expiration Date, no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; hereunder; (iii) Borrower the Tenant named herein or its Permitted Transferees shall have paid to the Agent for the benefit be in occupancy of the Lenders on entire Premises at the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% time such notice is given; and the Principal Indebtedness; and (iv) Borrower with respect to the Second Extension Term only, Tenant shall have validly exercised its right to extend the term for the First Extension Term. Within thirty (30) days after receipt of a properly delivered to Extension Term Exercise Notice, Landlord shall advise Tenant in writing of its determination of the Agent such evidence of corporate Fair Market Rent and limited liability company authorization and other documents relating to Lease Concessions for the Extension Option as the Agent shall reasonably require. Term (b) Borrower “Extension Term Rent Notice”). Tenant may revoke any rescind its Extension Term Exercise Notice by written notice delivered to Landlord within thirty (or telephonic notice promptly confirmed in writing30) to the Agent on behalf days after receipt of Landlord’s Extension Term Rent Notice, time being of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateessence.

Extension Option. 39.1 Lessor hereby grants to Lessee one (a1) Borrower shall have the option (the "EXTENSION OPTIONExtension Option"), ) to extend the Maturity Date Term of the Loan from the Payment Date in June, 2001 Lease for an additional period of five (5) years (the "ORIGINAL MATURITY DATE"Option Terms), on the same terms, covenants and conditions as provided for in this Lease during the initial Term, except: (a) the monthly base rent payable during the Option Term shall be the "fair market rental rate" for the Premises as defined and determined in accordance with the Fair Market Rental Rate Rider attached to this Lease as Exhibit "C" provided, however, in no event shall the monthly base rent payable during the Option Term be less than the Adjusted Monthly Base Rent in effect from time to time, determined pursuant to Section 39.4 below; (b) Lessor shall have no further right to extend the Term; and (c) the terms of Exhibit "B" shall be inapplicable to the Payment Date in JuneOption Term. 39.2 The Extension Option must be exercised, 2002 (the "EXTENDED MATURITY DATE")if at all, upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given by written notice (an "EXTENSION NOTICE"Extension Notices) delivered by Lessee to Lessor no later than the Agent and Collateral Agent not less than sixty date which is one hundred eighty (60180) days prior to the Original Maturity Date expiration of its election the initial Term. The Extension Option shall, at Lessor's sole option, not be deemed to exercise be properly exercised if, at the time such Extension Option; (ii) no Default Option is exercised or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent scheduled commencement date for the benefit Option Term, Lessee is then in default or Lessee has been chronically delinquent during the initial Term as described in Section 15.1(e) of the Lenders Lease. 39.3 Notwithstanding the determination of fair market rental rate pursuant to Exhibit "C" or of Adjusted Monthly Base Rent pursuant to Section 39.4, in no event shall the monthly base rent payable during any month of the Option Term be less than the monthly base rent payable during the previous month. 39.4 Adjusted Monthly Base Rent shall be determined in accordance with the following formula on the Original Maturity Date a fee first day of each of the five (an 5) years of the Option Term (the "EXTENSION FEEAdjustment Date(s)") equal to and shall be in effect for the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option subsequent 12 months: Adjusted Monthly Base Rent = monthly base rent as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or day prior to applicable Adjustment Date x (CPI-2/CPI-1). In applying the fifteenth (15th) Business Day prior to above, the Original Maturity Date; PROVIDED, HOWEVER, that Borrower following definitions shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term be used: 39.4.1 Preceding Year of the Loan is extended pursuant to Lease Term" Means the provisions of this SECTION ------- 2.17, then all 12 months preceding the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Applicable Adjustment Date.

Extension Option. (aA) Borrower Provided that at the time of exercise of the herein described option to extend (i) there exists no "Event of Default" (defined in Section 15.1) and (ii) this Lease is still in full force and effect, and (iii) Tenant has neither assigned this Lease nor sublet more than twenty-five percent (25%) of the Rentable Floor Area of the Premises (except for an assignment or subletting permitted under Section 12.2 hereof), Tenant shall have the option (the "EXTENSION OPTION"), right to extend the Maturity Date Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option period as hereinbelow set forth and except that there shall be no further option to extend) for one (1) period of the Loan from the Payment Date in June, 2001 five (5) years as hereinafter set forth. The option period is sometimes herein referred to as the "ORIGINAL MATURITY DATEExtended Term"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"):. (i) Borrower If Tenant desires to exercise the option to extend the Term, then Tenant shall have given written give notice to Landlord, not earlier than twelve (an "EXTENSION NOTICE"12) to the Agent and Collateral Agent not less months nor later than sixty nine (609) days months prior to the expiration of the Original Maturity Date Term of its election Tenant's request for Landlord's quotation to exercise Tenant of a proposed annual rent for the Extension Option;Extended Term. Within ten (10) days following Landlord's receipt of Tenant's request, Landlord shall deliver to Tenant such quotation. If at the expiration of thirty (30) days after the date when Landlord delivers such quotation to Tenant as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an annual rental for the Extended Term and executed a written instrument extending the Original Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit E) for the Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit E. (ii) no Default or Event of Default If Tenant timely shall have occurred and be continuing on requested the Broker Determination, then in order to exercise its right to extend the Original Maturity Date; (iii) Borrower shall have paid to the Agent Term of this Lease for the benefit Extended Term, Tenant, within thirty (30) days after receipt of the Lenders on Broker Determination, shall give written notice to Landlord of Tenant's exercise of its right to extend the Lease Term for the Extended Term pursuant to this subsection 3.2(B)(ii), in which case the Annual Fixed Rent for the Extended Term shall be the greater of (a) the Prevailing Market Rent as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Original Maturity Date a fee Tenn. Upon the giving of notice by Tenant within said thirty (30) day period as provided in this subsection (B)(ii) then this Lease and Lease Term hereof shall be extended for an "EXTENSION FEE"additional term of five (5) equal to years upon all of the product of 0.50% same terms, conditions, covenants and agreements contained in this Lease except that the Principal Indebtedness; and (iv) Borrower Annual Fixed Rent for the Extended Term shall have delivered to be the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option rent determined as the Agent shall reasonably requiredescribed in this subparagraph. (bC) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of either subsection B(i) or B(ii) above, then this Lease and the Lease Term hereof shall be extended, for the Extended Term, without the necessity for the execution of any Extension Notice additional documents, except that Landlord and its revocation. If Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the Extended Term as determined in the relevant manner set forth in this Section 3.2, and in such event all references herein to the Lease Term or the term of the Loan is extended pursuant this Lease shall be construed as referring to the provisions of this SECTION ------- 2.17Lease Term, then all as so extended, unless the terms context clearly otherwise requires, and conditions except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall the Lease Term hereof be extended for more than five (5) years after the expiration of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateOriginal Lease Term hereof.

Extension Option. (a) Borrower Tenant shall have two (2) renewal options for the Demised Premises for a period equal to five (5) years per option (period, and otherwise on the "EXTENSION OPTION"), to extend the Maturity Date terms specified in Section 35 of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): Lease. A Renewal Term shall commence only if (i) Borrower Tenant shall have given written notice notified Landlord in writing at least nine (an "EXTENSION NOTICE"9) to the Agent and Collateral Agent not less than sixty (60) days months prior to the Original Maturity Date expiration of its election to exercise the Extension Option; then existing Term, and (ii) immediately prior to the expiration of the Term, this Lease shall be in full force and effect and no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit continuing. Time is of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal essence with respect to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term notice of Tenant's exercise of the Loan is extended pursuant renewal option. The Renewal Term shall be subject to all of the provisions of this SECTION ------- 2.17agreements, then all the terms terms, covenants and conditions of the Loan ---- Documents shall remain in full force hereof binding upon Tenant and effect and unmodifiedLandlord, except that the Maturity Basic Annual Rent shall be at the then fair market rent, escalating annually at the then market escalation rate, and the other economic terms of the Lease, including with respect operating expense reimbursements for repairs, replacements and related expenditures, shall be updated to market terms (collectively, “Market Economic Terms”). Without limitation, Market Economic Terms shall include any then current market concessions being granted in similar transaction, including without limitation abated rent, leasing commissions and tenant improvement allowances. Upon the commencement of the Renewal Term, (x) the Renewal Term shall be added to and become part of the Term (but shall not be considered part of the initial Term), (y) any reference to "this Lease", to the "Term", the "term of this Lease" or any similar expression shall be deemed to include the Renewal Term, and (z) the Expiration Date shall be become the Extended Maturity Dateexpiration of the Renewal Term.

Extension Option. (a) Borrower Provided Tenant is not in default of its obligations under this Lease, Tenant shall have the option two (the "EXTENSION OPTION"), 2) options to extend the Maturity Date Term of the Loan from Lease for a period of five (5) consecutive years each as more particularly described below. Each extended term of the Payment Date Lease is referred to herein as an “Extended Term” and collectively as the “Extended Terms.” The first Extended Term of the Lease shall commence November 15, 2015. The second Extended Term of the Lease shall commence on the day following the expiration of the first Extended Term referred to in June, 2001 (the "ORIGINAL MATURITY DATE"), immediately preceding sentence. If Tenant timely exercises an option to extend pursuant to the Payment Date terms of this Paragraph 37.6, Tenant shall accept the Premises for such applicable Extended Term in Juneits then “as is” condition and on the same terms and conditions as set forth in the Lease, 2002 (the "EXTENDED MATURITY DATE")as amended hereby, upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): except that (i) Borrower Landlord shall have given no obligation to construct or install any tenant improvements in the Premises for Tenant or provide any tenant improvement allowance, (ii) Tenant shall have no further right to extend the Term of the Lease beyond the two (2) Extended Terms set forth in this Paragraph 37.6, and (ii) the monthly Base Rent payable during the applicable Extended Term shall be an amount equal to ninety-five percent (95%) of the fair market rental value of the Premises (which may include adjustments to the monthly Base Rent during the applicable Extended Term based on cost of living or other rental adjustments), but in no event shall such monthly Base Rent payable during the first Extended Term be less than Two Dollars ($2.00) per rentable square foot of the Premises (NNN) and in no event shall such monthly Base Rent payable by Tenant during the second Extended Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, if applicable). The parties hereto agree that the existence of any “wet” laboratory tenant improvements installed in the Premises and paid for solely by Tenant shall not be taken into consideration in determining the fair market rental value of the Premises. The options to extend stated herein are personal to Symyx Technologies, Inc. (and to any transferee pursuant to a Permitted Transfer as defined in Paragraph 21.3, as amended) and will not survive any assignment or sublet of the Lease (except an assignment or sublease to a transferee pursuant to a Permitted Transfer as defined in Paragraph 21.3, as amended). Tenant shall give Landlord written notice of its intent to exercise the applicable extension option at least one hundred eighty (an "EXTENSION NOTICE"180) days but not more than two hundred seventy (270) days prior to the Agent and Collateral Agent date the Lease would expire but for the exercise of the applicable Extension Option. Tenant may not exercise the extension option for the second Extended Term unless it has timely exercised the extension option for the first Extended Term. Within thirty (30) days after Tenant exercises its applicable extension option pursuant to the terms above, Landlord will provide Tenant with its determination of the Base Rent for the applicable Extended Term (based on 95% of the monthly fair market rental value of the Premises, as reasonably determined by Landlord), but in no event shall such determination with respect to the first Extended Term be less than $2.00 per square foot per month and in no event shall such determination with respect to the second Extended Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, if applicable). Tenant shall have thirty (30) days from notification by Landlord of the Base Rent to accept Landlord’s Base Rent determination. The parties are obligated to negotiate in good faith to agree on the monthly fair market rental for the Premises for the applicable Extended Term. If the parties have not mutually agreed on the Base Rent for the applicable Extended Term (based on 95% of the monthly fair market rental value of the Premises [which may include adjustments to the monthly Base Rent during the applicable Extended Term based on cost of living or other rental adjustments], but in no event less than $2.00 per square foot per month for the first Extended Term and no less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, if applicable) for the second Extended Term) within thirty (30) days from notification by Landlord to Tenant of Landlord’s rental determination, each party hereto shall appoint one representative who shall be a licensed real estate broker with a minimum of ten (10) years experience in leasing industrial space in Sunnyvale, California, to determine the fair market rental for the Premises during the applicable Extended Term. The two (2) representatives so appointed shall determine the monthly fair rental value for the applicable Extended Term considering the use to which Tenant is then utilizing the Premises pursuant to the terms and conditions of this Lease. The parties hereto agree that the existence of any “wet” laboratory tenant improvements installed in the Premises and paid for solely by Tenant shall not be taken into consideration by the aforementioned real estate brokers (or the third real estate broker referred to in the immediately following paragraph, if applicable) in determining the fair market rental value of the Premises. The determination of said fair market rental value shall be made by said two (2) representatives within sixty (60) days prior from notification by Landlord to Tenant of Landlord’s rental determination and they shall submit said determination in writing to Landlord and Tenant. If the Original Maturity Date two (2) representatives of its election the parties hereto cannot agree on the fair market rental value for the Premises herein, said two (2) representatives shall choose a third licensed real estate broker with a minimum of ten (10) years experience in the leasing of industrial space in Sunnyvale, California, to exercise act as an arbitrator. If the Extension Option; two representatives cannot or do not agree on a third representative, either party may have the third representative chosen by the American Arbitration Association or by a judge of the Santa ▇▇▇▇▇ County Superior Court. The fair market rental value for the applicable Extended Term shall be independently determined by the arbitrator, which said determination shall be made within ninety (ii90) no Default or Event days from notification by Landlord to Tenant of Default Landlord’s rental determination. The role of the arbitrator shall then be to immediately select from the fair market rent proposals of the representatives the one that most closely approximates the arbitrator’s determination of fair market rental value. The arbitrator shall have occurred and be continuing on no right to adopt a compromise or middle ground or any modification of either of the Original Maturity Date; (iii) Borrower shall have paid to two fair market rent proposals. The proposal the Agent arbitrator chooses as most closely approximating his determination of the fair market rental value of the Premises for the benefit applicable Extended Term shall constitute the final determination of the Lenders on fair market rental value of the Original Maturity Date a fee (an "EXTENSION FEE") Premises for the applicable Extended Term, shall be final and binding upon the parties and the Base Rent for such applicable Extended Term shall be equal to ninety-five percent of such fair market rental determination but in no event shall such monthly Base Rent payable during the product of 0.50% and the Principal Indebtedness; and first Extended Term be less than Two Dollars (iv$2.00) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf per rentable square foot of the Lenders Premises (NNN) and in no event shall such monthly Base Rent payable by Tenant during the second Extended Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDEDfirst Extended Term, HOWEVER, that Borrower if applicable). Each party shall pay the reasonable costs incurred charges of the representative appointed by such party. The charges and expenses of the arbitrator, as provided herein, shall be paid by the Agent and Collateral Agent parties hereto in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateequal shares.”

Extension Option. Borrower shall have the right to extend the Maturity Date from the Initial Maturity Date to the Extended Maturity Date (the “Extension Option”), subject to Borrower’s satisfaction of the following conditions: (a) Borrower shall have the option (the "EXTENSION OPTION"), to extend give Administrative Agent written notice of Borrower’s request for an extension of the Maturity Date not earlier than ninety (90) days, nor later than forty-five (45) days, prior to the Initial Maturity; (b) As of the Loan from the Payment Date in Junedate of such notice, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each and as of the following conditions Initial Maturity Date, there shall exist no Default or Potential Default (the "EXTENSION CONDITIONS"): (i) provided that Borrower shall have given written notice (an "EXTENSION NOTICE") opportunity to cure such Potential Default prior to the Initial Maturity Date to the extent of applicable cure periods under this Agreement or the applicable Loan Document); (c) At Administrative Agent’s request, Borrower shall have caused to be issued to Lenders, at Borrower’s sole cost and expense, appropriate endorsements to the Title Policy which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension; (d) There shall have been no change in the financial condition of Borrower, or in the condition of the Property from that which existed on the Effective Date, which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect; (e) The Loan-to-Value Percentage of the Property, based upon a new Appraisal commissioned by Administrative Agent at Borrower’s sole cost and Collateral Agent not less than expense and with a valuation date within sixty (60) days prior to of the Original Initial Maturity Date of its election to exercise Date, shall not exceed the Extension OptionMaximum Loan-to-Value Percentage; (iif) no Default or Event The Net Operating Income from the Property shall be sufficient to yield a Debt Service Coverage Ratio of Default shall have occurred and be continuing on not less than 1.375:1.00 as of the Original Initial Maturity Date;; and (iiig) Borrower shall have paid to the Agent Administrative Agent, for the ratable benefit of the Lenders on the Original Maturity Date a Lenders, an extension fee (in an "EXTENSION FEE") amount equal to fifteen hundredths of one percent (0.15%) of Aggregate Commitment as of the product of 0.50% and Initial Maturity Date. Notwithstanding the Principal Indebtedness; and (iv) foregoing, Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. right (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writingi) to repay principal outstanding under the Agent on behalf Loan or (ii) to affirmatively elect to cancel any undisbursed portion of the Lenders and Aggregate Commitment (excluding any portion of the First Non-Revolver Tranche, which Borrower does not have the right to cancel), or (iii) any combination thereof, in such amount as may be required to reduce the Collateral Agent on or prior Aggregate Commitment, as applicable, pursuant to the fifteenth (15th) Business Day prior this Section 2.6, to the Original Maturity Date; PROVIDED, HOWEVER, an amount such that Borrower shall pay the reasonable costs incurred by the Agent is in compliance with subsections (e) and Collateral Agent in connection with the giving (f) above. Any repayment of any Extension Notice and its revocation. If the term principal or cancellation of the Loan is extended commitment pursuant to this Section 2.6 shall reduce the provisions of Aggregate Commitment dollar for dollar and any sums repaid may not be reborrowed. Except as modified by this SECTION ------- 2.17Section 2.6, then all the terms and conditions of this Agreement and the other Loan ---- Documents shall remain unmodified and in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateeffect.

Extension Option. (a) Upon satisfaction of the Extension Conditions, Borrower shall have the option (the "EXTENSION OPTION"), to extend the Initial Maturity Date of the Loan from for two (2) successive terms of one year each (each such option, an “Extension Option” and each successive term, an “Extended Term”). During each Extended Term and except for any time when the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), Default Rate is applicable pursuant to the Payment Date in Juneterms of this Agreement, 2002 the Loan (including any amounts added to principal under the "EXTENDED MATURITY DATE")Loan Documents) shall bear interest at the Interest Rate. In connection with (and as a condition to) the exercise by Borrower of an Extension Option, upon satisfaction of Borrower must satisfy each of the following conditions (collectively, the "EXTENSION CONDITIONS"“Extension Conditions”): (i) Borrower shall have given provide Administrative Agent with written notice (an "EXTENSION NOTICE"the “Extension Notice”) of its intent to the Agent and Collateral Agent exercise such Extension Option not less later than sixty (60) days and not earlier than ninety (90) days, prior to the Original then-applicable Maturity Date of its election to exercise the Extension OptionDate, TIME BEING OF THE ESSENCE; (ii) no No Event of Default or Potential Event of Default shall have occurred exist as of the date of the applicable Extension Notice and be continuing on the Original Maturity Datefirst day of the applicable Extended Term; (iii) Borrower shall have paid to the pay Administrative Agent (for the benefit of Lender) the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal applicable Extension Fee prior to the product first day of 0.50% the applicable Extended Term, which Extension Fee shall be earned by Lender as of the date of the applicable Extension Notice; provided, however, if Borrower does not fully satisfy the Extension Conditions, no Extension Fee shall be payable, although Borrower shall remain liable for the payment of the costs set forth in clause (xii) below; (iv) Mortgage Borrower has Completed the Improvements; (v) Borrower has no further liability associated with the construction of the School Unit (other than the SCA Pre- and Post-Turnover Work); (vi) The Subdivided Residential Units are being marketed for sale; (vii) The Improvements shall be in compliance, in all material respects, with the Business Plan and the Principal IndebtednessApproved Budget; (viii) Mortgage Borrower is in compliance with the Sales Pace Covenant; (ix) All financial statements required to be delivered pursuant to Section 9.1(a) and 9.1(b) of this Agreement have been received and Indemnitor continues to satisfy the Indemnitor’s Financial Covenants; (x) Administrative Agent shall have received (A) if the Mortgage Loan remains outstanding, a copy of the title continuation from the Title Company indicating that there has been no undischarged new or intervening liens or encumbrances or other matter not previously approved or consented to by Administrative Agent in writing (unless contested in accordance with the terms of this Agreement and the Mortgage Loan Agreement), any cost of such title continuation being the sole responsibility of Borrower ​ ​ or (B) if the Mortgage Loan is no longer outstanding, a title report dated within five (5) days of the then-applicable Maturity Date, confirming no encumbrances other than the Permitted Encumbrances; (xi) The Loan to Value Ratio, measured as of the then-applicable Maturity Date, shall not be greater than eighty percent (80.0%). Borrower shall be permitted to prepay the Loan or post cash security or a letter credit, acceptable to Administrative Agent in each case, in an amount necessary to satisfy the foregoing Loan to Value Ratio requirement; and (ivxii) Borrower shall have delivered to the Agent such evidence of corporate pay all reasonable out-of-pocket costs and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs expenses incurred by the Administrative Agent and Collateral Agent Lender in connection with the giving of any Extension Notice and Borrower exercising its revocation. If the term of the Loan is extended pursuant to the provisions of rights under this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateSection 2.4(b).

Extension Option. (a) The Borrower shall have the option (the "EXTENSION OPTION"), to extend may request an extension of the Maturity Date (no more than two times) for additional one-year periods; provided that the Borrower provides written notice requesting the extension to the Administrative Agent not earlier than 90 days and not later than 30 days prior to any anniversary of the Loan Effective Date (an “Anniversary Date”). The Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender, acting in its sole discretion, shall respond to such request, whether affirmatively or negatively (each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”)), within 10 Business Days of such notice from the Payment Date Administrative Agent. Any failure by any Lender to respond to such request within the time period specified in Junethe preceding sentence shall be deemed to be a refusal by such Lender of such request and any such Lender shall be deemed to be a Non-Extending Lender. The Commitments of those Lenders that have responded affirmatively shall be extended on the applicable Anniversary Date, 2001 subject to (x) receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit F hereto (the "ORIGINAL MATURITY DATE")“Extension Agreement”) duly completed and signed by the Borrower, to the Payment Date in JuneAdministrative Agent, 2002 the L/C Issuers and all of the Lenders which have responded affirmatively, (the "EXTENDED MATURITY DATE"), upon y) satisfaction of each of the following conditions set forth in clause (c) of this Section 2.17 and (z) if applicable, receipt by the "EXTENSION CONDITIONS"):Administrative Agent of an Assignment and Assumption for each Assuming Lender (as defined below). No extension of the Commitments pursuant to this Section 2.17 shall be legally binding on any party hereto unless and until Extension Agreements are executed and delivered by the Required Lenders. (b) The Borrower may, if it so elects upon 5 Business Days’ notice to the Administrative Agent, replace the Commitments of each Non-Extending Lender with Commitments of one or more Eligible Assignees (each, an “Assuming Lender”) to assume any Non- Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter relating to such Commitments, without further recourse to or warranty by, or expense to such Non-Extending Lenders (and, for the avoidance of doubt, if such Assuming Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date); provided that any such designation or agreement may not increase the Aggregate Commitments. This Section 2.17(b) shall be subject to the conditions that: (i) Borrower the Assuming Lenders shall have given written notice (an "EXTENSION NOTICE") paid to the Agent Non-Extending Lenders the aggregate principal amount of, and Collateral Agent not less than sixty (60) days prior any interest and fees accrued and unpaid up to the Original Maturity Date date of its election to exercise such assumption, as applicable, on, the Extension Optionoutstanding Loans and Letters of Credit, if any, of the Non-Extending Lenders under their respective Commitments being assumed; (ii) no Default or Event all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of Default such Commitments shall have occurred and be continuing on been paid by the Original Maturity Date;Borrower; AMERICAS/2021298575.5 (iii) Borrower with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.06(b)(iv) for such assignment shall have been paid to by the Agent for Assuming Lender (or, if it has been so agreed, by the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal IndebtednessBorrower); and (iv) Borrower each Assuming Lender shall have delivered to the Borrower and the Administrative Agent such evidence an Assignment and Assumption as to its assumption of corporate the Commitments of Non-Extending Lenders. Upon execution and limited liability company authorization delivery of the foregoing Assignment and other documents relating Assumption, satisfaction of all conditions described in the penultimate sentence of clause (a) of this Section 2.17 and the payment of all amounts referred to in clauses (i) through (iii) above, the Assuming Lenders will be substituted for the Non-Extending Lenders under this Agreement to the Extension Option as extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf consent of the other Lenders, and the obligations of the Non-Extending Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDEDsuch extent hereunder shall, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent provisions hereof, be released and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Datedischarged.

Extension Option. (a) Borrower So long as this Lease is in full force and effect and Tenant is not in default beyond any applicable notice and cure period in the performance of any of the covenants or terms and conditions of this Lease at the time of notification to Landlord or at the time of commencement of the Extension Period, as that term is hereinafter defined, Tenant shall have the option (the "EXTENSION OPTION"), “Extension Option”) to extend the Maturity Date Term for the entire Premises for one (1) additional period of five (5) years (the “Extension Period”), which Extension Period shall commence upon the expiration of the Loan from initial Term upon the Payment Date same terms and conditions of this Lease, except that the Base Rent during the Extension Period shall be at an annual rate equal to ninety five percent (95%) of thee then current fair market value rate for lease renewals and extensions comparable to this Lease for space comparable to the Premises in Junethe Building, 2001 taking into account such factors as tenant improvement allowances, rent concessions and rental escalations (the "ORIGINAL MATURITY DATE"“FMR”), subject to the Payment Date in Junefollowing terms and conditions: Tenant shall provide Landlord with written notice, 2002 of its desire to extend the Term of this Lease nine (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i9) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days months prior to the Original Maturity Date expiration of its election to exercise the initial Term. In the event Tenant timely exercises this Extension Option; , this Lease shall be deemed extended and the FMR shall be determined as set forth below. In the event that Landlord does not receive Tenant’s written notice nine (ii9) months prior to the expiration of the initial Term, then such Extension Option shall be null and void and of no Default further force or Event of Default effect this Lease shall have occurred and be continuing expire on the Original Maturity Date; Expiration Date (iii) Borrower as that term is defined in Article I), and if requested by Landlord, Tenant shall have paid execute an instrument in form and substance acceptable to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent Landlord confirming such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requirefacts. (b) Borrower may revoke any Extension Notice The FMR shall be determined by Landlord and Tenant by mutual agreement; however, if Landlord and Tenant cannot agree in writing on the FMR within ten (10) days after Landlord’s receipt of Tenant’s notice of its election to extend this Lease, the FMR shall be determined by the Three Broker Method set forth below. Tenant shall have the option to select a real estate broker, who shall act on Tenant’s behalf in determining the FMR, within five (5) business days after the expiration of the 10-day period. Landlord must select a real estate broker within five (5) business days after written notice of Tenant’s selection. Landlord, by written notice (or telephonic notice promptly confirmed to Tenant shall designate a real estate broker, who shall act on Landlord’s behalf in writing) to the Agent on behalf determination of the Lenders FMR. If either Landlord or Tenant fails or refuses to select a broker, the other broker shall alone determine the FMR. Otherwise, within ten (10) days after the selection of Landlord’s broker, Landlord and to Tenant’s brokers shall then select a third broker meeting the Collateral Agent on qualifications stated below, and each broker, within fifteen (15) days after the third broker is elected, shall submit his or her determination of the FMR. The FMR shall be the determination of the broker that is not the highest or the lowest (or, if two brokers reach an identical determination, the determination of such two brokers). Landlord and Tenant shall each pay the fee of the broker selected by it, and they shall equally share the payment of the fee of the third broker. (c) In the event that the appraisal process has not been completed prior to the fifteenth commencement of the Extension Period, then upon commencement of the Extension Period, and until the process is completed (15th) Business Day prior the “Interim Period”), Tenant shall pay Landlord monthly Base Rent and Additional Rent equal to the Original Maturity DateBase Rent and Additional Rent for the immediately preceding Lease year, until the increase in the Base Rent is determined by such process as provided herein; PROVIDEDprovided, HOWEVERhowever, that Borrower such payments made during the Interim Period shall pay be subject to adjustment based upon the reasonable costs incurred results of such process. If, as a result of such appraisal process, it is determined that Tenant has underpaid Base Rent and Additional Rent during the Interim Period, then such underpaid Base Rent and Additional Rent shall be due from Tenant to Landlord within ten (10) days after expiration of the Interim Period. All brokers selected in accordance with this subparagraph must be licensed in the state of Kentucky as a real estate broker and shall have at least ten (10) years prior experience in commercial office leasing in the metropolitan area of Louisville, Kentucky. Landlord and Tenant agree that they shall be bound by the Agent determination of the FMR pursuant to this subparagraph for the Extension Period. (d) Tenant shall accept the Premises in their existing condition (on an “as is” basis) upon the commencement of the Extension Period and Collateral Agent in connection with the giving Landlord shall have no obligation to grant or pay any allowance, abatement or concession of any Extension Notice and its revocationkind with respect to the Premises. If Tenant shall have no option to renew or extend this Lease beyond the term expiration of the Loan Extension Period. (e) This Extension Option is extended pursuant personal to Tenant and to any Permitted Transferee; furthermore, in the provisions event of an assignment of this SECTION ------- 2.17, then all the terms and conditions Lease to a party other than a Permitted Transferee or a sublease to a party other than a Permitted Transferee by Tenant of more than fifty percent (50%) of the Loan ---- Documents Premises, this Extension Option shall remain in full become null and void and of no further force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateor effect.

Extension Option. (a) Upon the satisfaction of the terms and conditions set forth in this Section 2.8.1, Borrower shall have the option (the "EXTENSION OPTION"), “Extension Option”) to extend the Maturity Date term of the Loan from beyond the Payment Stated Maturity Date in June, 2001 for two (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 2) terms of six (the "EXTENDED MATURITY DATE"), upon satisfaction of 6) months each of the following conditions (the "EXTENSION CONDITIONS"each an “Extension Period”): (ia) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or No Event of Default shall have occurred and be continuing on the Original Maturity Datecontinuing; (iiib) Lender shall have received from Borrower all sums then due and payable under the Loan Documents, including all payments of (or reimbursement of Lender for) any reasonable out of pocket miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Loan); (c) Borrower shall have paid notify Lender, in writing, of its irrevocable election to extend the Maturity Date as aforesaid at least thirty (30) but not more than ninety (90) days prior to the Agent for then applicable Maturity Date, each of which shall be accompanied by a payment to the benefit Lender of the Lenders on Extension Fee (which shall be nonrefundable and deemed earned upon receipt by Lender); (d) Upon election of each Extension Option, the Original Maturity Date Interest Rate shall increase by the Extension Interest Rate Increase; (e) Lender shall, in its sole and absolute discretion, be satisfied with the operation and performance of the Property for which this Agreement and related documents are based upon; (f) The Reserve Funds, as specified in Article VII, shall contain the amount required under this Agreement as of the date of commencement of the Extension Period, and Borrower shall deposit such additional amount into any of the Reserve Fund Accounts, or such additional reserve accounts, as Lender may require; (g) Guarantors shall execute and deliver a fee reaffirmation, in form and substance satisfactory to Lender, of Guarantors’ respective obligations under each of the Loan Documents executed and delivered by them; (h) Borrower shall deliver to Lender an "EXTENSION FEE") equal Officer’s Certificate stating that all representations and warranties of Borrower set forth in Article IV remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the product terms of 0.50% the Loan Documents (in which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the Principal Indebtednessapplicable representation(s) and warranty(ies)) or setting forth any exceptions to such representations and warranties, which exceptions shall be satisfactory to Lender; (i) Borrower shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require; and (ivj) Borrower shall have delivered to the Agent such evidence of corporate must pay Lender’s legal fees and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDEDexpenses, HOWEVERif any, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateextension(s).

Extension Option. (a) Borrower Provided that as of the date of the notice specified below, Tenant is not in default and has not previously been in default of its obligations under this Lease beyond any applicable grace period more than once, Tenant shall have the option right to extend the term of this Lease for one additional period of five (5) years, to begin immediately upon the expiration of the original term of this Lease (the "EXTENSION OPTIONextended term"), to extend the Maturity Date . All of the Loan from terms, covenants and provisions of this Lease shall apply to such extended term except that the Payment Date Annual Fixed Rent Rate for such extension period shall be the fair market rate at the commencement of such extended term, as designated by Landlord for comparable buildings in Junethe greater Burlington area. If Tenant shall elect to exercise the aforesaid option, 2001 it shall do so by giving Landlord notice in writing of its intention to do so not later than one (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i1) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days year prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit expiration of the Lenders on original term of this Lease. If Tenant gives such notice, the Original Maturity Date a fee (an "EXTENSION FEE") equal to extension of this Lease shall be automatically effected without the product execution of 0.50% any additional documents. The original term and the Principal Indebtedness; and (iv) Borrower shall have delivered to extended term are hereinafter collectively called the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation"term". If the term Tenant disagrees with Landlord's designation of the Loan is extended pursuant market rate, and the parties cannot agree upon the market rate, then the market rate shall be submitted to arbitration as follows: market rate shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by ▇▇▇▇▇▇, and a third to be selected, if necessary, as below provided. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the then President of the Boston Bar Association and request him to select an impartial third arbitrator, who shall be another office building owner, a real estate counselor or a broker dealing with like types of properties, to determine market rate as herein defined. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall share equally the expense of the third arbitrator (if any). If the dispute between the parties as to a market rate has not been resolved before the commencement of Tenant's obligation to pay Fixed Rent based upon such market rate, then Tenant shall pay Fixed Rent under the Lease based upon the market rate designated by Landlord until either the agreement of the parties as to the provisions of this SECTION ------- 2.17market rate, then all or the terms and conditions decision of the Loan ---- Documents arbitrators, as the case may be, at which time Tenant shall remain pay any underpayment of Fixed Rent to Landlord, or Landlord shall refund any overpayment of Fixed Rent to Tenant. In any event, the Annual Fixed Rent Rate for the extended term shall not be less than the Annual Fixed Rent Rate in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateimmediately prior to such extended term.

Extension Option. (a) Borrower Tenant shall have the option Extension Option referred to in Article I above, provided that (the "EXTENSION OPTION"), to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (ia) Borrower shall have given Tenant provides Landlord with written notice of Tenant's interest in exercising such option at least three hundred sixty-five (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60365) days prior to the Original Maturity Date expiration of its election to exercise the Term ("Tenant's Interest Notice"), (b) no uncured Default (hereinafter defined) shall exist at the time of Landlord's receipt of Tenant's Interest Notice, or at the commencement of the Extension Option; Period, and (iic) no Default or Event the Tenant named in Article I above and/or a Tenant Entity (hereinafter defined) then leases and occupies at least fifty percent (50%) of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent Premises. Except for the benefit amount of Base Rent (which is to be determined as hereinafter provided), all of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% terms, covenants, conditions and the Principal Indebtedness; and (iv) Borrower provisions set forth herein shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating be applicable to the Extension Option as Period. This Extension Option, which is personal to the Agent shall reasonably requireoriginal Tenant specified in Article I hereof or a Tenant Entity, may not be severed from this Lease or separately sold, assigned, or otherwise transferred. Time is of the essence with respect to this Section 4.3. (b) Borrower may revoke any Extension If Tenant delivers Tenant's Interest Notice by written notice in the manner set forth above, Landlord shall, within ten (or telephonic notice promptly confirmed 10) business days of receipt of Tenant's Interest Notice, notify Tenant in writingwriting ("Landlord's Rent Notice") to the Agent on behalf of its determination of the Lenders and to fair market rent for the Collateral Agent Premises for the Extension Period. Landlord shall base its determination on or prior to comparable lease extensions for comparable property in the fifteenth (15th) Business Day prior to area in which the Original Maturity Date; PROVIDEDProperty is located, HOWEVERtaking into account all relevant factors including, that Borrower shall pay without limitation, concessions then being granted by landlords. The area in which the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan Property is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date located shall be deemed to be the Extended Maturity Date.Route 495/Route 2 submarket, further defined as the Towns of Acton, Boxborough, Westford and Littleton (the "Property Vicinity"). Landlord's determination shall be based upon the Premises as improved, whether such improvements were made by Landlord or Tenant. Notwithstanding the foregoing, Base Rent during such Extension Period shall not be less than seventy-five AGILENT TECHNOLOGIES ▇▇▇▇▇/▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; FINAL

Extension Option. (a) Borrower shall have ABB may request that the option (the "EXTENSION OPTION"), to extend the Maturity Termination Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), be extended subject to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction terms of each of the following conditions (the "EXTENSION CONDITIONS"):this Clause 2.3: (i) Borrower shall have given by giving written notice (an "EXTENSION NOTICE") to the Agent and Collateral Facility Agent not less than sixty 45 days and not more than 90 days before the date which is 12 Months after the date of this Agreement (60the “First Extension Request”) days prior to requesting that the Original Maturity Termination Date shall be the date which is 72 Months after the date of its election to exercise this Agreement (the “First Extension Option;Termination Date”); and/or (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid by giving written notice to the Facility Agent for not less than 45 days and not more than 90 days before the benefit date which is 24 Months after the date of this Agreement (the Lenders on “Second Extension Request”) requesting that the Original Maturity Termination Date a fee (an "EXTENSION FEE") equal to shall be the product date which is 84 Months after the date of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requirethis Agreement. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice The Facility Agent shall promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving notify each Lender of any Extension Notice and Request (including, in the case of a Second Extension Request, any Lender that refused a First Extension Request). (c) Each Lender (including, in the case of a Second Extension Request, any Lender that refused a First Extension Request) shall notify the Facility Agent of its revocation. If decision (which shall be in its sole discretion) in respect of whether or not to agree to an Extension Request not later than 20 days before the term date which is: (i) in respect of a First Extension Request, the date which is 12 Months after the date of this Agreement (and, if any Lender has not notified the Facility Agent of its acceptance of the Loan First Extension Request on or before such date, it shall be deemed to have refused such First Extension Request); or (ii) in respect of a Second Extension Request, the date which is extended 24 Months after the date of this Agreement (and, if any Lender has not notified the Facility Agent of its acceptance of the Second Extension Request on or before such date, it shall be deemed to have refused such Second Extension Request), and the Facility Agent shall notify ABB of whether or not each Lender has agreed to the relevant Extension Request promptly, and in any case no later than 5 Business Days after (A) receipt by it of a notification from a Lender as to whether or not it has agreed to the relevant Extension Request and/or (B) the deemed refusal of a Lender to an Extension Request (as applicable). (d) With effect from the date on which ABB receives notification from the Facility Agent pursuant to paragraph (c) above, the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Termination Date shall be extended in relation to the Extended Maturity DateCommitments and/or Swingline Commitments of those Lender(s) who have agreed to the relevant Extension Request. (e) If a Lender agrees to an Extension Request, the agreement of such Lender shall be deemed to include the agreement of its Revolving Facility Affiliate and its Swingline Affiliate. (f) If a Lender refuses an Extension Request and ABB exercises its right to either: (i) replace such refusing Lender pursuant to Clause 8.7 (Right of replacement or repayment and cancellation in relation to a single Lender); or (ii) increase the Total Commitments following the cancellation of such refusing Lender's Commitments and/or Swingline Commitments, in an amount equal to the Commitments and/or Swingline Commitments so cancelled, pursuant to Clause 2.2 (Increase of Commitments), the relevant New Lender or Increase Lender (as applicable) shall be deemed to have consented to the Extension Request that was the subject of the refusal.

Extension Option. (a) Borrower A. Tenant shall have the option two options (the "EXTENSION OPTION")each, an “Extension Option”) to extend the Maturity Date term of this Lease, each for an additional period of five (5) years. The first such five–year period (the “First Extended Term”) shall begin immediately upon the expiration of the Loan from Original Term of this Lease, and the Payment Date in June, 2001 second such five-year period (the "ORIGINAL MATURITY DATE")“Second Extended Term”) shall begin immediately upon the expiration of the First Extended Term, to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of provided that each of the following conditions (the "EXTENSION CONDITIONS"):has been satisfied: (i) Borrower shall have given written notice As of the date of an Extension Notice (an "EXTENSION NOTICE"defined below) to and as of the Agent and Collateral Agent commencement of the First Extended Term and, if applicable, the Second Extended Term, Tenant has not less than sixty (60) days prior to the Original Maturity Date been in default of its election to exercise monetary obligations beyond the Extension Option;expiration of any applicable cure periods under this Lease more than two times during the Term, including any Extended Term; and (ii) Tenant has not subleased 20% or more of the rentable square footage of the Premises, both at the time of the Extension Notice and as of the commencement of the First Extended Term and, if applicable, the Second Extended Term. B. All of the terms, covenants and provisions of this Lease shall apply to each Extended Term except that the Annual Fixed Rent Rate for each such Extended Term shall be the then- fair market rental rate for premises of comparable size and quality to the Premises, in comparable buildings in the competitive market area as of the commencement of the applicable Extended Term, (the “Fair Market Rate”), but in no Default or Event event less than the average Annual Fixed Rent Rate in effect during the immediately preceding term of Default shall have occurred and be continuing on this Lease (i.e., during the Original Maturity Date; Term and during the First Extended Term, as applicable). For the avoidance of doubt, the Annual Fixed Rent Rate during the First Extended Term shall be no less than $9.53 per rentable square foot of Premises (iii) Borrower shall have paid to i.e., the Agent for the benefit average rental rate per rentable square foot of the Lenders on Premises during the Original Maturity Date a fee (Term), and during the Second Extended Term, the Annual Fixed Rent Rate shall be no less than the average Annual Fixed Rent Rate in effect during the First Extended Term. If Tenant shall elect to exercise an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower Extension Option, it shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice do so by giving Landlord written notice (or telephonic notice promptly confirmed in writingthe “Extension Notice”) to the Agent on behalf of the Lenders and to the Collateral Agent on or its election not later than fifteen (15) months prior to the fifteenth expiration of the Original Term of this Lease, or fifteen (15th15) Business Day months prior to the expiration of the First Extended Term, as the case may be. If Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents, but the parties subsequently shall enter into a lease amendment as contemplated under Section 2.3.F below. The Original Maturity Date; PROVIDEDTerm and each Extended Term are hereinafter collectively sometimes called the “Term” or the “term”. C. Not later than fourteen (14) months prior to the expiration of the Original Term or the First Extended Term, HOWEVERas applicable, that Borrower Landlord shall pay notify Tenant of Landlord’s determination of the reasonable costs incurred Fair Market Rate for the applicable Extended Term. Within fifteen (15) days after Landlord gives Tenant Landlord’s proposal for Fair Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If Tenant disagrees with Landlord’s designation, Landlord and Tenant shall commence negotiations to agree upon the Fair Market Rate. If Landlord and Tenant are unable to reach agreement on the Fair Market Rate within thirty (30) days after the date on which Landlord first gave Tenant Landlord’s proposal for the Fair Market Rate, then the Fair Market Rate shall be determined as provided below. D. If Landlord and Tenant are unable to agree on the Fair Market Rate by the Agent end of said thirty (30)-day period, then within five (5) days thereafter, Landlord and Collateral Agent Tenant shall each simultaneously submit to the other in connection with a sealed envelope its good faith estimate of the giving of any Extension Notice and its revocationFair Market Rate, including anticipated steps in rent, if any. If the term higher of such estimates is not more than one hundred five percent (105%) of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17other estimate, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date Fair Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Fair Market Rate shall be determined by an independent arbitrator as set forth below. E. Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a mutually acceptable commercial real estate broker or appraiser licensed in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the suburban Boston area, having no less than ten (10) years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Fair Market Rate by selecting either the Landlord’s estimate of Fair Market Rate or the Tenant’s estimate of Fair Market Rate. Such arbitrator must choose the proposed Fair Market Rate that he/she determines is closest to the actual market rental rate for the Premises , taking into account that the Annual Fixed Rent Rate must in no event be less than the average Annual Fixed Rent Rate in effect during the immediately preceding term, as specifically set forth in Section 2.3(B). There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Fair Market Rate for the Extended Maturity DateTerm shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent Rate for the Extended Term. The costs of the Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such counsel. F. Once the Fair Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the applicable Extended Term. For any part of the Extended Term during which the Fixed Rent Rate is in dispute, or has not yet been finally determined, Tenant shall make payments to Landlord on account of Fixed Rent at the rate per square foot of Rentable Floor Area of the Premises last paid under this Lease. The parties shall adjust for any overpayments or underpayments upon final determination of such rent.

Extension Option. (a) Borrower shall have the option (the "EXTENSION OPTION"), to extend the Maturity Date Term of the Loan from beyond the initial Maturity Date for two (2) successive terms (each, an “Extension Option”) of one (1) year each to (x) the Payment Date occurring in June, 2001 2021, and (the "ORIGINAL MATURITY DATE"), to y) the Payment Date occurring in June, 2002 2022 (the "EXTENDED MATURITY DATE"each such date, an “Extended Maturity Date”, and each such one-year period, an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"):terms and conditions: (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (iia) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the Original date that the applicable Extension Term is commenced; (b) Borrower shall notify Lender of its irrevocable election to extend the Maturity Date as aforesaid not earlier than ninety (90) days, and no later thirty (30) days, prior to the then applicable Maturity Date; (iiic) Borrower shall obtain and deliver to Lender prior to exercise of each such Extension Option, a replacement Interest Rate Protection Agreement, which replacement Interest Rate Protection Agreement shall be effective commencing on the first day of such Extension Option and shall have a term extending through and including the applicable Extended Maturity Date, with a strike price equal to the Strike Rate; (d) in connection with each Extension Option, Borrower shall have delivered to Lender an Officer’s Certificate in form acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time; (e) in connection with the exercise of each Extension Option, Borrower shall have paid to Lender the Extension Fee; (f) in connection with the exercise of each Extension Option, the Debt Service Coverage Ratio for the two (2) consecutive calendar quarters immediately preceding the first day of the applicable Extension Term shall not be less than 1.20:1.00; provided, however, Borrower shall be permitted to prepay a portion of the Loan in accordance with Section 2.3 hereof, in an amount, which, when applied to the outstanding principal balance of the Loan, the applicable Debt Service Coverage Ratio would be satisfied; (g) in connection with the exercise of each Extension Option, the Debt Yield for the two (2) consecutive calendar quarters immediately preceding the first day of the applicable Extension Term shall not be less than 9.00% (exclusive of any Rents from the Billboard Lease); provided, however, Borrower shall be permitted to prepay a portion of the Loan in accordance with Section 2.3 hereof, in an amount, which, when applied to the outstanding principal balance of the Loan, the applicable Debt Yield would be satisfied; (h) in connection with the exercise of each Extension Option, the Loan-to-Value immediately preceding the first day of the applicable Extension Term shall not be greater than 75%; provided, however, Borrower shall be permitted to prepay a portion of the Loan in accordance with Section 2.3 hereof, in an amount, which, when applied to the outstanding principal balance of the Loan, the Loan-to- Value will not be greater than 75%; (i) in connection with the exercise of each Extension Option, no material adverse change shall have occurred with respect to market conditions or to the condition, financial or otherwise, business, operations, assets, liabilities of the Property, Collateral, Borrower, Mortgage Borrower or Guarantor, as determined by Lender in its sole but reasonable discretion; (j) Borrower shall have paid to the Agent for the benefit all of Lender’s reasonable out of pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, in connection with Borrower’s exercise of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal IndebtednessExtension Option; and (ivk) Borrower shall have delivered to the Agent such Lender written evidence of corporate and limited liability company authorization and other documents relating reasonably acceptable to the Extension Option as the Agent shall reasonably require. Lender in all respects that either (bx) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Mortgage Loan is has been extended pursuant to a date not earlier than the provisions of this SECTION ------- 2.17Extended Maturity Date, then all or (y) the terms and conditions of the Mortgage Loan ---- Documents shall remain has been repaid in full force and effect the Mortgage encumbering the Property has been released. All references in this Agreement and unmodified, except that in the other Loan Documents to the Maturity Date shall be mean the applicable Extended Maturity DateDate in the event the applicable Extension Option is exercised.

Extension Option. (a) Borrower So long as at the time no Default shall have exist, the option (Commitment Termination Date may be extended in the "EXTENSION OPTION"), manner set forth in this Section 2.15 for a period of one year from the Commitment Termination Date then in effect; provided that the Commitment Termination Date may only be so extended once per year. If the Company wishes to extend the Maturity Date request an extension of the Loan from Commitment Termination Date, the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), Company shall give written notice to that effect to the Payment Administrative Agent not less six months prior to the Commitment Termination Date then in Juneeffect, 2002 (whereupon the "EXTENDED MATURITY DATE"), upon satisfaction of Administrative Agent shall promptly notify each of the following conditions Lenders of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, on or prior to a deadline to be determined by Company and the Administrative Agent (not to be less than fourteen days from the date such notice is provided by the Administrative Agent). If any Lender shall not have responded affirmatively on or prior to such deadline, such Lender shall be deemed to have rejected the Company’s proposal to extend such ▇▇▇▇▇▇’s Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit J hereto (the "EXTENSION CONDITIONS"): (i“Extension Agreement”) Borrower shall have given written notice (an "EXTENSION NOTICE") to duly completed and signed by the Company, the Administrative Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit all of the Lenders that have responded affirmatively. No extension of the Commitments pursuant to this Section 2.15 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Original Maturity Date a fee Required Lenders (an "EXTENSION FEE") equal the effectiveness date of any such Extension Agreement, the “Extension Agreement Effective Date”). Notwithstanding anything to the product contrary, the remaining maturity of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered Commitments, after giving effect to any extension pursuant to this Section 2.15, will in no event be extended beyond the Agent such evidence of corporate and limited liability company authorization and other documents relating to date that is five years after the applicable Extension Option as the Agent shall reasonably requireAgreement Effective Date. (b) Borrower may revoke If any Extension Notice by written notice Lender rejects, or is deemed to have rejected, the Company’s proposal to extend such Lender’s Commitment, (A) subject to (B) below, this Agreement shall terminate on the Commitment Termination Date then in effect with respect to such Lender, and the Company shall pay to such Lender on such Commitment Termination Date any amounts due and payable to such Lender on such date without regard to any pro rata prepayment requirements contained elsewhere in this Agreement and (B) the Company may, if it so elects, require any Lender that does not elect to extend its Commitment to assign at par its Commitment in its entirety to one or telephonic notice promptly confirmed in writingmore Eligible Assignees pursuant to Section 9.01(b) which Eligible Assignees will agree to the Agent on behalf extension of the Commitment Termination Date. (c) The Administrative Agent shall promptly notify the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended effectiveness of each extension of the Commitments pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateSection 2.15.

Extension Option. So long as there shall not then be an Event of Default under this Lease, Tenant may extend this Lease with respect to one of the following (the “Extension Premises”): (a) Borrower shall have the option Third Floor West Wing Premises, (b) the Existing Fifth Floor West Wing Premises, the Existing Sixth Floor West Wing Premises, the Existing Fifth Floor East Wing Premises and the Sixth Floor East Wing Premises, (c) the Existing Fifth Floor West Wing Premises and the Existing Sixth Floor West Wing Premises, (d) the Existing Fifth Floor East Wing Premises and the Sixth Floor East Wing Premises; for one (1) additional period of five (5) years (the "EXTENSION OPTION"“Extension Term”), to extend the Maturity Date by delivering written notice of the Loan from exercise thereof to Landlord not later than fifteen (15) months (nor earlier than eighteen (18) months) before the Payment Date in June, 2001 expiration of the Original Term therefor. The Base Rent payable for each month during the Extension Term shall be the prevailing rental rate (the "ORIGINAL MATURITY DATE"“Prevailing Rental Rate”), at the commencement of the Extension Term, for renewals of space in Cambridge, Massachusetts of equivalent quality, size, utility and location, taking into account prevailing concessions including, but not be limited to, tenant improvements, tenant improvement allowances, rental abatement, the length of the Extension Term, size of the premises, condition of the premises, escalation charges, location of the premises, location and age of the building, free rent periods, brokerage commissions and lease term. Within fourteen (14) days after receipt of Tenant’s notice to extend, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenant of the required adjustment to Base Rent, if any, and the other terms and conditions offered. Tenant shall, within twenty-one (21) days after receipt of Landlord’s notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Prevailing Rental Rate (“Tenant Notice”). If Tenant timely notifies Landlord that Tenant accepts Landlord’s determination of the Prevailing Rental Rate, then, on or before the commencement date of the Extension Term, Landlord and Tenant shall execute an amendment to this Lease extending the Term for the Extension Premises on the same terms provided in this Lease, except as follows: (a) Base Rent shall be adjusted to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension OptionPrevailing Rental Rate; (iib) no Default or Event of Default Tenant shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtednessno further extension option unless expressly granted by Landlord in writing; and (ivc) Borrower Landlord shall have delivered lease to the Agent such evidence of corporate and limited liability company authorization and other documents relating to Tenant the Extension Option as Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the Agent shall reasonably requirelike) or other tenant inducements. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Date.

Extension Option. Provided that Sysorex Global Holdings Corp. has not assigned this Lease (aexcept to a Peimitted Transferee pursuant to a Permitted Transfer) Borrower or sublet any or all of the Premises (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant under this Lease and any Permitted Transferee which is an assignee pursuant to a Permitted Transfer and shall not otherwise be transferable or exercisable for the benefit of any Transferee), and provided Tenant is not in default beyond any applicable notice and cure periods under this Lease at the time of exercise or at any time thereafter until the beginning of such extension of the Term, Tenant shall have the option (the "EXTENSION OPTION"), “Extension Option”) to extend the Maturity Date Term for one (1) additional consecutive period of three (3) years (the “Extension Period”), by giving written notice to Landlord of the Loan from the Payment Date in Juneexercise of such Extension Option at least nine (9) months, 2001 but not more than twelve (the "ORIGINAL MATURITY DATE")12) months, to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit expiration of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product initial Term. The exercise of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as by Tenant shall be irrevocable and shall cover the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice entire Premises leased by written notice (or telephonic notice promptly confirmed in writing) Tenant pursuant to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDEDthis Lease. Upon such exercise, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is Lease shall automatically be extended pursuant to for the provisions Extension Period without the execution of this SECTION ------- 2.17any further instrument by the parties; provided that Landlord and Tenant shall, then if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Option. The Extension Option shall terminate if not exercised precisely in the manner provided herein. Any extension of the Term shall be upon all the terms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Tenant shall have no further option to extend the Term of the Loan ---- Documents Lease; (ii) Landlord shall remain not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in full force the Premises; (iii) Landlord shall not be obligated to pay any fee or commission to any broker; and effect and unmodified, except that (iv) Base Rent for the Maturity Date Extension Period shall be the Extended Maturity Datethen Fair Market Base Rental (as defined below) for the Premises for the space and term involved, which shall be determined as set forth below.

Extension Option. All extension rights set forth in the Lease are hereby deleted in their entirety and the following is substituted in its place and stead: (a) Borrower shall have Subject to the terms, conditions and limitations set forth in this Section 11, Lessee is hereby granted the option to extend (the "EXTENSION OPTIONOption to Extend") the Term of the Lease for two (2) renewal terms of five (5) years each commencing September 1, 2022 (the "First Extension Term Commencement Date"), to extend the Maturity Date of the Loan from the Payment Date in Juneand expiring August 31, 2001 2027 (the "ORIGINAL MATURITY DATEFirst Extension Term"), to the Payment Date in Juneand commencing September 1, 2002 2027 (the "EXTENDED MATURITY DATESecond Extension Term Commencement Date"), upon satisfaction of each of the following conditions and expiring August 31, 2032 (the "EXTENSION CONDITIONSSecond Extension Term"):), on the same terms and conditions as are contained in the Lease, as amended hereby, except as follows: (i) Borrower Lessor shall have given written notice (an "EXTENSION NOTICE") be under no obligation to make or pay for any further improvements to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension OptionPremises; (ii) no Default or Event of Default Lessee shall have occurred and be continuing on the Original Maturity Date;no further rights under this Section 11; and (iii) Borrower Commencing as of the first day of the First Extension Term or Second Extension Term, as the case may be, Base Rent and Rent Adjustments for the first Lease Year of the First Extension Term or Second Extension Term, as the case may be shall have paid be equal to ninety-two and one-half percent (92.5%) of the then current Fair Market Base Rental plus Lessee's Proportionate Share of Taxes and Expenses allocable to the Agent for Premises, increased by the benefit Fair Market Escalation Rate on each September 1 thereafter during the remainder of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireTerm. (b) Borrower Notwithstanding anything to the contrary contained in this Section 11, Lessee's right to exercise the Option to Extend shall be contingent upon Lessee not being in Default under the Lease, as amended hereby, either on the date that Lessee exercises the Option to Extend or, unless waived in writing by Lessor for purposes of the Option to Extend, on the First Extension Term Commencement Date or Second Extension Term Commencement Date, as the case may revoke any be. If Lessee is not in Default under the Lease, as amended hereby on the date that Lessee exercises the Option to Extend but is so in Default on the First Extension Notice Term Commencement Date or Second Extension Term Commencement Date, as the case may be, and Lessor does not waive in writing such Default for purposes of the Option to Extend, then, notwithstanding Lessee's exercise of the Option to Extend, the Option to Extend shall be deemed to be terminated and of no force and effect and the Term of the Lease shall expire or be terminated in accordance with terms of the Lease as if Lessee had not been granted the Option to Extend pursuant to this Section 11. (c) Lessee may, by notice given to Lessor not later than January 1, 2021, with respect to the First Extension Term and January 1, 2026, with respect to the Second Extension Term request Lessor to provide Lessee with Lessor's determination of the Fair Market Base Rental and Fair Market Base Rental Escalation Rate in effect on the First Extension Term Commencement Date or Second Extension Term Commencement Date, as the case may be, and, in such case, Lessor shall provide Lessee with written notice ("Lessor's Extension Notice") of such determination within ten (10) business days after receipt of Lessee's request. After receipt of Lessor's determination of the Fair Market Base Rental and Fair Market Base Rental Escalation Rate, if Lessee disagrees with same, Lessor and Lessee shall negotiate in good faith to mutual agree upon the Fair Market Base Rental and Fair Market Base Rental Escalation Rate. (d) Lessee may elect by written notice ("Lessee's Extension Option Exercise Notice") on or telephonic notice promptly confirmed in writing) before March 1, 2021, with respect to the Agent on behalf First Extension Term and March 1, 2026, with respect to the Second Extension Term, time being of the Lenders essence, to (i) not exercise the Option to Extend, (ii) exercise the Option to Extend and accept the terms set forth in Lessor's Extension Notice (or as otherwise agreed to during negotiations as provide above) or (iii) exercise the Option to Extend but submit the determination of Fair Market Base Rental and/or Fair Market Base Rental Escalation Rate to arbitrations as provided in Section 13 below. Lessee's election shall be irrevocable once made. If Lessee fails to timely exercise the Option to Extend, then Lessee's rights hereunder with respect to the Collateral Agent on Option to Extend shall terminate and be of no further force or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateeffect.

Extension Option. (a) Borrower shall have The Termination Date may be extended on one or more occasions in the option (manner set forth in this Section for a period of one year from the "EXTENSION OPTION"), Termination Date then in effect. If the Company wishes to extend the Maturity Date request an extension of the Loan from Termination Date, the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), Company shall give written notice to that effect to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Administrative Agent not less than sixty (60) 45 days nor more than 90 days prior to each anniversary of the Original Maturity date hereof that occurs on or prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will use its election best efforts to exercise respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 20 days of such notice to the Administrative Agent. If any Lender shall not have responded affirmatively within such 20-day period, such Lender shall be deemed to have rejected the Company’s proposal to extend its Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of (i) counterparts of an extension agreement in a form reasonably satisfactory to it (the “Extension Option; Agreement”) duly completed and signed by the Company, the Administrative Agent and all of the Lenders which have responded affirmatively and (ii) a certificate of a duly authorized officer of the Company to the effect that, on and as of the effective date of such extension and after giving effect thereto, the representations and warranties of the Borrowers set forth in this Agreement are true in all material respects and no Default or Event of Default shall have has occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit is continuing. No extension of the Commitments pursuant to this Section 2.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Company and Lenders on having more than 50% of the Original Maturity Date a fee (an "EXTENSION FEE") equal to aggregate amount of the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireCommitments. (b) Borrower may revoke If any Extension Notice Lender rejects, or is deemed to have rejected, the Company’s request to extend its Commitment, this Agreement shall terminate on the Termination Date then in effect with respect to such Lender, and the Borrowers shall pay to such Lender on such Termination Date any amounts due and payable to such Lender on such date. On the date of termination of any Lender’s Commitment as contemplated by written notice this subsection (or telephonic notice promptly confirmed in writing) to b), the Agent on behalf respective participations of the other Lenders in all outstanding Letters of Credit and Swingline Loans shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrowers shall, if and to the Collateral Agent on or prior extent necessary to permit such redetermination of participations in Letters of Credit and Swingline Loans within the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term limits of the Loan is extended Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit and Swingline Loans shall be conditioned upon their having done so. (c) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each extension of the Commitments pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateSection 2.20.

Extension Option. (a) Borrower Tenant shall have the option (the "EXTENSION OPTION"), “Extension Option”) to extend the Maturity Date Original Term of this Lease for one additional period of ten (10) years to begin immediately upon the expiration of the Loan from the Payment Date in June, 2001 Original Term (the "ORIGINAL MATURITY DATE"“Extended Term”), provided that as of the date of the Extension Notice (defined below) and as of the commencement of the Extended Term, Tenant shall be current in the payment of Rent (defined in Section 4.1 of this Lease) and shall not previously have been in monetary default beyond any applicable notice and cure period during the twelve (12)-month period immediately preceding the date of the Extension Notice. If so requested by Tenant, Landlord shall advise Tenant of any unpaid Rent or other sum due Landlord at the time the Extension Notice would be given. If the above condition has not been satisfied, then the Extension Option shall be void and the Extension Notice previously sent by Tenant shall be nullified and of no effect. Notwithstanding anything to the Payment Date contrary contained herein, Landlord hereby reserves the right, in Juneits sole and absolute discretion, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower to waive any condition set forth this Section 2.3. No such waiver shall have given written notice (an "EXTENSION NOTICE") be effective unless communicated by Landlord to the Agent Tenant in writing and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent used for the benefit sole purpose of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating giving effect to the Extension Option as the Agent shall reasonably requireand no other purpose. (b) Borrower may revoke any All of the terms, covenants and provisions of this Lease shall apply to the Extended Term except that the Annual Fixed Rent Rate for the Extended Term shall be the fair-market rental rate for renewals in comparable Class A laboratory space and GMP operations, in comparable buildings within a 10-mile radius of the Building as of the commencement of the Extended Term, taking into account all relevant market factors (“the Market Rate”), as designated by Landlord. If Tenant shall elect to exercise this Extension Notice Option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its election not less than fifteen (15) months or telephonic notice promptly confirmed in writingmore than twenty-one (21) to the Agent on behalf of the Lenders and to the Collateral Agent on or months prior to the fifteenth (15th) Business Day prior expiration of the Original Term of this Lease, time being of the essence thereof. If timely and properly Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents. Tenant’s Extension Option is personal to the Original Maturity Date; PROVIDEDinitial named Tenant, HOWEVERVericel Corporation, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent may not be assigned under any circumstances, except in connection with a Permitted Transfer. The Original Term and the Extended Term shall be collectively referred to as the “Term” or the “term”. (c) Not later than thirty (30) days following the giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the Extended Term. Within fifteen (15) days after Landlord gives Tenant Landlord’s determination of the Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If Tenant disagrees with Landlord’s determination, then Landlord and Tenant shall commence negotiations to agree upon the Market Rate. In any Extension Notice event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the average of the net Fixed Rent in effect during the last five (5) Lease Years of the Original Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date on which Landlord first gave Tenant Landlord’s proposal for the Market Rate, then the Market Rate shall be determined as provided below. 2892369_8 (d) If Landlord and Tenant are unable to agree on the Market Rate by the end of said thirty (30)-day period, then within five (5) days thereafter, Landlord and Tenant shall each simultaneously submit to the other in a sealed envelope its revocationgood faith estimate of the Market Rate. If the term higher of such estimates is not more than one hundred five percent (105%) of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17other estimate, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below. (e) Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a mutually acceptable commercial real estate broker or appraiser licensed in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, having no less than ten (10) years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the Premises. There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Extended Maturity Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent for the Extended Term. The costs of the Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any Approved Arbitrator or counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such Approved Arbitrator or counsel. If the dispute between the parties as to a market rate has not been resolved before the commencement of the Extended Term, then Tenant shall pay Fixed Rent under the Lease based upon the Fixed Rent at the rate per rentable square foot of floor area last paid under this Lease (increased by 2.5%) until either the agreement of the parties as to the market rate, or the decision of the Final Arbitrator, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the Extended Term. (f) With respect to any assignment or sublease during the Original Term of this Lease, such assignment shall not include the Extension Option granted to Tenant except in connection with a Permitted Transfer, and such sublease shall be for a term expiring no later than the Expiration Date.

Extension Option. Provided that (ai) Borrower there exists no default under this Lease, and (ii) this Lease is still in full force and effect, Tenant shall have the option (the "EXTENSION OPTION"), to extend the Maturity Date Term of this Lease for one (1) extended term (the “Extended Term”), having a length of three (3) years. Tenant shall exercise such option by giving Landlord written notice, not sooner than twelve (12) months and not later than nine (9) months prior to the expiration of the Loan from Term, it being agreed that time shall be of the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), essence with respect to the Payment Date giving of such notice. The rent for the first Lease Year of Extended Term shall be equal to the Prevailing Market Rate (as hereinafter defined); provided however in June, 2002 no event shall the Base Rent (on a per square rentable square foot basis) for the "EXTENDED MATURITY DATE"), upon satisfaction of each Extended Term be less than the Base Rent for the final Lease Year of the following conditions (Term. "Prevailing Market Rate" for the "EXTENSION CONDITIONS"): (i) Borrower Suite 103A Premises shall have given written notice (an "EXTENSION NOTICE") mean the rental that Landlord would be able to obtain from a third party desiring to lease the Suite 103A Premises for the Extended Term taking into account the age of the Building, the size, location and floor levels of the Suite 103A Premises, the quality of construction of the Building and the Suite 103A Premises, the services provided under the terms of this Lease, the rental then being obtained for new leases of space comparable to the Agent Suite 103A Premises in the locality of the Building, and Collateral Agent not less all other factors that would be relevant to a third party desiring to lease the Suite 103A Premises for the Extended Term in determining the rental such party would be willing to pay therefor, including free rent, tenant improvement allowances, leasing commissions and signing bonuses. Prevailing Market Rate shall be determined based on new rentals for similar space with standard tenant improvement allowances and standard leasing commissions. No later than sixty one hundred twenty (60120) days prior to commencement of the Original Maturity Date Extended Term, Landlord shall notify Tenant of Landlord's determination of the Prevailing Market Rate to be used to calculate the annual rent for the Extended Term. If ▇▇▇▇▇▇ wishes to dispute ▇▇▇▇▇▇▇▇'s determination, Tenant shall give notice to Landlord of Tenant's intent to submit the matter to the appraisal process described below within twenty (20) days after receipt of notice of ▇▇▇▇▇▇▇▇'s determination. If Tenant so elects, then within fifteen (15) days after the date of Tenant's notice of its election to exercise submit the Extension Option; matter to the appraisal process, each party, at its cost, shall engage a real estate appraiser or commercial real estate broker (iitogether “appraisers”) no Default or Event of Default to act on its behalf in determining the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. The appraisers shall have occurred at least five (5) years’ commercial experience in the metropolitan area in which the Buildings are located. If a party does not appoint an appraiser within fifteen (15) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. If the two appraisers are appointed by the parties as stated in this Section 2.6, such appraisers shall meet promptly and attempt to set the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. If such appraisers are unable to agree within thirty (30) days after appointment of the second appraiser, if the lower appraisal is ninety percent (90%) or more of the higher appraisal, then fifty percent (50%) of the difference shall be continuing on the Original Maturity Date; (iii) Borrower shall have paid added to the Agent lower appraisal and that total shall be the Prevailing Market Rate. If the lower appraisal is less than ninety percent (90%) of the higher appraisal, the appraisers shall elect a third appraiser meeting the qualifications stated in this paragraph within ten (10) days after the last date the two appraisers are given to set the Prevailing Market Rate for the benefit Suite 103A Premises. The cost of the Lenders on third appraiser shall be apportioned equally between Landlord and Tenant. Within thirty (30) days after the Original Maturity Date selection of the third appraiser, the third appraiser shall render a fee separate appraisal. The rental values and terms arrived at by the three appraisers shall be averaged, and the resulting average shall be deemed the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. However, in the event that the Prevailing Market Rate arrived at in any of the appraisals is more than ten percent (an "EXTENSION FEE"10%) higher or lower than the middle appraised Prevailing Market Rate, such high or low appraisal or appraisals shall be discarded and the remaining two appraised values shall be averaged, if there are two, or the remaining one appraised value shall be used, if there is one. If either by agreement of the parties or by appraisal the Prevailing Market Rate is not finally determined by the commencement of the Extended Term, then Tenant shall make monthly payments of Base Rent at the rate equal to the product mathematical average of 0.50% the rate designated by Landlord and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent rate proposed by ▇▇▇▇▇▇’s appraiser, until such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option time as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice Prevailing Market Rate is finally determined by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf agreement of the Lenders and to the Collateral Agent on parties or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocationan appraiser. If the term monthly Prevailing Market Rate as finally determined for the Extended Term exceeds the monthly amount previously paid by Tenant for the Extended Term, Tenant shall forthwith pay the difference to Landlord for each of the Loan is extended pursuant to months Tenant paid the provisions of this SECTION ------- 2.17, then all the terms and conditions lesser amount within thirty (30) days of the Loan ---- Documents determination of the Prevailing Market Rate. If the monthly Prevailing Market Rate as finally determined for the Extended Term is less than the monthly amount previously paid by Tenant for the Extended Term, Landlord shall remain in full force and effect and unmodified, except that forthwith pay the Maturity Date difference to Tenant for each of the months Tenant paid the greater amount within thirty (30) days of the determination of the Prevailing Market Rate. 8. The following shall be the Extended Maturity Date.added as new Section 2.7:

Extension Option. (a) Borrower A. Tenant shall have the option (the "EXTENSION OPTION"), “Extension Option”) to extend the Maturity Date Term of this Lease for one additional period of five (5) years, to begin immediately upon the expiration of the Loan from the Payment Date in June, 2001 Original Term of this Lease (the "ORIGINAL MATURITY DATE"“Extended Term”), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of provided that each of the following conditions (the "EXTENSION CONDITIONS"):has been satisfied: ​ (i) Borrower As of the date of the Extension Notice (defined below) and as of the commencement of the Extended Term, Tenant shall not be in default and shall not have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date previously been in default of its election to exercise the Extension Option;obligations under this Lease beyond any applicable grace period; ​ (ii) no Default or Event of Default Tenant shall have occurred had net income for the 12-month period immediately preceding the date of the Extension Notice and be continuing on for the Original Maturity Date;12-month period immediately preceding the commencement of the Extended Term; and ​ (iii) Borrower shall have paid to Simultaneously with the Agent for the benefit delivery of the Lenders on Extension Notice and also at the Original Maturity Date a fee (an "EXTENSION FEE") equal to commencement of the product of 0.50% and the Principal Indebtedness; and (iv) Borrower Extended Term, Tenant shall have delivered to Landlord an audited statement, prepared by ▇▇▇▇▇▇’s accountant using generally accepted accounting principles, evidencing such net income during the Agent such evidence fiscal year(s) of corporate and limited liability company authorization and other documents relating Tenant ending closest to the Extension Option as date of the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice and closest to the commencement of the Extended Term, as appropriate (provided in each case neither fiscal year has ended earlier than four (4) months prior to the date of the Extension Notice/commencement of the Extended Term, as applicable), together with financial statements (which may be unaudited, but which shall be certified by Tenant’s Chief Financial Officer) demonstrating that Tenant has continued to have a net income for any periods from the date of such audited statements until the date of the Extension Notice/commencement of the Extended Term, as applicable. ​ B. All of the terms, covenants and provisions of this Lease shall apply to the Extended Term except that the Annual Fixed Rent Rate for such extension period shall be the market rate at the commencement of the Extended Term (“Market Rate”), as designated by Landlord. If Tenant shall elect to exercise this Extension Option, it shall do so by giving Landlord written notice (or telephonic notice promptly confirmed in writingthe “Extension Notice”) of its intention to the Agent on behalf of the Lenders and to the Collateral Agent on or do so not later than one (1) year prior to the fifteenth expiration of the Original Term of this Lease, time being of the essence thereof. If timely and properly Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents. The Original Term and the Extended Term are hereinafter collectively called the “Term” or the “term”. ​ C. Not later than thirty (15th30) Business Day days following the giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the Extended Term. Within fifteen (15) days after Landlord gives Tenant Landlord’s determination of the Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If ▇▇▇▇▇▇ disagrees with ▇▇▇▇▇▇▇▇’s determination, then Landlord and ▇▇▇▇▇▇ shall commence negotiations to agree upon the Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the Original Maturity Date; PROVIDEDExtended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date on which Landlord first gave Tenant Landlord’s proposal for the Market Rate, HOWEVER, that Borrower then the Market Rate shall pay be determined as provided below. ​ D. If Landlord and Tenant are unable to agree on the reasonable costs incurred Market Rate by the Agent end of said thirty (30)-day period, then within five (5) days thereafter, Landlord and Collateral Agent Tenant shall each simultaneously submit to the other in connection with a sealed envelope its good faith estimate of the giving of any Extension Notice and its revocationMarket Rate. If the term higher of such estimates is not more than one hundred five percent (105%) of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17other estimate, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below. ​ E. Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a mutually acceptable commercial real estate broker or appraiser licensed in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington, Massachusetts area, having no less than ten (10) years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the Premises. There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Extended Maturity Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent Rate for the Extended Term. The costs of the Final Arbitrator will be equally divided between Landlord and ​ ​ Tenant. Any fees of any Approved Arbitrator or counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such Approved Arbitrator or counsel. If the dispute between the parties as to a market rate has not been resolved before the commencement of the Extended Term, then Tenant shall pay Fixed Rent under the Lease based upon the market rate designated by Landlord until either the agreement of the parties as to the market rate, or the decision of the Final Arbitrator, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord, or Landlord shall refund any overpayment of Fixed Rent to Tenant. ​ F. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the Extended Term. ​ ▇. ▇▇▇▇▇▇’s rights to extend pursuant to this Section 2.3 are personal to the initial named Tenant, Desktop Metal, Inc., and may not be assigned under any circumstances except to a Permitted Transferee (as defined in Section 6.2.1). ​ H. With respect to any assignment or subletting during the Original Term of this Lease, such assignment shall not include the right granted to Tenant under this Section 2.3 hereinabove to extend the Term, and such sublease shall be for a term expiring no later than the Expiration Date.

Extension Option. (a) Borrower shall have the option (the "EXTENSION OPTION"), to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), Subject to the Payment Date in Juneterms of this Agreement, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): and provided (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred occurred, and (ii) no material adverse change in the financial condition or operation of any Loan Party or any other Collateral shall have occurred, at the Borrower's request, the Maturity Date may be continuing extended for twelve (12) months beginning on and including the originally scheduled Maturity Date (the originally scheduled Maturity Date, as extended for twelve (12) months, being herein called the “Extended Maturity Date”); provided, however, that (a) the Lender shall have received written notice at least ninety (90) days prior to the Maturity Date that the Loan Parties desire such extension and certifying that no Default or Event of Default has occurred, that no material adverse change in the financial condition of the Loan Parties or any other Collateral has occurred, and reaffirmation of the Loan Guaranty, (b) the Loan Parties shall execute and deliver to the Lender a Renewal, Extension and Modification Agreement (the “Renewal and Extension Agreement”) in form and substance satisfactory to the Loan Parties and the Lender, whereby the Loan Parties and the Lender shall agree to extend the Maturity Date for twelve (12) months (it being agreed that during such renewal period accrued and unpaid interest shall continue to be due and payable on the Original Maturity Date; Interest Payment Dates and after which time all principal and accrued interest then unpaid shall be finally due and payable), (iiic) the Borrower shall have paid to the Agent for the benefit Lender a renewal fee of not less than one half of one percent (0.50%) of the Lenders Revolving Commitment, which amount shall be deemed earned and accrued on the Original Maturity Date a fee effective date of AUS:0041907/00169:444711v12 74 such Renewal and Extension Agreement, and (an "EXTENSION FEE"d) equal all conditions to the product such renewal contained in Section 8.19 of 0.50% and the Principal Indebtedness; and (iv) Borrower this Agreement shall have delivered to been, in the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireLender’s reasonable opinion, satisfied in full. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Date.

Extension Option. (a) Borrower shall have the option (the "EXTENSION OPTION"), right to extend the Maturity Date of the Loan from the Payment Date in JuneAugust 11, 2001 2002 to August 11, 2003 (the period commencing on the first (1st) day following the original Maturity Date and ending on August 11, 2003 being referred to herein as the "ORIGINAL MATURITY DATEExtension Term"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of provided that the following conditions (the "EXTENSION CONDITIONS"):terms are complied with: (i) Borrower shall have given Lender its written notice of such extension (an "EXTENSION NOTICEExtension Notice") to the Agent and Collateral Agent not less than sixty thirty (6030) days prior to the Original original Maturity Date Date; (ii) on the date of its election to exercise the commencement of the Extension Option; Term (iithe "Extension Commencement Date"), the Interest Rate shall be increased by the Extension Option Margin as described in clause (iii) of the definition of the term "Interest Rate"; provided; however, Borrower shall prepay on the Extension Commencement Date the increased interest attributable to the Extension Option Margin that would accrue and be payable over the Extension Term based upon the Principal Indebtedness on the Extension Commencement Date and assuming that such Principal Indebtedness was applicable during the Extension Term; and (iii) no Default or Event of Default shall have occurred and be continuing on at the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit time of the Lenders on delivery of the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating Extension Notice with respect to the Extension Option as Term or on the Agent shall reasonably require. Extension Commencement Date. In the event the original Maturity Date is extended by the Extension Term in accordance with the terms hereof, thereafter, all references herein and in any of the other Loan Documents (b) Borrower may revoke except any Extension Notice by written notice (or telephonic notice promptly confirmed such references in writingthis Section 2.10) to the Agent on behalf "Maturity Date" shall be deemed to refer to August 11, 2003. 1.12. Section 2.11(a)(ii) of the Lenders Original Loan Agreement is hereby amended to delete the third and fourth sentences thereof and replace such sentences with the following: Borrower shall cause the Operators for the Leased Facilities to deposit all lease payments under the relevant Operator Leases directly into the Collection Account and shall cause all relevant checks to be made payable to the Collateral Agent name of the Collection Account. For the Facilities which are not Leased Facilities, Borrower shall cause the Manager to deposit all Rents, Moneys and other items of Gross Revenue into the Collection Account within two (2) Business Days of receipt thereof. 1.13. Section 2.11(b) of the Original Loan Agreement is hereby amended to delete the first sentence thereof and replace such sentence with the following: Prior to the occurrence of a Cash Management Event, Borrower shall pay from an account of Borrower to Lender or Lender's designee or to an account identified by Lender or Lender's designee on or prior to each Payment Date, the fifteenth Required Debt Service Payment for such Payment Date, the Basic Carrying Costs Monthly Installment for the Interest Accrual Period immediately preceding such Payment Date and the Capital Reserve Monthly Installment for the Interest Accrual Period immediately preceding such Payment Date. 1.14. The last paragraph of Section 2.11(g) of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following: If an Event of Default has occurred and is continuing or if on any Payment Date the balance in any Sub-Account is insufficient to make the required payment due from such Sub-Account, Lender may, in its sole discretion, in addition to any other rights and remedies available hereunder, withdraw funds from any other Sub-Account to pay such deficiency; provided, however, with respect to any Leased Facility or any Joint Venture Facility, for so long as the Subsidiary has not acquired an equity interest in the applicable Operator or the applicable Joint Venture, the funds in the Basic Carrying Costs Sub-Account and the Capital Expense Sub-Account allocable to a Leased Facility or any Joint Venture Facility shall not be used to pay any costs other than the Basic Carrying Costs and the Capital Expenses of the related Leased Facility or Joint Venture Facility. If Lender elects to apply funds of any such Sub-Account to pay any Base Payment, Borrower shall, upon demand, repay to Lender the amount of such withdrawn funds to replenish such Sub-Account, and if Borrower shall fail to repay such amounts within three (15th3) Business Day prior Days after notice of such withdrawal, an Event of Default shall exist hereunder. Notwithstanding anything contained herein to the Original Maturity Date; PROVIDEDcontrary, HOWEVER, that on the Closing Date Borrower shall pay deposit (i) the reasonable costs incurred by Initial Basic Carrying Costs Amount into the Agent Basic Carrying Costs Sub-Account, (ii) the Initial Capital Reserve Amount into the Capital Reserve Sub-Account and Collateral Agent in connection with (iii) the giving of any Extension Notice and its revocation. If Initial Debt Service Reserve Amount into the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateDebt Service Reserve Sub-Account.

Extension Option. (a) Borrower So long as at the time no Default shall have exist, the option (Commitment Termination Date may be extended in the "EXTENSION OPTION"), manner set forth in this ‎Section 2.15 for a period of one year from the Commitment Termination Date then in effect; provided that the Commitment Termination Date may only be so extended once per year. If the Company wishes to extend the Maturity Date request an extension of the Loan from Commitment Termination Date, the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), Company shall give written notice to that effect to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Administrative Agent not less than sixty (60) 45 days nor more than 90 days prior to each anniversary of the Original Maturity Closing Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid that occurs prior to the Commitment Termination Date then in effect, whereupon the Administrative Agent for the benefit shall promptly notify each of the Lenders of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice from the Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day period, such Lender shall be deemed to have rejected the Company’s proposal to extend such Lender’s Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit L hereto (the “Extension Agreement”) duly completed and signed by the Company, the Administrative Agent and all of the Lenders that have responded affirmatively. No extension of the Commitments pursuant to this ‎Section 2.15 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireRequired Lenders. (b) Borrower may revoke If any Extension Notice by written notice Lender rejects, or is deemed to have rejected, the Company’s proposal to extend such Lender’s Commitment, (A) subject to (B) below, this Agreement shall terminate on the Commitment Termination Date then in effect with respect to such Lender, and the Company shall pay to such Lender on such Commitment Termination Date any amounts due and payable to such Lender on such date and (B) the Company may, if it so elects, require any Lender that does not elect to extend its Commitment to assign at par its Commitment in its entirety to one or telephonic notice promptly confirmed in writingmore Eligible Assignees pursuant to ‎Section 9.01(b) which Eligible Assignees will agree to the Agent on behalf extension of the Commitment Termination Date. (c) The Administrative Agent shall promptly notify the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended effectiveness of each extension of the Commitments pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Date‎Section 2.15.

Extension Option. Provided that there has been no Event of Default which is uncured and continuing on the part of the Tenant and the Tenant is, as of the date of exercise and as of the commencement date of the Extension Term (aas such term is defined below), actually occupying sixty percent (60%) Borrower or more of the Premises for its own business purposes, the Tenant shall have the option (the "EXTENSION OPTION"), right to extend the Maturity Date Term hereof for one (1) additional period of five (5) years (the “Extension Term”). ARTICLE I. Such right to extend the Term shall be exercised by the giving of notice by Tenant to Landlord at least nine (9) months prior to the expiration of the Loan from then current Term. Upon the Payment Date giving of such notice, this Lease and the Term hereof shall be extended for an additional term of five (5)years without the necessity for the execution of any additional documents except a document evidencing the Annual Fixed Rent for the Extension Term to be ACTIVE/103568117.9 determined as set forth below. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term. (1) The Extension Term shall be upon all the terms, conditions and provisions of this Lease except the Annual Fixed Rent during such five (5) year Extension Term shall be the then Extension Fair Rental Value of the Premises for such Extension Term to be determined under this Section 2.6. (2) For purposes of the Extension Term described in Junethis Section 2.6, 2001 the “Extension Fair Rental Value” of the Premises shall mean the then current fair market annual rent for leases of other space similarly improved in the commercial markets that surround the MIT campus (the "ORIGINAL MATURITY DATE"East Cambridge/▇▇▇▇▇▇▇ Square/Cambridgeport), taking into account the condition to which such premises, have been improved (excluding Tenant Removable Property) and the economic terms and conditions specified in this Lease that will be applicable thereto, including the savings, if any, due to the Payment Date in Juneabsence or reduction of brokerage commissions. The Landlord and Tenant shall endeavor to agree upon the Extension Fair Rental Value of the Premises within thirty (30) days after the Tenant has exercised the option for the Extension Term. If the Extension Fair Rental Value of the Premises is not agreed upon by the Landlord and the Tenant within this time frame, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions Landlord and the Tenant shall retain a real estate professional with at least ten (10) years continuous experience in the "EXTENSION CONDITIONS"): business of appraising or marketing (iincluding brokering) Borrower shall have given written notice similar commercial real estate in the Cambridge, Massachusetts area who shall, within thirty (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (6030) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default his or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date her selection, prepare a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating written report summarizing his or her conclusion as to the Extension Option as Fair Rental Value. The Landlord and the Agent Tenant shall reasonably require. simultaneously exchange such reports; provided, however, if either party has not obtained such a report within fortyfive (b45) Borrower may revoke any days after the last day of the thirty (30) day period referred to above in this Section 2.6, then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, then the average of these determinations shall be deemed to be the Extension Notice Fair Rental Value for the Premises. If these determinations differ by written notice more than ten percent (or telephonic notice promptly confirmed in writing10%), then the Landlord and the Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the Agent on behalf of the Lenders and dispute as to the Collateral Agent on or prior to Extension Fair Rental Value for the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocationPremises. If the term Landlord and the Tenant cannot agree upon the designation of the Loan is extended pursuant Final Professional within ten (10) days of the exchange of the first valuation reports, either party may apply to the provisions American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of this SECTION ------- 2.17, then all the terms and conditions a Final Professional. Within ten (10) days of the Loan ---- Documents selection of the Final Professional, the Landlord and the Tenant shall remain in full force each submit to the Final Professional a copy of their respective real estate professional’s determination of the Extension Fair Rental Value for the Premises. The Final Professional shall then, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Extension Fair Rental Value (the “Final Professional’s Valuation”). The Final Professional shall give notice of the Final Professional’s Valuation to the Landlord and effect the Tenant and unmodified, except that the Maturity Date such decision shall be final and binding upon the Extended Maturity Date.Landlord and the ACTIVE/103568117.9

Extension Option. (a) Commencing on the first anniversary of the Closing Date and no more frequently than once in each annual period thereafter, the Borrower shall have the option (right to request one-year extensions of the "EXTENSION OPTION"), to extend the Final Maturity Date (each, a “Voluntary Extension Option”). The Borrower may request a Voluntary Extension Option by delivery of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), written notice to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Administrative Agent not less than sixty thirty (6030) days prior to the Original Maturity first anniversary of the Closing Date (or such shorter period as the Administrative Agent may otherwise agree) and each anniversary of its election to exercise the Extension Option; Closing Date thereafter, so long as the following conditions are satisfied as of the effective date of such extension: (i) no Event of Default has occurred and is continuing; (ii) no Default or Event the representations and warranties of Default the Borrower set forth in this Agreement and in the other Loan Documents shall have occurred be true and be continuing correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the Original Maturity Date; date of such extension and (iii) the Borrower shall have paid an extension fee equal to twenty-five hundredths of one percent (0.25%) of the aggregate outstanding amount of the Loans and Commitments (to the Administrative Agent for the ratable benefit of the Lenders applicable Lenders). The Administrative Agent shall promptly notify each Lender of such request and the decision whether to grant the applicable Voluntary Extension Option shall be made by each Lender in its sole discretion. Each Lender shall use commercially reasonable efforts to respond to the Borrower’s request for a Voluntary Extension Option within ten (10) Business Days following receipt of notice of such request. In no event shall any Lender be required to grant a Voluntary Extension Option. Any Loans and Commitments not extended pursuant to this clause (a) shall mature on the Original Final Maturity Date a fee then applicable thereto (an "EXTENSION FEE") equal subject to the product right of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the exercise its Committed Extension Option with respect thereto pursuant to clause (b) of this Section 2.22), and any payment or commitment reduction made to such Lenders hereunder as a result of the Agent occurrence of such Final Maturity Date shall reasonably requirenot be deemed to violate the pro rata payment provisions set forth in Section 2.17. (b) In addition to the right of the Borrower may revoke any to request Voluntary Extension Notice Options pursuant to clause (a) of this Section 2.22, after the Closing Date, the Borrower shall have one (1) option (which shall be binding on the Lenders), exercisable by written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent on behalf of the Lenders and to the Collateral Agent on or given not less than thirty (30) days prior to the fifteenth then Final Maturity Date (15thor such shorter period as the Administrative Agent may otherwise agree) Business Day prior with respect to any Lender’s Loans and Commitments, to extend the Final Maturity Date with respect to such ▇▇▇▇▇▇’s Loans and Commitments for a period of one (1) year (the “Committed Extension Option”). Upon delivery of such notice and payment of an extension fee equal to twenty-five hundredths of one 104 Revolving Credit Agreement percent (0.25%) of the aggregate outstanding amount of the Loans and Commitments (to the Original Administrative Agent for the ratable benefit of the applicable Lenders), the Final Maturity Date; PROVIDEDDate with respect to such Loans and Commitments shall be extended for one (1) year. The Administrative Agent shall promptly notify each Lender of the Borrower’s exercise of the Committed Extension Option. The decision to exercise the Committed Extension Option shall be made by the Borrower in its sole discretion. (c) For the avoidance of doubt, HOWEVERany Voluntary Extension Options shall be in addition to the Committed Extension Option and, at the election of the Borrower, any time period subject to a Voluntary Extension Option with respect to any Lender’s Loans and Commitments may precede in time the Committed Extension Option with respect thereto. (d) As a condition to the exercise of any Voluntary Extension Option, the Administrative Agent shall have received a written certification of an officer of the Borrower, certifying that at the time and immediately after giving effect to such extension, each of the applicable conditions set forth in this Section 2.22 have been satisfied with respect thereto. (e) For the avoidance of doubt, other than the Final Maturity Date applicable thereto, the terms of any such Loans or Commitments extended pursuant to this Section 2.22 shall be identical to the existing Loans and Commitments hereunder. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Borrower shall pay as may be necessary in order to establish new tranches in respect of any such Loans and Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable costs incurred by opinion of the Administrative Agent and Collateral Agent Borrower in connection with the giving establishment of such new tranches, in each case on terms consistent with this Section 2.22. For the avoidance of doubt, this Section 2.22 shall supersede any Extension Notice and its revocation. If the term of the Loan is extended pursuant provisions in Section 2.17 or Section 9.02 to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Datecontrary.

Extension Option. (a) Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the "EXTENSION OPTION"“Extension Option”), by irrevocable written notice (the “Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date of the Loan from the Payment Date in Juneto September 9, 2001 2008 (the "ORIGINAL MATURITY DATE"“Extended Maturity Date”), . Mezzanine Borrower’s right to so extend the Maturity Date shall be subject to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days precedent prior to the Original Maturity Date of its election to exercise the Extension Option;extension hereunder: (ii) no i. No Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the Extension Notice, and (B) on the Original Initial Maturity Date, the Extended Maturity Date; (iii) ii. Mezzanine Borrower shall have paid obtain and deliver to the Agent for the benefit of the Lenders on the Original Maturity Date a fee Mezzanine Lender not later than one (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th1) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving first day of any Extension Notice and its revocation. If the term of the Loan is as extended pursuant one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the provisions of this SECTION ------- 2.17, Maximum Pay Rate and shall be effective for the period commencing on the day immediately following the then all applicable Maturity Date (prior to giving effect to the terms applicable Extension Option) and conditions ending on the last day of the Loan ---- Documents shall remain Interest Period in full force and effect and unmodified, except that which the applicable extended Maturity Date occurs; iii. Mezzanine Borrower, shall be deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extended Maturity DateExtension Interest Rate Agreement and the related Acknowledgment; iv. Mezzanine Borrower, shall pay to Mezzanine Lender an extension fee in the amount of 0.50% of the Principal Amount; and v. Mezzanine Borrower, shall deliver to Mezzanine Lender an “Eagle 9” title policy and comply with all obligations in respect of same, as provided under Section 5.1.23 of the Mezzanine Loan Agreement.

Extension Option. (a) Borrower Tenant shall have the option to extend the Term of this Lease for two successive periods of five (5) years each (such periods being herein referred to as the "EXTENSION OPTIONFirst Extension Period" and the "Second Extension Period"), to extend the Maturity Date on all of the Loan from the Payment Date terms and conditions contained in Junethis Lease, 2001 (the "ORIGINAL MATURITY DATE"), except that Landlord shall not be obligated to undertake any additional Leasehold Improvements to the Payment Date Premises, the Base Rent and the Expense Stop for each extension period shall be calculated as set forth in Junethis Section 2.3, 2002 and there shall be no additional extension options beyond the Second Extension Period, the parties agreeing that the maximum Term of this Lease, including extensions, shall be sixteen and one-half (16 1/2) years. Tenant shall exercise each extension option by giving Landlord notice of its election to do so, on or before the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions date that is two hundred seventy (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60270) days prior to the Original Maturity Date expiration of the initial Term (or the First Extension Period, as the case may be); provided, however, that if Tenant fails to give timely notice to Landlord of Tenant's exercise of either extension option, Tenant shall be deemed to have waived its extension option rights under this Section 2.3. The word "Term" as used in this Lease shall include the initial Term, the First Extension Period and the Second Extension Period where the context so requires. (b) The Base Rent during each extension period shall be equal to ninety-five percent (95%) of the market rental value of the Premises, taking into account the applicable Expense Stop and the other terms of this Lease, the "as is" condition of the Premises, and (if applicable) the absence of a tenant improvement allowance and brokerage commission for the extension period, but, with respect to the First Extension Period, in no event lower than the Base Rent for the last year of the original term hereof as set forth in Section 1.1, and with respect to the Second Extension Period, in no event lower than the Base Rent during the First Extension Period (the "Extension Rent"). The Expense Stop during each extension period shall be an amount equal to Tenant's Percentage of the actual Operating Expenses incurred in the last full Fiscal Year prior to Tenant's notice of its election to extend the initial Term (or the First Extension Period, as applicable). Landlord shall give Tenant notice of the amount of the Extension Rent promptly after Tenant notifies Landlord of its election to exercise either extension option. If ▇▇▇▇▇▇ agrees with ▇▇▇▇▇▇▇▇'s determination of the Extension Rent, Tenant shall notify Landlord of such agreement within twenty (20) days after ▇▇▇▇▇▇ receives Landlord's notice of the amount of the Extension Rent. If Tenant disagrees with Landlord's determination of the Extension Rent, Tenant may, by notice given to Landlord within twenty (20) days after Tenant receives Landlord's notice of the amount of the Extension Rent, (i) revoke Tenant's election to exercise the Extension Option whereupon the Extension Option and all of Tenant's rights related thereto set forth in this Section 2.3 shall terminate or (ii) elect to have the fair market rental value for the Premises determined by the appraisal process (the "Appraisal Process") set forth in subsection 2.3(c) below, which fair market rental value determination shall be binding on both Landlord and Tenant. If Tenant does not notify Landlord within such twenty (20) day period of (x) Tenant's agreement to the Extension Rent, (y) Tenant's revocation of its exercise of the Extension Option;, or (z) Tenant's election to have the fair market rental value determined by the Appraisal Process, the Extension Option and all of Tenant's rights related thereto set forth in this Section 2.3 shall terminate. (c) Within ten (10) days after Landlord receives Tenant's election to use the Appraisal Process, if Tenant shall elect to have the fair market rental value for the Premises determined by the Appraisal Process, Landlord and Tenant shall adopt the following procedures: (i) Landlord and Tenant will each promptly choose one disinterested real estate appraisal firm of recognized competence in the greater Boston area to perform an appraisal. Each appraisal will determine the fair market rental of the Premises, taking into account the quality, size, configuration, Building amenities, available parking, the location of the Building and the Premises (including, without limitation, the Building's proximity and access to Route 128), and the then current market rental rates for comparable office space in the central Route 128 area. The two appraisers shall within ten (10) days after the date of the later appointment appoint a third appraiser satisfying the above qualifications. If the two appraisers cannot agree on a third appraiser, they shall immediately apply to the President of the Greater Boston Real Estate Board to select a third appraiser satisfying the above qualifications. The third appraiser, however selected, shall not have acted previously in any capacity for either Landlord or Tenant. If either Landlord or Tenant fails to appoint an appraiser within the allotted time, the single appraiser who has been appointed shall determine the fair market rental value for the Premises for the applicable Extension Period. Each party shall bear the costs of its own appraiser and one-half of the cost of the third appraiser. (ii) Within thirty (30) days after the selection of the third appraiser, each of the appraisers shall submit its determination of the fair market rental value for the Premises for the applicable Extension Period to Landlord. None of the determinations shall be opened until all have been submitted. The appraisal furthest from the middle appraisal shall be excluded and the remaining two appraisals shall be added together and their total divided by two; provided, however, that if no Default appraisal is more than ten percent (10%) more or Event less than the middle appraisal, then all three appraisals shall be added together and their total divided by three. The resulting quotient shall be the fair market rental value for the Premises which is used to determine the Extension Rent for the applicable Extension Period. (d) Notwithstanding any contrary provision of Default this Section 2.3 or any other provision of this Lease, Tenant's rights to extend this Lease under this Section 2.3 shall have occurred be void and be continuing of no effect unless on the Original Maturity Date; date Tenant notifies Landlord that it is exercising either extension option and on the date of commencement of the applicable Extension Period (i) this Lease is in full force and effect, (ii) Tenant is not in default of any of its obligations under this Lease beyond any applicable cure periods, (iii) Borrower shall have paid to the Agent for the benefit Tenant has neither assigned this Lease nor sublet fifty percent (50%) or more of the Lenders on the Original Maturity Date a fee Premises (an "EXTENSION FEE") equal to the product of 0.50% except for Permitted Transfers), and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. Tenant is occupying at least fifty percent (b50%) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity DatePremises; PROVIDEDprovided, HOWEVERhowever, that Borrower shall pay Landlord reserves the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant right to waive the provisions of this SECTION ------- 2.17, then all subsection 2.3(c). The conditions described in the terms and conditions of preceding subparagraphs (i) through (iv) are hereinafter referred to collectively as the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Date"Exercise Conditions".

Extension Option. (a) Borrower Tenant shall have the option to extend this Lease (the "EXTENSION OPTIONExtension Option"), to extend the Maturity Date ) for one additional term of the Loan from the Payment Date in June, 2001 five (5) years (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATEExtension Period"), upon satisfaction of each of the following terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the "EXTENSION CONDITIONSOption Rent"):) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election If Tenant wishes to exercise the Extension Option;, Tenant must, on or before March 31, 2023 of the initial Lease Term (but not before January 1, 2023 of the initial Lease Term), exercise the Extension Option by delivering written notice (the "Exercise Notice") to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) no Default If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant's exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice or at the commencement of the Extension Period, or (ii) Tenant shall have occurred and be continuing on reduced the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit size of the Lenders on Premises below the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf size of the Lenders and to the Collateral Agent on initial Premises by agreement with Landlord or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of an express right in this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateLease.

Extension Option. (a) Upon the satisfaction of the terms and conditions set forth in this Section 2.8.1, Borrower shall have the option (the "EXTENSION OPTION"), “Extension Option”) to extend the Maturity Date term of the Loan from beyond the Payment Stated Maturity Date in Junefor two (2) terms of six (6) months each (each an “Extension Period”) to October 31, 2001 2022 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"“Extended Maturity Date”): (ia) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or No Event of Default shall have occurred and be continuing on the Original Maturity Datecontinuing; (iiib) Lender shall have received from Borrower all sums then due and payable under the Loan Documents, including all payments of (or reimbursement of Lender for) any reasonable out of pocket miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Loan); (c) Borrower shall have paid notify Lender, in writing, of its irrevocable election to extend the Maturity Date as aforesaid at lease thirty (30) but not more than ninety (90) days prior to the Agent for Stated Maturity Date, which notice shall be accompanied by a payment to the benefit Lender of extension points in an amount of one percent (1%) of the Lenders then outstanding and unpaid principal amount under this Agreement (which shall be nonrefundable and deemed earned upon receipt by Lender); (d) Upon election of an Extension Option, the Interest Rate shall increase by two percent (2%) effective on the Original Stated Maturity Date from the term of each Extension Option; (e) Lender shall, in its sole and absolute discretion, be satisfied with the operation and performance of the Property for which this Agreement and related documents are based upon; (f) The Reserve Funds, as specified in Article VII, shall contain the amount required under this Agreement as of the date of commencement of the Extension Period, and Borrower shall deposit such additional amount into any of the Reserve Fund Accounts, or such additional reserve accounts, as Lender may require; (g) Guarantors shall execute and deliver a fee reaffirmation, in form and substance satisfactory to Lender, of Guarantors’ respective obligations under each of the Loan Documents executed and delivered by them; (h) Borrower shall deliver to Lender an "EXTENSION FEE") equal Officer’s Certificate stating that all representations and warranties of Borrower set forth in Article IV remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the product terms of 0.50% the Loan Documents (in which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the Principal Indebtednessapplicable representation(s) and warranty(ies)) or setting forth any exceptions to such representations and warranties, which exceptions shall be satisfactory to Lender; (i) Borrower shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require, including, without limitation, a certification of the continued accuracy in all material respects of the representations and warranties set forth in Article III as of the commencement of the Extension Period; and (ivj) Borrower shall have delivered to the Agent such evidence of corporate must pay Lender’s legal fees and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDEDexpenses, HOWEVERif any, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateextension(s).

Extension Option. (a) Borrower shall have the option (the "EXTENSION OPTION")The Parent may, to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written by giving notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent in writing (the “Extension Request”) not less earlier than sixty (60) days prior and not later than thirty (30) days before the first anniversary of the Acquisition Completion Date, request an extension of the Initial Termination Date (the “Extension Option”) for a further period of 364 days (the “Extended Termination Date”) in respect of Facility A and (to the Original Maturity Date extent also requested) Facility B. For the avoidance of doubt, a Lender may only extend its election to exercise entire Facility A Commitment and (if applicable) its entire Facility B Commitment existing at the date of the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireRequest. (b) Borrower may revoke any The Agent must forward a copy of the Extension Notice by written notice (or telephonic notice promptly confirmed in writing) Request to the Agent on behalf each of the Lenders and then participating in each applicable Facility as soon as reasonably practicable after receipt thereof. (c) Each applicable Lender shall notify the Agent of its decision (which shall be in its sole discretion) whether or not to agree to the Collateral Extension Request not later than ten (10) days before the first anniversary of the Acquisition Completion Date (and, if any applicable Lender has not notified the Agent of its acceptance of the Extension Request on or prior before such date, it shall be deemed to have refused the Extension Request) and the Agent shall notify the Parent whether or not each applicable Lender has agreed to the fifteenth Extension Request as soon as reasonably practicable. (15thd) Business Day prior The Commitment of each Lender then participating in each applicable Facility that expressly agrees to an extension of the Initial Termination Date to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay Extended Termination Date as requested in the reasonable costs incurred Extension Request (each an “Accepting Lender”) will automatically be extended without the need for any further action by the Agent or those Lenders to the Extended Termination Date. (e) The Parent shall pay to the Agent, for the account of each Accepting Lender, an extension fee in an amount to be agreed between the Accepting Lenders and Collateral Agent in connection with the giving of any Extension Notice Parent on the Initial Termination Date or such other date agreed between the Accepting Lenders and its revocation. the Parent. (f) If the term a Lender: (i) does not agree to an extension of the Loan is extended Initial Termination Date pursuant to the provisions of this SECTION ------- 2.17, then all Extension Option; or (ii) does not respond to the terms and conditions Extension Request on or before the date falling five days before the first anniversary of the Loan ---- Acquisition Completion Date (in each case, a “Non-Accepting Lender”), the Borrower shall ensure that: (A) all amounts (if any) in respect of such Non-Accepting Lender's Commitment under each Facility which are outstanding under the Finance Documents shall remain on the Initial Termination Date applicable to it are paid or repaid in full force on such Initial Termination Date, together with accrued interest and effect and unmodified, except that the Maturity Date all other amounts outstanding in relation to such participation. and (B) its Commitment under each Facility shall be reduced to zero and cancelled on the Extended Maturity Initial Termination Date. (g) If there are any Accepting Lenders, the Parent and the Agent (acting on the instructions of the Accepting Lenders) shall agree a repayment profile for amounts outstanding under Facility A following the Initial Termination Date prior to any extension of Facility A Commitments under this Clause 2.2. (h) For the avoidance of doubt, unless it is held by an Original Lender at that time, Tranche A2 may be extended on the same basis as Tranche A1 under this Clause 2.2.

Extension Option. Subject to the rights of KPMG LLP that exist as of the date of this Lease and provided no Default of Tenant has occurred hereunder and the original named Tenant is occupying the entirety of the Premises then demised hereunder both on the date such notice is given and on the commencement date of the Extension Term, Tenant may elect to extend the Lease Term for one (1) five-year period (the “Extension Term”), by giving Landlord notice of such election (the “Extension Notice”) not less than twelve (12) months before the expiration of the Lease Term. Such extension shall be upon all of the same terms, covenants, and conditions contained in this Lease, except that (a) Borrower Tenant shall have no further right to extend the Lease Term, (b) the Base Rent for the Extension Term shall be at a rate equal to the fair market rent for the Premises as of the commencement date of the Extension Term, and (c) Landlord shall have no obligation to make or pay for any improvements to the Premises or to pay any allowances or inducements of any kind. Fair market rent for the Premises shall be computed as of the commencement of the Extension Term and shall be at the then current annual rental charges, including provisions for subsequent increases and other adjustments, for extensions of existing leases then currently being negotiated or executed in comparable space and buildings located in downtown Boston. In determining fair market rent, the following factors, among others, shall be taken into account and given effect: size of the premises, condition of the premises, location and age of the Building, escalation charges, location of the premises, location and age of the Building, tenant improvements, concessions or inducements such as tenant improvement allowances, and lease term. If Landlord and Tenant are unable to agree on the amount of such fair market rent by the date that is the later of thirty (30) days after the date of delivery of the Extension Notice or eleven (11) months before the expiration of the Lease Term, then the fair market rent shall be established by appraisal in the following manner. Within ten (10) days after the later of the two dates described in the preceding sentence, Landlord and Tenant shall each appoint one (1) qualified appraiser (as hereinafter defined) and the two (2) appraisers so appointed shall determine the fair market rent within seventy-five (75) days of the date of delivery of the Extension Notice. As used herein, the term “qualified appraiser” shall mean any independent unaffiliated person (a) who is employed by an appraisal firm of recognized competence in the greater Boston area and (b) who has not less than ten (10) years experience in appraising and valuing properties of the general location, type and character as the Premises. If either Landlord or Tenant fails to appoint an appraiser within such ten (10) day period, then the other party shall have the option (power to appoint the "EXTENSION OPTION"), to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent appraiser for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocationdefaulting party. If the term appraisers are unable to agree on the fair market rent within such seventy-five (75) day period, then they jointly shall appoint a third qualified appraiser within ten (10) days of the Loan is extended pursuant expiration of such seventy-five (75) day period, and within thirty (30) days thereafter all three appraisers shall meet and determine the fair market rent. If all three appraisers are unable unanimously to agree upon the fair market rent, then the first two appraisers simultaneously shall deliver their final fair market rent numbers to the provisions third appraiser, and the third appraiser shall select one or the other number as the fair market rent numbers to the third appraiser, and the fair market rent so determined shall be conclusive and binding upon the Landlord and Tenant. Each party shall bear the cost of this SECTION ------- 2.17its appraiser, then all and the terms and conditions cost of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date third appraiser shall be borne equally between the Extended Maturity Dateparties. Until such time as the fair market rent is so determined, from and after the commencement date of the Extension Term, Tenant shall pay Base Rent at Landlord’s appraiser’s initial designation of fair market rent, with an appropriate adjustment once the fair market rent has been determined.

Extension Option. (a) Subject to the provisions of this Section 5, Borrower shall have the option (the "EXTENSION OPTION"“First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date of the Loan from the Payment Date in Juneto September 9, 2001 2009 (the "ORIGINAL MATURITY DATE"“First Extended Maturity Date”), to . In the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) event Borrower shall have given exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (an "EXTENSION NOTICE"the “Second Extension Notice”) delivered to the Agent and Collateral Agent not less Lender no later than sixty thirty (6030) days prior to the Original First Extended Maturity Date, to extend the First Extended Maturity Date of its election to exercise September 9, 2010 (the “Second Extended Maturity Date”). In the event Borrower shall have exercised the Second Extension Option;, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to September 9, 2011 (the “Third Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: (ii) no i. No Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Original Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; (iii) ii. Borrower shall have paid obtain and deliver to the Agent for the benefit of the Lenders on the Original Maturity Date a fee Lender not later than one (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th1) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving first day of any Extension Notice and its revocation. If the term of the Loan is as extended pursuant one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the provisions of this SECTION ------- 2.17, Maximum Pay Rate and shall be effective for the period commencing on the day immediately following the then all applicable Maturity Date (prior to giving effect to the terms applicable Extension Option) and conditions ending on the last day of the Loan ---- Documents shall remain Interest Period in full force and effect and unmodified, except that which the applicable extended Maturity Date occurs; and iii. Borrower shall be deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extended Maturity DateExtension Interest Rate Agreement and the related Acknowledgment.

Extension Option. (a) Subject to the conditions set forth in this Section 2, Borrower shall have three (3) options to extend the then Maturity Date. The first option shall extend the Maturity Date from the Initial Maturity Date (as hereinafter defined) to the First Extended Maturity Date (as hereinafter defined) (the "EXTENSION OPTION"“First Extension Term”). The second option shall extend the Maturity Date from the First Extended Maturity Date to the Second Extended Maturity Date (as hereinafter defined) (the “Second Extension Term”). The third option shall extend the Maturity Date from the Second Extended Maturity Date to the Third Extended Maturity Date (as hereinafter defined) (the “Third Extension Term”) (each of said extension terms, an “Extension Term”). Each such Extension Term shall be granted subject to the following terms and conditions: (b) Borrower’s option to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), for each Extension Term shall be subject to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (being satisfied by Borrower at its sole expense to the "EXTENSION CONDITIONS"):satisfaction of Administrative Agent, unless otherwise agreed by Administrative Agent and the Required Lenders in writing: (i) Borrower In case of the Second Extension Term, the Maturity Date shall have given written notice (an "EXTENSION NOTICE") been extended from the Initial Maturity Date to the Agent First Extended Maturity Date, and Collateral Agent not less than sixty (60) days prior in the 61400371 case of the Third Extension Term, the Maturity Date shall have been extended from the First Extended Maturity Date to the Original Second Extended Maturity Date of its election to exercise the Extension Option;Date. (ii) At the time of the request there shall be no Event of Default, and at the time of the extension, there shall not exist any Default or Event of Default, and Borrower shall deliver to Administrative Agent, at the time of the request a written certificate stating that no Event of Default exists and at the date of extension, a written certificate stating that no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date;exists. (iii) Not later than the then-Maturity Date, Borrower shall have paid pay to the Administrative Agent for the benefit of the Lenders on the Original Maturity Date a an extension fee (in an "EXTENSION FEE") amount equal to the product of 0.50% (y) the outstanding principal amount of the Loan as of the then-Maturity Date and the Principal Indebtedness; and(z) one-fifteenth of one percent (0.15%). (iv) Borrower shall have delivered to Whether or not the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDEDextension becomes effective, HOWEVER, that Borrower shall pay the reasonable all out-of-pocket costs and expenses incurred by the Agent and Collateral Administrative Agent in connection with the giving proposed extension (pre- and post-closing), including reasonable attorneys’ fees actually incurred by Administrative Agent; all such costs and expenses incurred up to the time of Administrative Agent’s written agreement to the extension shall be due and payable prior to the then-Maturity Date (or if the proposed extension does not become effective, then upon demand by Administrative Agent), and any future failure to pay such amounts shall constitute a default under the Loan Documents. (v) As of any Extension Notice Determination Date occurring less than thirty (30) days prior to such extension, Borrower shall satisfy a Debt Service Coverage Ratio of at least 1.50 to 1.00. In the event this Debt Service Coverage Ratio is not met, Borrower may satisfy this Debt Service Coverage Ratio prior to the extension date by making a voluntary paydown of the Loan, and its revocation. If the term committed amount of the Loan is extended pursuant shall be reduced by the amount of such principal payment. For purposes of any Maturity Date extension, “Determination Date” shall mean a date as of which Administrative Agent makes a determination regarding Borrower’s satisfaction or failure to satisfy the provisions Debt Service Coverage Ratio requirement as described herein and the definition of this SECTION ------- 2.17, then all the terms and conditions of Debt Service Coverage Ratio set forth in the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date Agreement shall be the Extended Maturity adjusted by incorporating said definition of Determination Date.

Extension Option. (a) Borrower shall have the option __________ (the "EXTENSION OPTION"), __) option[s] to extend the Maturity Date Date, [each] for a period of the Loan from the Payment Date in June, 2001 ___________ (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE")____) additional months, upon satisfaction the express condition for the exercise of [each] such extension option that each and all of the following conditions (precedent shall have been fulfilled or complied with to the "EXTENSION CONDITIONS"):complete satisfaction of Administrative Agent in its sole and absolute discretion: (i) Borrower shall have given Administrative Agent written notice of its intention to extend the Loan, which notice shall be given no earlier than [one hundred twenty (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) 120)] days prior to the Original then stated Maturity Date of its election the Loan, and no later than [sixty (60)] days prior to exercise the Extension Option;then stated Maturity Date of the Loan. (ii) Borrower shall have paid to Administrative Agent, at the time the notice required by subsection (a) above is given, an extension fee equal to _____ of the then outstanding balance of the Loan. (iii) The Title Insurance Policy, including all endorsements thereto, shall be endorsed to bring the date of the policy forward to the effective date of the applicable extension option, with no additional title change or exception except for Permitted Encumbrances or other matters approved in writing by Administrative Agent, and with such other endorsements required by Administrative Agent. (iv) Except for changes disclosed to Administrative Agent in writing and approved in writing by Administrative Agent in its sole discretion, the representations and warranties made in ARTICLE IV (Representations and Warranties) shall be true and correct in all material respects on and as of the date of Borrower’s notice to Administrative Agent pursuant to clause (a) above and on and as of the effective date of the extension, with the same effect as if made on such dates. (v) No Default or Event of Default shall have occurred and be continuing on the Original Maturity Date;continuing. (iiivi) [At the time the notice required by Section 2.4(h)(i) above is given, the Borrower shall have furnished Administrative Agent with a Compliance Certificate, containing calculations in reasonable detail evidencing that the [Debt Service Coverage Ratio][Debt Yield] as of the date of such notice is not less than __________________]. (vii) Guarantor shall have affirmed its obligations under the Guaranty Agreement. (viii) There shall have been no Material Adverse Effect. (ix) Borrower shall have paid executed such supplemental documentation as Administrative Agent may reasonably require in order to the Agent for the benefit evidence extension of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to preserve the Collateral security of Administrative Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17Loan Documents and shall have paid all costs and expenses incurred in connection therewith, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateincluding Administrative Agent’s attorneys’ fees.

Extension Option. So long as this Lease is still in full force and effect and, unless Landlord shall waive the Conditions (awhich it may do at any time in its discretion), the Conditions are met as of the date of the Election Notice (as such terms are hereinafter defined) Borrower Tenant shall have the option (the "EXTENSION OPTION"), right to extend the Maturity Date term of this Lease for one (1) additional period (the “Extended Term”) of seven (7) years commencing on the day succeeding the expiration of the Loan from Original Term and ending on the Payment Date in Juneday immediately preceding the seventh anniversary of the commencement of the Extended Term. All of the terms, 2001 (the "ORIGINAL MATURITY DATE"), covenants and provisions of this Lease applicable immediately prior to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each expiration of the following conditions (Original Term shall apply to the "EXTENSION CONDITIONS"): Extended Term except that (i) Borrower the Fixed Rent for the Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided; and (ii) Tenant shall have given written no further right to extend the term of this Lease beyond the Extended Term hereinabove provided. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice (an "EXTENSION NOTICE"“Election Notice”) to the Agent and Collateral Agent of its election not less later than sixty one (601) days year, nor sooner than fifteen (15) months, prior to the expiration of the Original Maturity Date Term. If Tenant fails to give such Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord, the term of its election to exercise this Lease shall automatically terminate no later than the Extension Option; (ii) no Default or Event end of Default the Original Term, and Tenant shall have occurred and be continuing on no further option to extend the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit term of this Lease, it being agreed that time is of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal essence with respect to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocationsuch Election Notice. If Tenant shall extend the term of the Loan is extended hereof pursuant to the provisions of this SECTION ------- 2.17Section 2.3, then all the terms and conditions such extension shall (subject to satisfaction of the Loan ---- Documents shall remain in full force and effect and unmodifiedConditions, except that unless waived by Landlord) be automatically effected without the Maturity Date shall be execution of any additional documents, but each party shall, at the other party’s request, execute an agreement confirming the Fixed Rent for the Extended Maturity DateTerm. The “Conditions” are that there shall exist no Default of Tenant at the time Tenant gives the Election Notice.

Extension Option. (aA) Borrower Provided that Tenant satisfies all of the Extension Option Conditions, as hereinafter defined (any of which Extension Option Conditions Landlord may waive by written notice to Tenant), Tenant shall have the option (the "EXTENSION OPTION"), right to extend the Maturity Date Lease Term for up to two (2) periods of five (5) years each upon all the Loan from the Payment Date in Junesame terms, 2001 (the "ORIGINAL MATURITY DATE")conditions, to the Payment Date in Junecovenants and agreements herein contained, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): except (i) Borrower the Annual Fixed Rent shall have given written notice (an "EXTENSION NOTICE") to be adjusted during the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; option period as hereinbelow set forth, (ii) there shall be no Default further option to extend the Term of this Lease after the second (2nd) Extended Term, and (iii) Tenant shall not receive any free rent or abatement with respect to the Premises for the Extended Term. Each option period is sometimes herein referred to as the “Extended Term.” Notwithstanding any implication to the contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option. Tenant shall be deemed to have satisfied the “Extension Option Conditions” if: (1) at the time of exercise of the herein described option to extend, there exists no continuing monetary or material non-monetary Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan this Lease is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect effect, (2) as of the commencement of the Extended Term, there exists no continuing Event of Default pursuant to subsections (f) through (k) of Section 15.1, and unmodifiedthis Lease is then in full force and effect, and (3) at the time of exercise of the herein described option to extend, Tenant is not then subletting more than fifty percent (50%) of the Rentable Floor Area of the then-current Premises, except for a Permitted Transfer permitted in accordance with Section 12.2 hereof (“Extension Option Occupancy Test”); Landlord hereby agreeing, however, that if Tenant fails to satisfy the Maturity Date shall Extension Option Occupancy Test as of the time of option exercise, Tenant will be deemed to have satisfied the Extension Option Occupancy Test if the Extension Option Occupancy Test is satisfied in all respects as of the commencement of the Extended Maturity DateTerm.

Extension Option. (a) Borrower Provided that as of the date of the notice specified below, Tenant is not in default and has not previously been in default of its obligations under this Lease beyond any applicable grace period more than once, Tenant shall have the option right to extend the term of this Lease for one additional period of five (5) years, to begin immediately upon the expiration of the original term of this Lease (the "EXTENSION OPTIONextended term"), to extend the Maturity Date . All of the Loan from terms, covenants and provisions of this Lease shall apply to such extended terms except that the Payment Date Annual Fixed Rent Rate for such extension period shall be the fair market rate at the commencement of such extended term, as designated by Landlord for comparable buildings in Junethe greater Burlington area. If Tenant shall elect to exercise the aforesaid option, 2001 it shall do so by giving Landlord notice in writing of its intention to do so not later than one (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i1) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days year prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit expiration of the Lenders on original term of this Lease. If Tenant gives such notice, the Original Maturity Date a fee (an "EXTENSION FEE") equal to extension of this Lease shall be automatically effected without the product execution of 0.50% any additional documents. The original term and the Principal Indebtedness; and (iv) Borrower shall have delivered to extended term are hereinafter collectively called the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation"term". If the term Tenant disagrees with Landlord's designation of the Loan is extended pursuant market rate, and the parties cannot agree upon the market rate, then the market rate shall be submitted to arbitration as follows: market rate shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by ▇▇▇▇▇▇, and a third to be selected, if necessary, as below provided. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designations, they shall so notify the then President of the Boston Bar Association and request him to select an impartial third arbitrator, who shall be another office building owner, a real estate counselor or a broker dealing with like types of properties, to determine market rate as herein defined. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall share equally the expense of the third arbitrator (if any). If the dispute between the parties as to a market rate has not been resolved before the commencement of Tenant's obligation to pay Fixed Rent based upon such market rate, then Tenant shall pay Fixed Rent under the Lease based upon the market rate designated by Landlord until either the agreement of the parties as to the provisions of this SECTION ------- 2.17market rate, then all or the terms and conditions decision of the Loan ---- Documents arbitrators, as the case may be, at which time Tenant shall remain pay any underpayment of Fixed Rent to Landlord, or Landlord shall refund any overpayment of Fixed Rent to Tenant. In any event, the Annual Fixed Rent Rate for the extended term shall not be less than the Annual Fixed Rent Rate in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateimmediately prior to such extended term.

Extension Option. Provided that there has been no Event of Default which is uncured and continuing on the part of the Tenant, and that Tenant is, as of the date of exercise of its rights under this Section 2.6, in occupancy of at least seventy-five percent (75%) of the Premises for its own business purposes, the Tenant shall have the right to extend the Term hereof for two (2) consecutive periods of five (5) years (the first such period being the “First Extension Term,” the second such period being the “Second Extension Term” and, together with the First Extension Term, the “Full Extension Term”) on the following terms and conditions: (a) Borrower shall have the option (the "EXTENSION OPTION"), Such right to extend the Maturity Date Term shall be exercised by the giving of the Loan from the Payment Date in June, 2001 notice by Tenant to Landlord at least twelve (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i12) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days months prior to the Original Maturity Date expiration of its election to exercise the Initial Term or First Extension Term, as applicable (the “Extension Notice Deadline Date”). Upon the giving of such notice on or before the Extension Option; (ii) no Default or Event Notice Deadline Date, this Lease and the Term hereof shall be extended for an additional term, as specified above, without the necessity for the execution of Default any additional documents except a document memorializing the Annual Fixed Rent for the applicable Extension Term to be determined as set forth below; provided, however, that failure of the parties to execute such a document shall have occurred and not invalidate the exercise of the extension option. Time shall be continuing on of the Original Maturity Date; (iii) Borrower shall have paid essence with respect to the Agent Tenant’s giving notice to extend the Term on or before the Extension Notice Deadline Date. In no event may the Tenant extend the Term under this Section 2.6 for more than ten (10) years after the benefit expiration of the Lenders on the Original Maturity Date a fee (Initial Term, unless Landlord and Tenant shall mutually agree to such an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireextension. (b) Borrower may revoke any The First Extension Notice Term and the Second Extension Term shall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent during each such Extension Term shall be the then Extension Rental Value of the Premises for such Extension Term, to be determined under this Section 2.6. (c) For purposes of the First Extension Term and Second Extension Term described in this Section 2.6, the Extension Fair Rental Value of the Premises shall mean the then current fair market annual rent for leases of other space in the ▇▇▇▇▇▇▇ Square/East Cambridge and Cambridgeport submarkets of a comparable nature and quality similarly improved, taking into account the condition to which such premises have been improved (excluding Removable Alterations) and the economic terms and conditions specified in this Lease that will be applicable thereto. The Landlord and Tenant shall endeavor to agree upon the Extension Fair Rental Value of the Premises within thirty (30) days after the Tenant has exercised an option for an Extension Term. If the Extension Fair Rental Value of the Premises is not agreed upon by the Landlord and the Tenant within this time frame, each of the Landlord and the Tenant shall retain a real estate professional with at least ten (10) years continuous experience in the business of appraising or marketing similar commercial real estate in the Cambridge, Massachusetts area who shall, within thirty (30) days of his or her selection, prepare a written notice report summarizing his or her conclusion as to the Extension Fair Rental Value. The Landlord and the Tenant shall simultaneously exchange such reports; provided, however, if either party has not obtained such a report within forty-five (or telephonic notice promptly confirmed 45) days after the last day of the thirty (30) day period referred to above in writingthis Section 2.6, then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, then the average of these determinations shall be deemed to be the Extension Fair Rental Value for the Premises. If these determinations differ by more than ten percent (10%), then the Landlord and the Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the Agent on behalf dispute as to the Extension Fair Rental Value for the Premises. If the Landlord and the Tenant cannot agree upon the designation of the Lenders and Final Professional within ten (10) days of the exchange of the first valuation reports, either party may apply to the Collateral Agent on American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, the Landlord and the Tenant shall each submit to the Final Professional a copy of their respective real estate professional’ s determination of the Extension Fair Rental Value for the Premises. The Final Professional shall then, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Extension Fair Rental Value (the “Final Professional’s Valuation”), which shall be a selection of either Landlord’s or Tenant’s determination and shall not be a separate valuation. The Final Professional shall give notice of the Final Professional’s Valuation to the Landlord and the Tenant and such decision shall be final and binding upon the Landlord and the Tenant. In the event that the commencement of either of the First Extension Term or Second Extension Term occurs prior to a final determination of the fifteenth Extension Fair Rental Value therefor (15th) Business Day prior to the Original Maturity “Extension Rent Determination Date; PROVIDED”), HOWEVER, that Borrower then the Tenant shall pay the reasonable costs incurred Annual Fixed Rental at the greater of (i) the rate specified by the Agent and Collateral Agent Landlord in connection with its proposed Extension Fair Rental Value or (ii) the giving of any Extension Notice and its revocationthen applicable Fixed Rental Rate (such greater amount being referred to as the “Interim Rent”). If the term Annual Fixed Rent as finally determined for such Extension Term is determined to be greater than the Interim Rent, then the Tenant shall pay to the Landlord the amount of the Loan is extended pursuant to underpayment for the provisions period from the end of the Initial Term of this SECTION ------- 2.17Lease until the Extension Rent Determination Date within thirty (30) days of the Extension Rent Determination Date. If the Annual Fixed Rent as finally determined for the Extension Term is determined to be less than the Interim Rent, then all the terms and conditions Landlord shall credit the amount of such overpayment against the Loan ---- Documents shall remain in full force and effect and unmodified, except that monthly installments of Annual Fixed Rent coming due after the Maturity Date shall be the Extended Maturity Extension Rent Determination Date.

Extension Option. (a) The Termination Date may be extended in the manner set forth in this Section for a period of one year from the Termination Date then in effect. If the Borrower wishes to request an extension of the Termination Date, the Borrower shall have the option (the "EXTENSION OPTION"), give written notice to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), that effect to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Administrative Agent not less than sixty (60) 30 days nor more than 90 days prior to each anniversary of the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default date hereof that occurs on or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid prior to the Termination Date then in effect, whereupon the Administrative Agent for the benefit shall promptly notify each of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice to the product Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day period, such Lender shall be deemed to have rejected the Borrower’s proposal to extend its Commitment and only the Commitments of 0.50those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.19 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having more than 50% and of the Principal Indebtedness; and (iv) Borrower shall have delivered to aggregate amount of the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireCommitments. (b) If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Commitment, (A) this Agreement shall terminate on the Termination Date then in effect with respect to such Lender, (B) the Borrower may revoke shall pay to such Lender on such Termination Date any Extension Notice by written notice amounts due and payable to such Lender on such date and (or telephonic notice promptly confirmed in writingC) the Borrower may, if it so elects, designate a Person not theretofore a Lender and acceptable to the Administrative Agent on behalf to become a Lender, or agree with an existing Lender that such Lender’s Commitment shall be increased, provided that any designation or agreement may not increase the aggregate amount of the Commitments. Upon execution and delivery by the Borrower and such replacement Lender or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.19(a), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. On the date of termination of any Lender’s Commitment as contemplated by this subsection (b), the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the Collateral extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so. (c) The Administrative Agent on or prior shall promptly notify the Lenders of the effectiveness of each extension of the Commitments pursuant to this Section 2.19. (i) Section 4.04(a) of the Credit Agreement is amended by changing the reference to the fifteenth date “December 31, 2003” to “December 31, 2005” and the reference to “Borrower’s 2003 Form 10-K” to “Borrower’s 2005 Form 10-K”. (15thj) Business Day prior Section 4.04(b) of the Credit Agreement is deleted. (k) Section 4.04(c) of the Credit Agreement is amended by changing the reference to the Original Maturity Date; PROVIDEDdate “March 31, HOWEVER2004” to “December 31, that 2005”. (l) Section 4.05 of the Credit Agreement is amended by changing the reference to “Borrower’s 2003 Form 10-K” to “Borrower’s 2005 Form 10-K” and by deleting the phrase “and in the Borrower’s quarterly report on Form 10-Q filed with the SEC on May 4, 2004.” (m) Section 5.01(a) of the Credit Agreement is deleted and replaced with the following: (a) as soon as available and in any event within 75 days after the end of each fiscal year of the Borrower shall pay the reasonable costs incurred (or such shorter period as may be required by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term SEC), a consolidated balance sheet of the Loan Borrower as of the end of such fiscal year and the related consolidated statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing; (n) Section 9.06(b) of the Credit Agreement is extended pursuant amended to delete item (iv) and move the word “and” that precedes it to precede item (iii). (o) The form of Extension Agreement referred to in Section 2(h) above, and attached hereto, is added as “Exhibit I” to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateCredit Agreement.

Extension Option. (a) Borrower shall have The Termination Date may be extended in the option (manner set forth in this Section 2.19 for a period of one year from the "EXTENSION OPTION"), Termination Date then in effect; provided that the Termination Date may only be extended for two additional one year periods. If the Company wishes to extend the Maturity Date request an extension of the Loan from Termination Date, the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), Company shall give written notice to that effect to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) 45 days nor more than 90 days prior to the Original Maturity Termination Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to then in effect, whereupon the Agent for the benefit shall promptly notify each of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice to the product Agent. If any Lender shall not have responded affirmatively within such 30-day period, such Lender shall be deemed to have rejected the Company’s proposal to extend its Commitment and only the Commitments of 0.50% and the Principal Indebtedness; and (iv) Borrower those Lenders which have responded affirmatively shall have delivered be extended, subject to receipt by the Agent such evidence of corporate counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and limited liability company authorization and other documents relating to signed by the Extension Option as Company, the Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.19 shall reasonably requirebe legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having at least 66 2/3% of the aggregate amount of the Commitments. (b) Borrower may revoke If any Extension Notice by written notice Lender rejects, or is deemed to have rejected, the Company’s proposal to extend its Commitment, (or telephonic notice promptly confirmed i) this Agreement shall terminate on the Termination Date then in writingeffect with respect to such Lender, (ii) the Company shall pay to such Lender on such Termination Date any amounts due and payable to such Lender on such date and (iii) the Company may, if it so elects, designate a Person not theretofore a Lender and acceptable to the Agent on behalf to become a Lender, or agree with an existing Lender that such Lender’s Commitment shall be increased, provided that any designation or agreement may not increase the aggregate amount of the Commitments. Upon execution and delivery by the Company and such replacement Lender or other Person of an instrument of assumption in form reasonably satisfactory to the Agent and execution and delivery of the Extension Agreement pursuant to Section 2.19(a), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. On the date of termination of any Lender’s Commitment as contemplated by this subsection (b), the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Company shall, if and to the Collateral Agent on or prior extent necessary to permit such redetermination of participations in Letters of Credit within the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term limits of the Loan is extended Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so. (c) The Agent shall promptly notify the Lenders of the effectiveness of each extension of the Commitments pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateSection 2.19.

Extension Option. So long as this Lease is still in full force and effect, and subject to the Conditions (a) Borrower as hereinafter defined), which Landlord may waive, in its sole and absolute discretion, at any time, but only by notice to Tenant, Tenant shall have the option (the "EXTENSION OPTION"), right to extend the Maturity Date Term of this Lease for one (1) additional period (the “Extended Term”) of five (5) years, commencing on February 1, 2019, and expiring on January 31, 2024. All of the Loan from the Payment Date in Juneterms, 2001 (the "ORIGINAL MATURITY DATE"), covenants and provisions of this Lease applicable immediately prior to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each expiration of the following conditions (Initial Term shall apply to the "EXTENSION CONDITIONS"): Extended Term except that Annual Fixed Rent payable by Tenant during the Extended Term shall be the greater of: (i) Borrower $289,840.00 and (b) the Market Rate (as hereinafter defined) determined as of the commencement of such Extended Term, as designated by Landlord by written notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided; and (ii) Tenant shall have given no further right to extend the Term of this Lease beyond the Extended Term hereinabove provided. If Tenant timely delivers an Election Notice (as hereinafter defined) to Landlord, then Tenant shall have the right, on or after August 31, 2017, but on or before March 31, 2018, to deliver to Landlord a written request (“Tenant’s Request”) that Landlord deliver Landlord’s Notice to Tenant. If Tenant timely delivers Tenant’s Request, then Landlord shall deliver Landlord’s Notice to Tenant within thirty (30) days of Tenant’s Request. If Tenant shall elect to exercise the aforesaid option, it shall do so by delivering notice to Landlord (an "EXTENSION NOTICE"“Election Notice”) to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election not later than March 31, 2018. If Tenant fails to exercise give any such notice to Landlord, the Extension Option; (ii) Term of this Lease shall automatically terminate no Default or Event later than the end of Default the Initial Term, and Tenant shall have occurred and be continuing on no further option to extend the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit Term of this Lease, it being agreed that time is of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal essence with respect to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocationsuch notice. If Tenant shall extend the term of the Loan is extended Term hereof pursuant to the provisions of this SECTION ------- 2.17Section 2.3, then all the terms and conditions such extension shall (subject to satisfaction of the Loan ---- Documents shall remain in full force Conditions, unless waived by Landlord) be automatically effected without the execution of any additional documents, but Tenant and effect and unmodifiedLandlord shall, except that at either party’s request, execute an agreement confirming the Maturity Date shall be Annual Fixed Rent for the Extended Maturity DateTerm. The “Conditions” are that, as of the date of the Election Notice there shall exist no Default of Tenant and the named Tenant as set forth in Section 1.1 (or any successor by Merger, or any Affiliate as defined in Subsection 6.2.1) shall actually no less than seventy-five percent (75%) of the Premises Rentable Area.

Extension Option. (a) The Borrower shall have the option (the "EXTENSION OPTION")may, to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), by written notice to the Payment Date in June, 2002 Administrative Agent (the "EXTENDED MATURITY DATE"), upon satisfaction of which shall promptly deliver a copy to each of the following conditions Lenders) not less than 30 days and not more than 90 days prior to any anniversary of the Effective Date (but on not more than two occasions6 during the "EXTENSION CONDITIONS"): term of this Agreement), request that the Lenders extend the Termination Date for an additional period of one year. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s notice, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called ea “Declining Lender”). Any Lender that has not so advised the Borrower and the 6 The extensions effected pursuant to the First Amendment , the Second Amendment and the Second AmendmentsThird Amendment do not reduce the number of occasions on which the Borrower may further extend the Termination Date. [[NYCORP:3871949v1:09/28/2018--03:51 PM]][[NYCORP:3871949v5:10/16/2018--11:40 AM]][[NYCORP:3871949v5:10/16/2018--11:40 AM]] Letter of Credit Termination Date and (b) no extension of the Termination Date pursuant to this Section 2.18 shall become effective unless (i) Borrower to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have given written notice (an "EXTENSION NOTICE"received documents consistent with those delivered under Section 3.01(b) and/or 3.01(d) as to the Agent corporate power and Collateral Agent not less than sixty (60) days prior authority of the Borrower to the Original Maturity Date of its election to exercise the Extension Option; effect such extension and (ii) the Administrative Agent shall have received a certificate executed by a financial officer of the Borrower, dated as of the anniversary of the Effective Date that immediately follows the date on which the Borrower deliversdate of effectiveness of the applicable Termination Date extension request, stating that (A) as of such date, no Default or Event of Default shall have occurred and be is continuing and (B) the representations and warranties of the Borrower contained in Article 4 are true in all material respects on the Original Maturity Date; and as of such date (iii) Borrower shall have paid except to the Agent for extent any such representations or warranties are limited to an earlier date, in which case such representations and warranties shall be true in all material respects as of such earlier date). For the benefit avoidance of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal doubt, no consent, upfront or similar fees will be required to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred be paid by the Agent and Collateral Agent Borrower in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended extension effected pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodifiedSection 2.18, except that as otherwise expressly agreed by the Maturity Date shall be the Extended Maturity DateBorrower.

Extension Option. (a) Upon the satisfaction of the terms and conditions set forth in this Section 2.8.1, Borrower shall have the option (the "EXTENSION OPTION"), “Extension Option”) to extend the Maturity Date term of the Loan from beyond the Payment Stated Maturity Date in Junefor two (2) terms of six (6) months each (each an “Extension Period”) to August 28, 2001 2022 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"“Extended Maturity Date”): (ia) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or No Event of Default shall have occurred and be continuing on the Original Maturity Datecontinuing; (iiib) Lender shall have received from Borrower all sums then due and payable under the Loan Documents, including all payments of (or reimbursement of Lender for) any reasonable out of pocket miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Loan); (c) Borrower shall have paid notify Lender, in writing, of its irrevocable election to extend the Maturity Date as aforesaid at lease thirty (30) but not more than ninety (90) days prior to the Agent for Stated Maturity Date, which notice shall be accompanied by a payment to the benefit Lender of extension points in an amount of two percent (2%) of the Lenders then outstanding and unpaid principal amount under this Agreement (which shall be nonrefundable and deemed earned upon receipt by Lender); (d) Upon election of an Extension Option, the Interest Rate shall increase by two percent (2%) effective on the Original Stated Maturity Date from the term of each Extension Option; (e) Lender shall, in its sole and absolute discretion, be satisfied with the operation and performance of the Property for which this Agreement and related documents are based upon; (f) The Reserve Funds, as specified in Article VII, shall contain the amount required under this Agreement as of the date of commencement of the Extension Period, and Borrower shall deposit such additional amount into any of the Reserve Fund Accounts, or such additional reserve accounts, as Lender may require; (g) Guarantors shall execute and deliver a fee reaffirmation, in form and substance satisfactory to Lender, of Guarantors’ respective obligations under each of the Loan Documents executed and delivered by them; (h) Borrower shall deliver to Lender an "EXTENSION FEE") equal Officer’s Certificate stating that all representations and warranties of Borrower set forth in Article IV remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the product terms of 0.50% the Loan Documents (in which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the Principal Indebtednessapplicable representation(s) and warranty(ies)) or setting forth any exceptions to such representations and warranties, which exceptions shall be satisfactory to Lender; (i) Borrower shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require, including, without limitation, a certification of the continued accuracy in all material respects of the representations and warranties set forth in Article III as of the commencement of the Extension Period; and (ivj) Borrower shall have delivered to the Agent such evidence of corporate must pay Lender’s legal fees and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDEDexpenses, HOWEVERif any, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateextension(s).

Extension Option. (a) The Borrower shall have may request the option (the "EXTENSION OPTION"), to extend the Maturity Date exercise of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), Extension Option by submitting an Extension Request to the Payment Date in June, 2002 Facility Agent. (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"):b) An Extension Request shall not be valid unless: (i) Borrower shall have given written notice (an "EXTENSION NOTICE") it is delivered to the Facility Agent and Collateral Agent not on a day falling no more than 60 days nor less than sixty (60) 30 days prior to the Original relevant Facility A Final Maturity Date of its election to exercise the Extension OptionDate; (ii) it specifies a date (the EXTENSION DATE) which is no Default or Event of Default shall have occurred and be continuing on more than a year less a day after the Original relevant Facility A Final Maturity Date;; and (iii) Borrower it does not (and would not) cause paragraph (c) to be contravened. (c) The Extension Option may be exercised no more than four times. (d) Upon receipt of a valid Extension Request, the Facility Agent shall promptly notify each Lender which has a Facility A Commitment. Each such Lender shall have paid the right, in its absolute discretion, to accept or decline any Extension Request. Each such Lender must notify the Facility Agent, no later than close of business on the date falling 15 days before the relevant Facility A Final Maturity Date, whether or not it accepts the Extension Request. (e) If there are any Extending Lenders, then: (i) on and from the relevant Facility A Final Maturity Date (subject to any further operation of this Clause), the Facility A Final Maturity Date shall be extended to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal IndebtednessExtension Date; and (ivii) on the relevant Facility A Final Maturity Date: (A) the Facility A Commitment of each Non-extending Lender shall be cancelled automatically; and (B) the Borrower shall have delivered must pay to each Extending Lender an extension fee, calculated at the Agent such evidence of corporate and limited liability company authorization and other documents relating to rate specified in the Extension Option Request or at such other rate as may be agreed between the Agent shall reasonably requireBorrower and all the Extending Lenders, on the Facility A Commitment of that Extending Lender at the close of business on the relevant Facility A Final Maturity Date. (bf) Borrower An Extension Request is irrevocable and may revoke any Extension Notice by written notice not be withdrawn. (or telephonic notice promptly confirmed in writingg) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of In this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Date.Clause:

Extension Option. Provided (ai) Borrower that this Lease shall be in full force and effect; (ii) that BTRL Contracts and Services, Inc. (or a permitted assignee of Tenant [which is a related party to Tenant] pursuant to the provisions of Section 15 hereof) shall be the tenant hereunder; and (iii) that Tenant shall not be in default under any of the terms, provisions, covenants or condition of this Lease, then, and only in such event, Tenant shall have the option (the "EXTENSION OPTION")right, at Tenant's sole option, to extend the Maturity Date term of this Lease for two (2) additional periods of five (5) years each ("Extension Terms"). Each such extension option shall be exercisable by Tenant giving written notice of the Loan from the Payment Date in June, 2001 exercise of such extension option to Landlord no sooner than three hundred sixty-five (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 365) days and no later than one hundred eighty (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60180) days prior to the Original Maturity Date expiration date of its election the then-current term; provided, however, in the event Tenant fails to exercise any option to extend during the aforesaid period such extension option shall become null and void and all rights with respect thereto and with respect to any subsequent extension option shall become null and void and all rights with respect thereto and with respect to any subsequent extension option shall automatically terminate and expire. Each Extension Option; (ii) no Default or Event Term shall be upon the same terms, covenants and conditions as set forth herein with respect to the Lease Term, except that Minimum Annual Rent payable during each Lease Year of Default each Extension Term shall have occurred be computed in the following manner. On the first day of the first Lease Year of the first Extension Term, and be continuing on the Original Maturity Date; first day of each Lease Year thereafter during the remainder of the first Extension Term and during the Second Extension Term, the Minimum Annual Rent (iiithen in effect) Borrower shall have be adjusted by one hundred percent (100%) of any change in the Index now known as "United States Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers, All Items (1982-1984=100)" ("Index"), provided, however, that the amount of Minimum Annual Rent payable by Tenant during any Lease Year of an Extension Term pursuant to this provision shall not be less than one hundred three percent (103%) of the Minimum Annual Rent paid during the previous Lease Year. Subject to the Agent foregoing, each such adjustment shall be accomplished (and shall be effective for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE"entire then- operative Lease Year) equal by adding to the product Minimum Annual Rent (then in effect) the amount created by multiplying the Minimum Annual Rent then in effect by the amount created by subtracting one (1) from a fraction, the numerator of 0.50% and which shall be the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or most recently published monthly Index figure prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term date of the Loan is extended pursuant to adjustment, and the provisions denominator of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date which shall be the Extended Maturity Datepublished monthly Index figure for the same month of the previous year. Landlord shall give Tenant written notice of each such adjustment and the amount of Minimum Annual Rent payable during the forthcoming Lease Year. Should said Index cease to be published, then the closest similar published Index by an agency of the United States Government shall be substituted. Should there be no such substitute, then the parties hereto shall, under rules of the American Arbitration Association, agree to a substitute formula, or source, designed to accomplish the same original purpose of this provision. This extension option is personal to Tenant, and shall not be available to any other subtenant or assignee of the Lease (other than a party which is related to Tenant), regardless of whether such sublease or assignment was approved by Landlord in the manner described herein.

Extension Option. (a) Borrower Borrowers shall have the option (the "EXTENSION OPTION"), right to extend the Maturity Date of the Loan from the Payment Initial Maturity Date in June, 2001 to the Extended Maturity Date (the "ORIGINAL MATURITY DATE"“Option to Extend”), subject to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon its satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"):conditions: (i) Borrower Borrowers shall give Administrative Agent written notice of Borrowers’ request for an extension of the Maturity Date not earlier than ninety (90) days, nor later than forty-five (45) days, prior to the Initial Maturity Date; (ii) As of the date of such notice, and as of the Initial Maturity Date, there shall exist no Default or Potential Default (provided that Borrowers shall have given written notice (an "EXTENSION NOTICE") opportunity to cure such Potential Default prior to the Initial Maturity Date to the extent of applicable cure periods under this Agreement or the applicable Loan Document); (iii) At Administrative Agent’s request, Borrowers shall have caused to be issued to Lenders, at Borrowers’ sole cost and expense, appropriate endorsements to the Title Policies which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension; (iv) There shall have been no change in the financial condition of Borrowers, or in the condition of the Properties from that which existed on the Effective Date which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect; (v) The Loan-to-Value Percentage for all of the Properties, in the aggregate, based upon new Appraisals commissioned by Administrative Agent at Borrowers’ sole cost and Collateral Agent not less than expense and with valuation dates within sixty (60) days prior to of the Original Initial Maturity Date of its election to exercise the Extension OptionDate, shall not exceed fifty-five percent (55%); (iivi) no Default or Event of Default Borrowers shall have occurred provided to Administrative Agent satisfactory evidence (which evidence shall include, without limitation, a detailed current rent roll and be continuing on a current historical operating statement for each Property) that the Original Committed Loan Constant (as of the Initial Maturity Date) is not less than (1) if three (3) or more Properties remain encumbered by the Security Documents, then sixteen percent (16%), (2) if two (2) Properties remain encumbered by the Security Documents, then seventeen percent (17%) and (3) if one (1) Property remains encumbered by the Security Documents, then eighteen percent (18%) (the “Minimum Extension Constant”); (iiivii) Borrower As of the Initial Maturity Date, (1) not more than thirty percent (30%) of the Gross Rental Income from all Properties remaining encumbered by the Security Documents is to be derived from Leases expiring on or before the Extended Maturity Date, (2) not more than forty percent (40%) of the Gross Rental Income from all Properties remaining encumbered by the Security Documents is to be derived from Leases expiring between the Initial Maturity Date and the date which is twelve (12) months after the Extended Maturity Date and (3) not more than fifty percent (50%) of the Gross Rental Income from all Properties remaining encumbered by the Security Documents is to be derived from Leases expiring between the Initial Maturity Date and the date which twenty-four (24) months after the Extended Maturity Date. Notwithstanding the foregoing, Borrowers shall be deemed to have satisfied the requirements of this clause (vii) even if the percentage of Gross Rental Income derived from the remaining Properties exceeds the applicable thresholds so long as the Adjusted Committed Loan Constant (calculated in accordance with Exhibit J) is greater than or equal to the Minimum Extension Constant; and (viii) Borrowers shall have paid to the Agent Administrative Agent, for the ratable benefit of the Lenders on the Original Maturity Date a Lenders, an extension fee (in an "EXTENSION FEE") amount equal to the product one-quarter of 0.50% and the Principal Indebtedness; and one percent (iv0.25%) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to Aggregate Commitment as of the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Initial Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay . Notwithstanding the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the foregoing provisions of this SECTION ------- 2.17Section 2.6, then all Borrowers shall have the terms and conditions right to repay (without paying an Exit Fee) principal outstanding under the Loan (or permanently cancel a portion of the Loan ---- Documents Aggregate Commitment) in such amount as may be required to reduce the Aggregate Commitment pursuant to this Section 2.6, to an amount such that Borrowers are in compliance with subsections (v), (vi) and (vii) above. Any repayment of principal pursuant to this section 2.6 shall remain in full force and effect and unmodified, except that reduce the Maturity Date shall be the Extended Maturity DateAggregate Commitment dollar for dollar.

Extension Option. 50.01 (ai) Borrower Provided that Tenant is not in default under this Lease beyond the grace period applicable to such default, if any, at the time of exercise of its option under this Section 50 or on the Expiration Date, the tenant first named herein (the “Named Tenant”) shall occupy not less than ninety (90%) percent of the entire Premises for the conduct of its business on the Expiration Date, the Named Tenant shall have the option right (the "EXTENSION OPTION"), “Extension Right”) to extend the Maturity Date term of the Loan from Lease with respect to the Payment Date in June, 2001 entire Premises for a single five (5) year period (the "ORIGINAL MATURITY DATE"“Extension Term”), to . The Extension Term shall commence on the Payment day after the Expiration Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each “Extension Term Comm. Date”) and shall expire on the fifth (5th) anniversary of the following Expiration Date, unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions (of the "EXTENSION CONDITIONS"): (i) Borrower shall have given Lease or pursuant to Law. Tenant must give Landlord written notice of Tenant’s intention to exercise such option no later than three hundred sixty-five (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60365) days prior to the Original Maturity Date of its election Expiration Date, as to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit which date time is of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% essence, and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with upon the giving of any Extension Notice such notice, subject to the provisions of the first sentence of this Section 50.01 and its revocation. If Subsection (vii), the term of the Loan is Lease shall be extended pursuant to without execution or delivery of any other or further document, with the provisions same force and effect as if the Extension Term had originally been included in the original term of this SECTION ------- 2.17the Lease. All of the terms, then all the terms covenants and conditions of the Loan ---- Documents Lease shall remain continue in full force and effect during the Extension Term, including items of additional rent and unmodifiedescalation which shall remain payable on the terms herein set forth (provided, except however that the Maturity Date provisions of Section 3.02 and Article 22 hereof shall not be applicable during the Extended Maturity DateExtension Term) and Tenant shall have no further right to extend the term of the Lease for any reason; provided, however, that in the event that the fixed annual rent payable by Tenant for the Premises during the Extension Term is equal to the Escalated Rent (as more particularly defined below) (1) the phrase “Base Tax Year” as such term is defined in Article 32.0(iii) of the Lease, shall mean the average of the Real Estate Taxes payable for (x) New York City real estate tax year commencing on July 1, 2017 and ending on June 30, 2018, and (y) the New York City real estate tax year commencing on July 1, 2018 and ending on June 30, 2019, and (2) the phrase “Base Year” and “Base Insurance Year” as such terms are defined in Article 49.02 shall mean the average of the Expenses or Building Insurance Expenses, as applicable, incurred in calendar year 2017 and calendar year 2018.

Extension Option. Landlord hereby grants Tenant one (a1) Borrower shall have the option (the "EXTENSION OPTION"), to extend the Maturity Date term of the Loan from the Payment Date in June, 2001 Lease for one additional period of five (the "ORIGINAL MATURITY DATE"5) years (“Option Term”), to commencing immediately after the Payment Date in June, 2002 (expiration of the "EXTENDED MATURITY DATE")initial term, upon satisfaction of each of the following same material terms and conditions (the "EXTENSION CONDITIONS"): contained herein, except that (i) Borrower the Monthly Base Rent for the Premises shall have given written notice be equal to ninety-five percent (an "EXTENSION NOTICE"95%) of the fair market rent for the Premises based upon comparable space in the area of Berkeley and/or Emeryville, California as determined in the manner set forth below, but in no event shall the Monthly Base Rent for the Option Term be less than the Monthly Base Rent at the time of Tenant’s Option Notice to the Agent Landlord, and Collateral Agent not less than sixty (60ii) days prior Tenant shall accept the Premises in an “as is” condition without any obligation of Landlord to repaint, remodel, repair, improve or alter the Original Maturity Date of its Premises. Tenant’s election to exercise the Extension Option; option granted herein must be given to Landlord in writing no more than eleven (11) months and no less than nine (9) months prior to expiration of the initial term (the “Notice Period”). In determining fair market rent for the Premises, any Improvements made at Tenant’s expense shall be disregarded. If Tenant properly exercises the option granted herein, references in the Lease to the term shall be deemed to mean and include the Option Term unless the context clearly provides otherwise. Notwithstanding anything to the contrary contained, herein, all option rights of Tenant pursuant to this Section shall automatically terminate without notice and shall be of no further force and effect, whether or not Tenant has timely exercised the option granted herein, if (i) a Default exists at the time of exercise of the option or at the time of commencement of the Option Term, or (ii) no Default Tenant has sublet more than 50% of the Premises or Event Tenant has assigned the Lease. Within thirty (30) days after receipt of Default Tenant’s notice of exercise, Landlord shall provide Tenant with a notice of its estimate of Monthly Base Rent during the Option Term (“Landlord’s Notice”). If Tenant does not accept the Monthly Base Rent set forth in Landlord’s Notice, then Tenant shall notify Landlord of its objection to Landlord’s determination within twenty (20) business days following receipt of Landlord’s Notice by providing its determination of the fair market rent for the Premises in accordance with (i) below. If Tenant fails to so notify Landlord within said twenty (20) business days, Landlord’s determination of Monthly Base Rent for the Premises shall be final and binding upon the parties and Tenant shall have occurred and be continuing on no further rights to rescind the Original Maturity Date; (iii) Borrower shall have paid option. If the parties are unable to agree upon the Agent fair market rent for the benefit Premises within ten (10) days after Landlord’s receipt of notice of Tenant’s objection, the amount of Monthly Base Rent as of commencement of the Lenders on Option Term shall be determined as follows: i) Within twenty (20) days after receipt of Landlord’s Notice specifying fair market rent, Tenant, at its sole expense, shall obtain and deliver in writing to Landlord a determination of the Original Maturity Date fair market rent for the Premises for a fee (an "EXTENSION FEE") term equal to the product Option Term from a broker (“Tenant’s broker”) licensed in the State of 0.50% California and engaged in the office brokerage business in the area of Emeryville, California, for at least the immediately preceding five (5) years. If Landlord accepts such determination, the Monthly Base Rent for the Option Term shall be set to an amount equal to the amount determined by Tenant’s broker. ii) If Landlord does not accept such determination, within fifteen (15) days after receipt of the determination of Tenant’s broker, Landlord shall designate a broker (“Landlord’s broker”) licensed in the State of California and engaged in the office brokerage business in the area of Emeryville, California, for at least the immediately preceding five (5) years. Landlord’s broker and Tenant’s broker shall name a third broker, similarly qualified, within five (5) days after the appointment of Landlord’s broker, without informing such third broker of the determinations by Landlord’s broker or Tenant’s broker. The third broker shall independently assess the fair market value of the Premises within fifteen (15) days following the appointment of the third broker. At the end of such 15-day period, the determinations of the three brokers shall be compared, and the Principal Indebtedness; and (iv) Borrower Monthly Base Rent as of the commencement of the Option Term shall have delivered be that figure submitted by Landlord’s broker or Tenant’s broker which is closest to the Agent such evidence of corporate and limited liability company authorization and other documents relating to fair market rent as determined by the Extension Option as the Agent shall reasonably requirethird broker. (biii) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower Landlord shall pay the reasonable costs incurred by the Agent and Collateral Agent fees of Landlord’s broker in connection with any determination hereunder, and Tenant shall pay the giving costs and fees of Tenant’s broker in connection with such determination. The costs and fees of any Extension Notice third broker shall be paid one-half by Landlord and its revocationone-half by Tenant. If the term amount of the Loan fair market rent is extended pursuant to not known as of the provisions commencement of this SECTION ------- 2.17the Option Term, then all Tenant shall continue to pay the terms and conditions Monthly Base Rent in effect at the expiration of the Loan ---- Documents initial term until the amount of the fair market rent is determined. When such determination is made, Tenant shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Datepay any deficiency to Landlord upon demand.

Extension Option. (ai) Borrower shall have the option (the "EXTENSION OPTION"each option pursuant to this Section 2.7(b), the “Extension Option”) to extend the term of the Facility from the Initial Maturity Date of the Loan from the Payment Date in Juneto December 21, 2001 2016 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), “Extended Maturity Date”) upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"):precedent with respect thereto: (iA) Borrower shall have given provide Administrative Agent with written notice of Borrower’s request to exercise the Extension Option not more than ninety (an "EXTENSION NOTICE"90) to the Agent and Collateral Agent days but not less than sixty thirty (6030) days prior to the Original Initial Maturity Date Date; (B) As of the date of Borrower’s delivery of notice of its election request to exercise the Extension Option; (ii) , and as of the Initial Maturity Date, all of Borrower’s and Guarantor’s representations and warranties in the Loan Documents shall be true and correct in all material respects except to the extent that any such representation or warranty relates to a specific earlier date and no Default or Event of Potential Default shall have occurred and be continuing on the Original Maturity Dateand Borrower and Guarantor shall so certify in writing; (iiiC) At Requisite Lenders’ option, Administrative Agent shall have obtained at Borrower’s expense new Appraisals or an update to the existing Appraisals of the Mortgaged Properties and determined the current Appraised Value of the Mortgaged Properties; (D) The Borrower and the Guarantors shall execute and deliver to Administrative Agent and Lenders such additional consents and affirmations and other documents (including, without limitation, amendments to the Security Documents) as the Administrative Agent may reasonably require, and the Borrower shall pay the cost of any title endorsement or update thereto or any update of UCC searches, recordings costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are required to be paid in connection with such extension. (E) Borrower and Guarantor shall have paid execute or cause the execution of all documents reasonably required by Administrative Agent to exercise the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal IndebtednessExtension Option; and (ivF) As a condition to such extension, Borrower shall have delivered pay to Administrative Agent, for the Agent such evidence account of corporate the Lenders, an extension fee pursuant to Section 2.3(b) hereof, together with all reasonable costs and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice expenses incurred by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Administrative Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended extension, it being agreed that such payment may be made pursuant to an advance under the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateFacility.

Extension Option. (a) Borrower shall have The Maturity Date may be extended in the option (the "EXTENSION OPTION"), to extend manner set forth in this Section 2.21 for a period of one year from the Maturity Date then in effect; provided that the Maturity Date may only be extended for two additional one year periods; provided, further that the Maturity Date after giving effect to any such extension shall not be later than the fifth (5th) anniversary of the Loan from date of any such extension. If the Payment Date in JuneBorrower wishes to request an extension of the Maturity Date, 2001 (the "ORIGINAL MATURITY DATE"), Borrower shall give written notice to that effect to the Payment Date in JuneAdministrative Agent, 2002 (whereupon the "EXTENDED MATURITY DATE"), upon satisfaction of Administrative Agent shall promptly notify each of the following conditions Lenders of such request; provided, that the Borrower may provide notice of a request for an extension of the Maturity Date once in any twelve (12) month period. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice to the Borrower and the Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day period, such Lender shall be deemed to have rejected the Borrower’s proposal to extend its Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent #96301122v26 of counterparts of an Extension Agreement in substantially the form of Exhibit D hereto (the "EXTENSION CONDITIONS"): “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.21 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having greater than 50% of the aggregate amount of the Commitments. The Borrower may obtain the signature of Lenders having greater than 50% of the aggregate amount of the Commitments by requiring any Lender that has failed to consent to such Extension Agreement (such Lender, a “Non-Extending Lender”) to assign its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to (i) Borrower shall have given written notice the Administrative Agent (unless such assignee is a Lender or an "EXTENSION NOTICE"Affiliate of a Lender) to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default each Issuing Bank (unless such assignee is a Lender or Event an Affiliate of Default a Lender); provided that: (i) all Obligations of the Borrower owing to such Non-Extending Lender being replaced shall have occurred be paid in full in same day funds to such Non-Extending Lender concurrently with such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal to the principal amount thereof plus accrued and be continuing on unpaid interest thereon and the Original Maturity Date; replacement Lender or, at the option of the Borrower, the Borrower shall pay any amount required by Section 2.23, if applicable, (iii) Borrower the replacement Lender shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% execute and the Principal Indebtedness; and deliver such Extension Agreement and (iv) Borrower such assignment does not conflict with applicable law. No action by or consent of the Non-Extending Lender shall have delivered be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Extending Lender and the replacement Lender shall otherwise comply with Section 9.06; provided that if such Non-Extending Lender does not comply with Section 9.06 within five Business Days after the Borrower’s request, compliance with Section 9.06 (but only on the part of the Non-Extending Lender) shall not be required to the Agent effect such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireassignment. (b) If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Commitment, (i) this Agreement shall terminate on the Maturity Date then in effect with respect to such Lender, (ii) the Borrower may revoke shall pay to such Lender on such Maturity Date any Extension Notice by written notice amounts due and payable to such Lender on such date and (or telephonic notice promptly confirmed in writingiii) the Borrower may, if it so elects, designate a Person not theretofore a Lender and acceptable to the Administrative Agent on behalf and each Issuing Bank to become a Lender, or agree with an existing Lender that such Lender’s Commitment shall be increased; provided that any designation or agreement may not increase the aggregate amount of the Commitments. Upon execution and delivery by the Borrower and such replacement Lender or other Person of an instrument of assumption in form and substance satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.21(a), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. On the date of termination of any ▇▇▇▇▇▇’s Commitment as contemplated by this subsection (b), the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the Collateral Agent on or prior extent necessary to permit such redetermination of participations in Letters of Credit within the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term limits of the Loan is extended Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so. #96301122v26 (c) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each extension of the Commitments pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateSection 2.21.

Extension Option. (a) Borrower shall have The Company may request that the option Final Maturity Date be extended for a further period (the "EXTENSION OPTION"), to extend Relevant Period) from the then current Final Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), by giving notice to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of Facility Agent no more than 120 days nor less than 45 days before each of the following conditions first anniversary (the "EXTENSION CONDITIONS"): First Extension Request) and the second anniversary (ithe Second Extension Request) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireUtilisation Date. (b) Borrower may revoke any The Relevant Period will be: (i) in the case of the First Extension Notice by written notice Request, 364 days; and (or telephonic notice promptly confirmed ii) in writingthe case of the Second Extension Request: (A) to if the Agent on behalf First Extension Request was made, then in respect of the Lenders and who agreed to the Collateral First Extension Request, 364 days; and in respect of the Lenders who did not agree to the First Extension Request, 728 days; or (B) if the First Extension Request was not made, 364 days or 728 days, at the option of the Company and as indicated in the Second Extension Request. (c) Each Lender participating in the Facility shall notify the Facility Agent within 30 days after receiving the First Extension Request (or Second Extension Request, as the case may be) from the Company but in no event later than 10 days prior to the relevant anniversary of the Utilisation Date whether or not it agrees to the then current Final Maturity Date being extended for the Relevant Period. No Lender is under any obligation to extend the then current Final Maturity Date. If, by the date falling 10 days prior to the relevant anniversary of the Utilisation Date, no notice is received by the Facility Agent from a Lender which has confirmed receipt of the First Extension Request or Second Extension Request (as applicable) no less than 20 days prior to the relevant anniversary of the Utilisation Date, the then current Final Maturity Date shall automatically be extended for the Relevant Period with regard to such Lender. (d) As soon as practicable after it establishes which of the relevant Lenders, if any, agree to extend the then current Final Maturity Date for the Relevant Period, the Facility Agent shall, by notice to the Company, the Guarantor and each Lender, confirm those Lenders which have agreed to extend the then current Final Maturity Date for the Relevant Period (each an Extending Lender), whereupon such extension shall become effective with regard to those Extending Lenders. (e) At any time prior to the then current Final Maturity Date, the Company and/or the Guarantor will have the option to identify a Lender that is willing to accept an assignment or transfer of the rights and obligations under this Agreement from a Lender who does not agree to extend the Final Maturity Date, in which event, and at such time, the Lender who does not agree (or has not confirmed receipt of the First Extension Request or Second Extension Request (as applicable) pursuant to paragraph (c) above) to extend the Final Maturity Date shall assign or transfer its rights and obligations under this Agreement to the other Lender at par. (f) Subject to (e) above, the share in the Loan of any Lender who does not agree to extend the Final Maturity Date applicable to it for the Relevant Period together with any other sums owed to any such Lender under this Agreement shall be repaid in full on or prior to the fifteenth Final Maturity Date applicable to that Lender. (15thg) Business Day prior to No more than two requests for an extension under this Clause may be given, and any such request is irrevocable. (h) For the Original avoidance of doubt, the Final Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay Date cannot be after the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term seventh anniversary of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Utilisation Date.

Extension Option. (a) Borrower shall have has the option to extend the Expiration Date for one twelve (12) month period in accordance with and subject to the terms and conditions of this Section 2.4 (the "EXTENSION OPTIONExtension Option"), to extend . In the Maturity Date of the Loan from the Payment Date event that Agent determines in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of its sole discretion that the following conditions (collectively the "EXTENSION CONDITIONSConditions for Extension"):) have been satisfied, Borrower has the right to extend the Expiration Date to the last day of the Extension Period; provided, that Conditions for Extension (a), (c), (d), (e), (f) and (g) must be satisfied on the Extension Option Exercise Date and Conditions for Extension (a), (b) (e), (f), (g) and (h) must be satisfied immediately prior to the Extension Period Commencement Date: (ia) no Potential Default or Event of Default exists; (b) the Extension LTV Requirement has been met or Borrower shall have given has made a Voluntary Prepayment in an amount necessary to reduce the outstanding principal balance of the Loan to the point where the Extension LTV Requirement is satisfied; (c) the Extension DSCR Requirement has been met or Borrower has made a Voluntary Prepayment to Lenders in an amount necessary to reduce the outstanding principal balance of the Loan to the point where the Extension DSCR Requirement is satisfied; (d) lien-free Completion of Construction has occurred; (e) payment of the Extension Fee to Agent has been made; (f) no Material Adverse Effect has occurred and is continuing; (g) IRET Guarantors are in compliance with the financial covenants set forth in the Payment Guaranty, as evidenced by a Compliance Certificate executed by IRET Properties and delivered to Agent; and (h) Agent has received a Date Down Endorsement or other endorsement to its Title Insurance Policy in form approved by Agent insuring the priority of the lien of the Mortgage in the amount of all Disbursements and containing no exceptions other than Permitted Encumbrances. Borrower will provide Agent with written notice (an "EXTENSION NOTICE") of its election to extend the Agent and Collateral Agent Expiration Date in the form attached hereto as Exhibit 2.4, together with payment of the Extension Fee, not less later than sixty (60) days and not sooner than one hundred twenty (120) days prior to the Original Maturity Date then applicable Expiration Date. In the event that, for any reason, the Borrower fails to satisfy any of its election to exercise the Extension Option; (ii) no Default or Event of Default Conditions for Extension, the Loan shall have occurred mature and be continuing due and payable in full on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity original Expiration Date.

Extension Option. (a) The Borrower shall have the option (the "EXTENSION OPTION"), to extend may request an extension of the Maturity Date of the Loan from the Payment Date in June, 2001 for an additional 364-day period (the "ORIGINAL MATURITY DATE"“Extended Maturity Date”), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): ; provided that (i) the Borrower shall have given (A) provides written notice (an "EXTENSION NOTICE") requesting the extension to the Agent and Collateral Administrative Agent not less than sixty (60) 30 days nor more than 60 days prior to the Original Maturity Date and (B) delivers to the Administrative Agent a certificate signed by a duly authorized officer certifying a copy of its election to exercise the Extension Option; resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (ii) no Default or Event of Default shall have has occurred and be continuing on the Original Maturity Date; is continuing, and (iii) the Borrower has not exercised the Term-Out Option. The Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to the Administrative Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.19 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders. (b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend its Commitment (each, a “Non-Extending Lender”), (i) this Agreement shall terminate on the Maturity Date with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.11, 2.14 and 9.4 and obligations under Section 9.12 shall survive the Maturity Date as to matters occurring prior to such date), (ii) the Borrower shall pay to such Lender on the Maturity Date any amounts due and payable hereunder to such Lender on such date and (iii) the Borrower may, if it so elects, designate a Person to become a Lender after consultation with the Administrative Agent, or agree with an existing Lender that such Lender’s Commitment shall be increased, (each, an “Assuming Lender”), in each case to assume, effective as of the Maturity Date, any Non-Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may not increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.19(b) shall be subject to the conditions that: (i) the Assuming Lenders shall have paid to the Agent for Non-Extending Lenders (A) the benefit aggregate principal amount of, and any interest and fees accrued and unpaid to but excluding the Maturity Date on, the outstanding Advances, if any, of the Non-Extending Lenders on the Original Maturity Date a fee under their respective Commitments being assumed; (an "EXTENSION FEE"ii) equal all additional cost, reimbursements, expense reimbursements and indemnities due and payable to the product Non-Extending Lenders in respect of 0.50% and such Commitments shall have been paid by the Principal IndebtednessBorrower; and (iviii) Borrower with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); On or prior to the Maturity Date, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance or such evidence of corporate and limited liability company authorization and other documents relating agreement acceptable to the Extension Option as Borrower and the Administrative Agent and (B) any existing Lender assuming any Commitments shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed have delivered confirmation in writing) writing satisfactory to the Borrower and the Administrative Agent on behalf as to the increase in the amount of its Commitment. Upon execution and delivery of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended documentation pursuant to the provisions foregoing clauses (A) and (B) and the Extension Agreement pursuant to Section 2.19(a), the payment of all amounts referred to in clauses (i) through (iii) above, and subject to the requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the Maturity Date, will be substituted for the Non-Extending Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this SECTION ------- 2.17Agreement, then all without any further acknowledgment by or the terms and conditions consent of the Loan ---- Documents shall remain in full force other Lenders, and effect the obligations of the Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and unmodified, except that the Maturity Date shall be the Extended Maturity Datedischarged.

Extension Option. (a) Borrower shall have Provided that no Default has occurred and is continuing at such time, the option (Company may request in respect of Facility A and/or Facility B, by written notice received by the "EXTENSION OPTION"), to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"):Facility Agent: (i) Borrower shall have given written notice no more than one hundred and twenty (an "EXTENSION NOTICE"120) to the Agent and Collateral Agent not days; and (ii) no less than sixty (60) days days, prior to the Original Maturity Date of its election to exercise the Extension Option;to: (iiA) no Default or Event in respect of Default shall have occurred and be continuing on Facility A, the Original Maturity Date;Initial Facility A Termination Date and/or the First Extended Facility A Termination Date (as applicable); or (iiiB) Borrower shall have paid to in respect of Facility B, the Agent for Initial Facility A Termination Date or the benefit Initial Facility B Termination Date, that the period of the Lenders on relevant Facility be extended for a period of three hundred and sixty four (364) days beyond the Original Maturity then applicable Termination Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireRequest). (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) On and subject to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions set out in this Agreement, the Company shall be entitled to submit an Extension Request: (i) in respect of Facility A, on no more than two (2) occasions in total (on only one occasion prior to the Initial Facility A Termination Date and on only one occasion prior to the Extended Facility A Termination Date); and (ii) in respect of Facility B, on one occasion only. (c) An Extension Request shall be irrevocable. (d) Following its receipt of an Extension Request, the Facility Agent shall promptly notify each Lender under the relevant Facility or Facilities of such request. (e) If an Extension Request has been notified by the Facility Agent to each relevant Lender, each such Lender shall, no later than twenty (20) Business Days after receipt by it of the Loan ---- Documents shall remain in full force and effect and unmodified, except that Extension Request notify the Maturity Date Facility Agent whether or not it agrees to the Extension Request. Any such notice by a Lender shall be binding on that Lender. The Facility Agent shall promptly notify the Extended Maturity Company and the other Lenders under the applicable Facility of the response of each Lender under that Facility. (f) Any Lender who fails to give such notice to the Facility Agent within the timeframe specified in paragraph (e) above shall be deemed to have refused the Extension Request. (g) Nothing in this clause 2.4 shall impose any obligations on any Lender to agree to any Extension Request made in accordance with this clause 2.4. (h) Provided that 66 2/3 % of the Lenders in respect of the relevant Facility agree to the relevant Extension Request, the Termination Date in respect of that Facility shall in respect of those Lenders who have agreed, subject to payment prior to the then applicable Termination Date (or, in respect of an extension of Facility B requested prior to the Initial Facility A Termination Date, on the Initial Facility A Termination Date) by the Company of the Extension Fee, be extended to the date falling three hundred and sixty four (364) days after the then applicable Termination Date. (i) The Extension Fee shall only be paid to the Lenders that agree to the Extension Request. (j) If a Lender refuses an Extension Request, then on the relevant Termination Date (ignoring any extension under this clause) all Proposed Participations of that Lender shall be cancelled.

Extension Option. (a) Subject to the provisions of this SECTION 5, Borrower shall have (i) the option (the "FIRST EXTENSION OPTION"), to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given by irrevocable written notice (an "EXTENSION NOTICE") delivered to the Agent and Collateral Agent not less than sixty Lender no later thirty (6030) days prior to the Original Initial Maturity Date, to extend the Initial Maturity Date of its election to exercise June 9, 2005 (the Extension Option; "FIRST EXTENDED MATURITY DATE"), (ii) the option (the "SECOND EXTENSION OPTION"), by delivering to Lender an Extension Notice no later thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to June 9, 2006 (the "SECOND EXTENDED MATURITY DATE"), and (iii) the option (the "THIRD EXTENSION OPTION"), by delivering to Lender an Extension Notice no later thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to June 9, 2007 (the "THIRD EXTENDED MATURITY DATE") . Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent as of the delivery of the applicable Extension Notice and as of the Initial Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, prior to such extension hereunder: i. no Monetary Default or Event of Default shall have occurred and be continuing on under the Original Maturity DateLoan Documents, the Bond Documents, the Financial Agreement, the Redevelopment Agreement and/or the Special Assessment Agreement, provided, however, that any failure by the Guarantor to fund its obligations under the Franchise Assessment Guaranty (as such term is defined in the Redevelopment Agreement) shall not be deemed to be an Event of Default under the Redevelopment Agreement for purposes of this SECTION 5, and provided, further however, that with respect to the Redevelopment Agreement only as such defaults (i) relate to the Property, or (ii) relate to the Power Center Site and materially and adversely affect the Property; (iii) ii. Borrower shall have paid obtain and deliver to the Agent for the benefit of the Lenders on the Original Maturity Date a fee Lender not later than one (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th1) Business Day prior to the Original Initial Maturity Date; PROVIDED, HOWEVERthe First Extended Maturity Date or the Second Extended Maturity Date, that as the case may be, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the period commencing on the day immediately following the Initial Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be and ending on the last day of the Interest Period during the month in which the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, occurs; iii. Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Agreement and the related Acknowledgment; iv. Simultaneously with the delivery of an Extension Notice with respect to the Second Extension Option or the Third Extension Option, as the case may be, Borrower shall pay to Lender the reasonable costs incurred by the Agent and Collateral Agent Extension Fee, provided, however, that in no event shall an Extension Fee be payable in connection with Borrower's exercise of the giving First Extension Option; v. Borrower shall obtain an Extension Letter of any Credit pursuant to SECTION 16.7 of the Loan Agreement; vi. the Property shall have a loan-to-value ratio ("LTV") of no greater than 70% based upon the appraised value of the Property as determined by an Independent third-party MAI appraiser approved by Lender in its sole discretion in a new FIRREA appraisal which shall be commissioned by Borrower forty-five (45) days prior to delivery of the Extension Notice and its revocation. If the term delivered no later than fifteen (15) days prior to delivery of the Loan is extended pursuant to Extension Notice; and vii. the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date Net Operating Income shall be the Extended Maturity Dateequal to or greater than 95% of $19,246,615.

Extension Option. (a) Borrower Tenant shall have the option (the "EXTENSION OPTION"), to extend the Maturity Date of the Loan from the Payment Date in June, 2001 Term for one (1) additional five (5) year extension term (the "ORIGINAL MATURITY DATE")“Extension Term”) by notice given to Landlord at least ten (10) months before the Term Expiration Date. Tenant’s election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Payment Date in JuneExtension Term, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower Tenant shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requirefurther extension rights hereunder. (b) Borrower may revoke Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Notice by written notice Term, if any, all provisions of the Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. (c) During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety five percent (95%) of the then prevailing market rate for a five (5) year lease of biotech and office space in the Greater Boston, Massachusetts “Metro-West” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or telephonic notice promptly confirmed any higher and better use then being made by Tenant) in writing“as-is” condition or such better condition in which Tenant is required to maintain the Premises (the “Fair Market Rent”). (d) Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days after Tenant exercises the applicable extension option. Tenant shall within fifteen (15) business days following delivery of such estimate: (i) accept such estimate, (ii) elect to have the Fair Market Rent determined as provided in Section 13(e) below, or (iii) withdraw its exercise of the extension option; provided, that Tenant’s failure to respond within such fifteen (15) business day period shall be deemed to be an election to have the Fair Market Rent determined as provided in Section 13(e) below. Landlord agrees to meet with Tenant, if Tenant requests such meetings, at least twice during such fifteen (15) business day period at reasonable, mutually agreed upon times during business days to discuss Landlord’s Fair Market Rent determination. (e) If Tenant elects (or is deemed to have elected) to have Fair Market Rent determined as provided in this Section 13(e), each of Landlord and Tenant, within twenty (20) days after the Agent date of such election (or deemed election), shall appoint as an arbitrator an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an arbitrator, the other may apply to the Boston office of the American Arbitration Association (“AAA”) for appointment of such an arbitrator five (5) business days after notice of such failure to the delinquent party if such arbitrator has not then been appointed. The two arbitrators shall, within five (5) business days after appointment of the second arbitrator, appoint a third arbitrator who shall be similarly qualified. If the two arbitrators are unable to agree timely on the selection of the third arbitrator, then either arbitrator on behalf of both may request such appointment from the Lenders and to Boston office of the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower AAA. The arbitration shall pay the reasonable costs incurred by the Agent and Collateral Agent be conducted in connection accordance with the giving of any Extension Notice and its revocation. If the term commercial arbitration rules of the Loan is extended pursuant to AAA insofar as such rules are not inconsistent with the provisions of this SECTION ------- 2.17Lease (in which case the provisions of this Lease shall govern). The arbitrators shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section, within twenty (20) days after the third arbitrator is appointed, by selecting either of the final estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The arbitrators shall have no authority or jurisdiction to make any other determination of such amount. The cost of the arbitration (exclusive of each party’s witness and attorneys fees, which shall be paid by such party) shall be borne equally by the parties. If the AAA shall cease to provide arbitration for commercial disputes in Boston, the second or third arbitrator, as the case may be, shall be appointed by any successor organization providing substantially the same services, and in the absence of such an organization, by a court of competent jurisdiction under the arbitration act of The Commonwealth of Massachusetts. (f) If Landlord should delay in giving the notice which begins the valuation procedures of this Section, or if the process should otherwise be delayed for any reason, then all such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the terms and conditions Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Loan ---- Documents Term (and upon Fair Market Rent being established, Tenant shall remain pay the same within twenty (20) days of such determination, retroactively to the beginning of the Extension Term). Each party shall bear the costs of the arbitrator selected by it and shall share equally in full force the costs of the third arbitrator selected in accordance herewith. The parties shall adjust for over or under payments within twenty (20) days after the decision of the arbitrators is announced. (g) Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and effect Tenant shall enter into an amendment of the Lease confirming the extension of the Term and unmodified, except that the Maturity Date shall be the Extended Maturity Datenew rate for Annual Fixed Rent.

Extension Option. (a) Borrower So long as at the time no Default shall have exist, the option Commitment Termination Date may be extended in the manner set forth in this (a) for a period of one year from the "EXTENSION OPTION"), Commitment Termination Date then in effect; provided that the Commitment Termination Date may only be so extended once per year. If the Company wishes to extend the Maturity Date request an extension of the Loan from Commitment Termination Date, the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), Company shall give written notice to that effect to the Payment Administrative Agent not less six months prior to the Commitment Termination Date then in Juneeffect, 2002 (whereupon the "EXTENDED MATURITY DATE"), upon satisfaction of Administrative Agent shall promptly notify each of the following conditions Lenders of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, on or prior to a deadline to be determined by Company and the Administrative Agent (not to be less than fourteen days from the date such notice is provided by the Administrative Agent). If any Lender shall not have responded affirmatively on or prior to such deadline, such Lender shall be deemed to have rejected the Company’s proposal to extend such ▇▇▇▇▇▇’s Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit J hereto (the "EXTENSION CONDITIONS"): (i“Extension Agreement”) Borrower shall have given written notice (an "EXTENSION NOTICE") to duly completed and signed by the Company, the Administrative Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit all of the Lenders that have responded affirmatively. No extension of the Commitments pursuant to this (a) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Original Maturity Date a fee Required Lenders (an "EXTENSION FEE") equal the effectiveness date of any such Extension Agreement, the “Extension Agreement Effective Date”). Notwithstanding anything to the product contrary, the remaining maturity of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered Commitments, after giving effect to any extension pursuant to this Section 2.15, will in no event be extended beyond the Agent such evidence of corporate and limited liability company authorization and other documents relating to date that is five years after the applicable Extension Option as the Agent shall reasonably requireAgreement Effective Date. (b) Borrower may revoke If any Extension Notice by written notice Lender rejects, or is deemed to have rejected, the Company’s proposal to extend such Lender’s Commitment, (A) subject to (B) below, this Agreement shall terminate on the Commitment Termination Date then in effect with respect to such Lender, and the Company shall pay to such Lender on such Commitment Termination Date any amounts due and payable to such Lender on such date without regard to any pro rata prepayment requirements contained elsewhere in this Agreement and (B) the Company may, if it so elects, require any Lender that does not elect to extend its Commitment to assign at par its Commitment in its entirety to one or telephonic notice promptly confirmed in writingmore Eligible Assignees pursuant to Section 9.01(b) which Eligible Assignees will agree to the Agent on behalf extension of the Commitment Termination Date. (c) The Administrative Agent shall promptly notify the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended effectiveness of each extension of the Commitments pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateSection 2.15(a).

Extension Option. Borrower may request that Lender extend (the “Extension Option”) the Stated Maturity Date, for Tranche A only, to March 28, 2024 (the “Tranche A Extended Stated Maturity Date”). Upon receipt of any such request to so extend the Stated Maturity Date for Tranche A, Lender will promptly confirm to Borrower in writing that the Stated Maturity Date will be so extended upon the satisfaction each of the following conditions: (a) Borrower shall have will give Lender its written notice requesting such extension (an “Extension Notice”) not less than 60 days prior to original or then-current Stated Maturity Date, as applicable (i.e., the option then-current Maturity Date without giving effect to the requested extension) (the "EXTENSION OPTION"“Current Maturity Date”); (b) No Event of Default exists at the time such request is made and on the then-current Stated Maturity Date (i.e., the then-current Stated Maturity Date without giving effect to the requested extension), and no more than two Events of Default have occurred before the time that such request is made (including an Event of Default that is continuing at the time that the request is made); (c) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (b) above; and (d) Borrower delivers to Lender an extension fee in the amount of $126,100.00. ​ ​ ​ Additionally, Borrower may request that Lender extend the May 28, 2022 Stated Maturity Date for Tranche B for a period of thirty (30) days to June 28, 2022. Upon receipt of any such request to so extend the Loan from Stated Maturity Date for Tranche B, Lender will promptly confirm to Borrower in writing that the Payment Stated Maturity Date in June, 2001 (for Tranche B only will be so extended upon the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"):conditions: (ie) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent will give Lender its Extension Notice not less than sixty (60) 10 days prior to the Original original Stated Maturity Date of its election to exercise the Extension Optionfor Tranche B, i.e., May 18, 2022; (iif) no Default or No Event of Default shall exists at the time such request is made and on the then-current Stated Maturity Date (i.e., the then-current Stated Maturity Date without giving effect to the requested extension), and no more than two Events of Default have occurred and be before the time that such request is made (including an Event of Default that is continuing on at the Original Maturity Datetime that the request is made); (iiig) Borrower shall have paid delivers to Lender an Officer’s Certificate confirming the Agent for the benefit accuracy of the Lenders on the Original Maturity Date a fee information contained in clause (an "EXTENSION FEE"f) equal to the product of 0.50% and the Principal Indebtednessabove; and (ivh) Borrower shall have delivered delivers to Lender an extension fee for Tranche B in the amount of $25,000.00. If Tranche B is not fully repaid by June 28, 2022, neither Borrower nor Contributor may thereafter prepay Tranche B except in the event Lender has exercised its rights under the Pledge and Security Agreement in accordance with the terms set forth in Section 2.1 above, and then in such event, only to the Agent such evidence of corporate extent distributions are earned and limited liability company authorization and other documents relating paid to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended Lender pursuant to the provisions Pledge and Security Agreement. In the event Tranche B is not repaid by June 28, 2022, Borrower and Lender agree that Tranche B shall be repaid at the conversion event as defined in the Contribution Agreement in the form of Common Limited Units in the SPE Owner’s Member. Borrower and Lender agree that the then-remaining balance shall be repaid in the amount of up to $2,161,250.00 in Common Limited Units, less the amount of any distributions theretofore made to Lender pursuant to the Pledge and Security Agreement. Borrower and Lender hereby agree that the Common Limited Unit payment is a fair and reasonable mechanism for the Tranche B repayment, which accounts for uncertainty in the valuation of private, non-traded ownership rights. With respect to any request by Borrower to extend the Stated Maturity Date pursuant to this SECTION ------- 2.17Section 2.6, then if Borrower is unable to satisfy all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodifiedforegoing conditions within the applicable time frames for each such condition, except that Lender will have no obligation to extend the Stated Maturity Date shall be hereunder. As this Extension Option results in Lender receiving additional interest, and Borrower having additional time to repay the Extended Maturity Dateprincipal and paying additional interest, Borrower and Lender each acknowledge there is sufficient consideration for the Extension Option.

Extension Option. (a) The Borrower shall have the option two options (the "EXTENSION OPTION"), each an “Extension Option”) to extend the Maturity Stated Termination Date of the Loan from the Payment Date in Juneby one year per option, 2001 (the "ORIGINAL MATURITY DATE"), subject to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"):conditions: (i) Borrower the Administrative Agent shall have given received written notice (an "EXTENSION NOTICE") to of the Agent and Collateral Agent extension request at least 30 days, but not less more than sixty (60) days 90 days, prior to the Original Maturity Date of its election to exercise the Extension Optionthen Stated Termination Date; (ii) all of the representations and warranties in the Loan Documents shall be true and true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date of the effectiveness of such extension (or, if such representation or warranty relates to an earlier date, as of such earlier date); (iii) no Default or Event of Default shall have occurred and be continuing on exist, or would immediately result from, such extension of the Original Maturity Stated Termination Date; (iiiiv) each of the REIT Guarantor and any other Loan Parties shall have ratified their obligations under the Loan Documents to which they are parties pursuant to an agreement in form and substance satisfactory to the Administrative Agent; (v) the payment to the Administrative Agent for the ratable benefit of the Revolving Lenders of an extension fee of 0.25% of the Aggregate Revolving Commitment Amount at the time of such extension; (vi) the Borrower shall have paid to the Agent for the benefit all of Administrative Agent’s expenses incurred in respect of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtednessextension, including reasonable attorneys’ fees; and (ivvii) Borrower the Administrative Agent shall have delivered received a certificate signed by a Responsible Officer of the Borrower certifying that each of the conditions set forth in the preceding clauses (i) through (vi) has been satisfied and that the REIT Guarantor and the Borrower are in compliance with all the Financial Covenants both immediately before and immediately after giving effect to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireextension. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to On the Agent on behalf date of the Lenders and to satisfaction of the Collateral Agent on or conditions set forth in Section 2.5(a) (so long as such date is prior to the fifteenth (15th) Business Day prior to Revolving Loan Commitment Termination Date), the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Stated Termination Date shall be the Extended Maturity Dateextended by one calendar year.

Extension Option. Borrower shall have the right to extend the Maturity Date from the Initial Maturity Date to the Extended Maturity Date (the “Option to Extend”), subject to satisfaction of the following conditions: (a) Borrower shall have the option (the "EXTENSION OPTION"), to extend give Administrative Agent written notice of Borrower’s request for an extension of the Maturity Date not earlier than ninety (90) days, nor later than forty-five (45) days, prior to the Initial Maturity Date; (b) As of the Loan from the Payment Date in Junedate of such notice, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each and as of the following conditions Initial Maturity Date, there shall exist no Default or Potential Default (the "EXTENSION CONDITIONS"): (i) provided that Borrower shall have given written notice (an "EXTENSION NOTICE") opportunity to cure such Potential Default prior to the Initial Maturity Date to the extent of applicable cure periods under this Agreement or the applicable Loan Document); (c) At Administrative Agent’s request, Borrower shall have caused to be issued to Lenders, at Borrower’s sole cost and expense, appropriate endorsements to the Title Policy which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension; (d) There shall have been no change in the financial condition of Borrower, or in the condition of the Property from that which existed on the Effective Date, which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect; (e) The Loan-to-Value Percentage of the Property, based upon the latest or (if ordered by Administrative Agent in its reasonable discretion) a new Appraisal commissioned by Administrative Agent at Borrower’s sole cost and Collateral Agent not less than expense and with a valuation date within sixty (60) days prior to of the Original Initial Maturity Date of its election to exercise the Extension OptionDate, shall not exceed forty-three percent (43%); (iif) no Default or Event of Default Borrower shall have occurred provided to Administrative Agent satisfactory evidence (which evidence shall include, without limitation, a detailed current rent roll and be continuing on a current historical operating statement for the Original Property) that the Loan Constant (as of the Initial Maturity Date;) is not less than twelve percent (12%); and (iiig) Borrower shall have paid to the Agent Administrative Agent, for the ratable benefit of the Lenders on the Original Maturity Date a Lenders, an extension fee (in an "EXTENSION FEE") amount equal to one-tenth of one percent (0.10%) of the product Aggregate Commitment as of 0.50% and the Principal Indebtedness; and (iv) Initial Maturity Date. Notwithstanding the foregoing provisions of this Section 2.6, Borrower shall have delivered the right to repay (without paying an Exit Fee) principal outstanding under the Agent Loan in such evidence of corporate and limited liability company authorization and other documents relating amount as may be required to reduce the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) Aggregate Commitment pursuant to the Agent on behalf of the Lenders and this Section 2.6, to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, an amount such that Borrower shall pay the reasonable costs incurred by the Agent is in compliance with subsections (e) and Collateral Agent in connection with the giving (f) above. Any repayment of any Extension Notice and its revocation. If the term of the Loan is extended principal pursuant to this Section 2.6 shall reduce the provisions of Aggregate Commitment dollar for dollar and any sums repaid may not be reborrowed. Except as modified by this SECTION ------- 2.17Option to Extend, then all the terms and conditions of this Agreement and the other Loan ---- Documents shall remain unmodified and in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Dateeffect.”

Extension Option. (a) Borrower shall have the option (the "EXTENSION OPTION"), to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, Provided that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan this Lease is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodifiedfurther provided that Tenant is not then in default, beyond the expiration of any applicable grace periods, under any of the terms, covenants or conditions of the Lease on Tenant's part to be observed or performed, Tenant shall have one option to extend this Lease and the Lease Term for an extended term (the "Extension Term") of five (5) years commencing on the date next following the last day of the original Lease Term and ending, unless sooner terminated pursuant to the terms, covenants or conditions of the Lease or pursuant to law, on the day immediately preceding the fifth (5th) anniversary of the commencement date of the Extension Term. Said option to be exercisable only by written notice given by Tenant to Landlord at least nine (9) months prior to the last day of the original Lease Term. If Tenant exercises such option in accordance with the provisions and limitations of this Paragraph 33, this Lease and the Lease Term shall be extended for such term upon all of the then applicable terms, covenants and conditions contained in this Lease, except that the Maturity Date Base Rent for the entire Extension Term shall be at an annual rate determined as set forth below, it being understood that such Base Rent shall be payable in equal monthly installments, in advance, just as in the Extended Maturity Datecase of the original Lease Term. The Base Rent for the Extension Term shall be at the greater of (i) the Base Rent in effect at the end of the original Lease Term or (ii) ninety-five percent (95%) of the Market Rent, to be determined as follows: Landlord shall provide Tenant with Landlord's written designation of what it believes to be the fair market rental value of the Premises for the Extension Term taking into consideration other similar industrial buildings in the Building's competitive submarket as defined by local commercial real estate brokerage firms, and considering all applicable economic terms and concessions (hereinafter, the "Market Rent"), such written designation to be sent to Tenant within thirty (30) days after receipt by Landlord of notice of Tenant's exercise of its option with respect to the Extension Term. If Tenant disagrees with Landlord's designation of the Market Rent and if the parties are otherwise unable to agree within twenty (20) days after receipt of Landlord's designation, then Tenant may initiate the following arbitration process to determine the Market Rent by sending written notice thereof to the Landlord within fourteen (14) days after the expiration of such twenty (20) day period. If Tenant fails to initiate this arbitration process as aforesaid, time being of the essence, then Landlord's designation of Market Rent (as set forth in Landlord's notice) shall be conclusive. In order to be effective, Tenant's notice to Landlord initiating the arbitration process shall specify the name and address of the person designated to act as an arbitrator on its behalf. Within fourteen (14) days after the designation of Tenant's arbitrator, Landlord shall give notice to Tenant specifying the name and address of the person designated to act as an arbitrator on its behalf. If Landlord fails to notify Tenant of the appointment of its arbitrator within the time above specified, then the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where two arbitrators are appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) days after the second arbitrator is appointed, and if, within fifteen (15) days after the second arbitrator is appointed, the two arbitrators shall not agree upon a determination, they shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within fifteen (15) days after the appointment of the second arbitrator, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any organization successor thereto) in accordance with its rules then prevailing. (b) Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the attorneys fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally. (c) If a third arbitrator is chosen as provided above, then such three arbitrators shall collectively determine the Market Rent and render a written certified report of their determination to both Landlord and Tenant within fifteen (15) days after appointment of the third arbitrator if such third arbitrator is appointed pursuant to this Paragraph 33. (d) Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing and renting of industrial space in industrial buildings in Worcester County, Massachusetts. In addition, the third arbitrator (if any) shall be an independent party not affiliated in any way with either Landlord or Tenant. (e) Each of the three arbitrators shall indicate his view of the Market Rent. The number furthest from the middle number shall be disregarded and the remaining two numbers shall be averaged. The resulting average shall be deemed to be the Market Rent for purposes of this paragraph. Tenant may cancel its exercise of this option to extend the term of this Lease, if Tenant is dissatisfied with the determination of Market Rent through the foregoing arbitration process. In order to cancel its exercise of this option as aforesaid, Tenant must send written notice to Landlord within seven (7) days after the determination by the arbitrators of Market Rent, and in such notice Tenant must state that it is so canceling its exercise of this extension option. (f) Time is of the essence with respect to the exercise of the option contained herein. Tenant shall not have the right to give any notice exercising such option after the expiration of the applicable time limitation set forth herein, and any notice given after such time limitation purporting to exercise such option shall be void and of no force or effect.

Extension Option. (aA) Borrower On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described option to extend and as of the commencement of the Extended Term (i) there exists no monetary or material non-monetary “Event of Default” (defined in Section 15.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for an assignment or subletting permitted without Landlord’s consent under Section 12.2 hereof), Tenant shall have the option (the "EXTENSION OPTION"), right to extend the Maturity Date Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent and tax and operating cost bases, which shall be adjusted during the option period as hereinbelow set forth and except that there shall be no further option to extend) for one (1) period of five (5) years as hereinafter set forth. Such option period is sometimes herein referred to as the “Extended Term.” Notwithstanding any implication to the contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the Loan from exercise by Tenant of any such option. (B) If Tenant desires to exercise said option to extend the Payment Date in JuneTerm, 2001 then Tenant shall give notice (the "ORIGINAL MATURITY DATE"“Extension Term Exercise Notice”) to Landlord, not earlier than twenty one (21) months nor later than eighteen (18) months prior to the expiration of the Original Lease Term, exercising such option to extend. Within thirty (30) days after Landlord’s receipt of the Extension Term Exercise Notice, Landlord shall provide Landlord’s quotation to Tenant of a proposed annual rent for the Extended Term (“Landlord’s Extension Term Rent Quotation”). If at the expiration of thirty (30) days after Tenant’s receipt of Landlord’s Extension Term Rent Quotation (the “Extension Term Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of an annual rental for the Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the Payment Date in Juneright, 2002 for thirty (30) days following the expiration of the Extension Term Negotiation Period, to make a request to Landlord for a broker determination (the "EXTENDED MATURITY DATE"), upon satisfaction of each “Broker Determination”) of the following conditions Prevailing Market Rent (as defined in Exhibit H) for the "EXTENSION CONDITIONS"):Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the Extended Term shall be the greater of (x) the Prevailing Market Rent as determined by the Broker Determination and (y) $32.50 per square foot of the Rentable Floor Area of the Premises. If Tenant does not timely request the Broker Determination, then Tenant shall be deemed to have elected to withdraw its Extension Term Exercise Notice, in which event Tenant’s option to extend shall be deemed null and void and of no further force or effect. (C) Base Taxes (as that term is defined in Section 6.2(f) below) applicable during the Extended Term shall mean Landlord’s Tax Expenses for the then-current fiscal tax year as of the commencement of the Extended Term. Base Operating Expenses (as that term is defined in Section 7.5 below) during the Extended Term shall mean Landlord’s Operating Expenses for the calendar year in which such Extended Term commences. (D) Upon the first to occur of (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent agreement by Landlord and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise Tenant during the Extension Option; Term Negotiation Period on an Annual Fixed Rent for the Extended Term or (ii) the timely request by Tenant for a Broker Determination in accordance with the provisions of subsection (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the Extended Term as determined in the relevant manner set forth in this Section 3.2; and in such event all references herein to the Lease Term or the term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no Default or Event further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall the Lease Term hereof be extended for more than five (5) years after the expiration of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireLease Term hereof. (bE) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf Time is of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection essence with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant respect to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Date.Section 3.2

Extension Option. (a) Borrower shall have the option __________ (the "EXTENSION OPTION"), __) option[s] to extend the Maturity Date Date, [each] for a period of the Loan from the Payment Date in June, 2001 ___________ (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE")____) additional months, upon satisfaction the express condition for the exercise of [each] such extension option that each and all of the following conditions (precedent shall have been fulfilled or complied with to the "EXTENSION CONDITIONS"):complete satisfaction of Lender in its sole and absolute discretion: (i) Borrower shall have given Lender written notice of its intention to extend the Loan, which notice shall be given no earlier than [one hundred twenty (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) 120)] days prior to the Original then stated Maturity Date of its election the Loan, and no later than [sixty (60)] days prior to exercise the Extension Option;then stated Maturity Date of the Loan. (ii) Borrower shall have paid to Lender, at the time the notice required by subsection (a) above is given, an extension fee equal to _____ of the then outstanding balance of the Loan. (iii) The Title Insurance Policy, including all endorsements thereto, shall be endorsed to bring the date of the policy forward to the effective date of the applicable extension option, with no additional title change or exception except for Permitted Encumbrances or other matters approved in writing by ▇▇▇▇▇▇, and with such other endorsements required by ▇▇▇▇▇▇. (iv) Except for changes disclosed to Lender in writing and approved in writing by ▇▇▇▇▇▇ in its sole discretion, the representations and warranties made in ARTICLE IV (Representations and Warranties) shall be true and correct in all material respects on and as of the date of Borrower’s notice to Lender pursuant to clause (a) above and on and as of the effective date of the extension, with the same effect as if made on such dates. (v) No Default or Event of Default shall have occurred and be continuing on the Original Maturity Date;continuing. (iiivi) At the time the notice required by Section 2.4(h)(i) above is given, the Borrower shall have furnished Lender with a Compliance Certificate, containing calculations in reasonable detail evidencing that the [Debt Service Coverage Ratio][Debt Yield] as of the date of such notice is not less than __________________]. (vii) Guarantor shall have affirmed its obligations under the Guaranty Agreement. (viii) There shall have been no Material Adverse Effect. (ix) Borrower shall have paid executed such supplemental documentation as Lender may reasonably require in order to evidence extension of the Maturity Date and to preserve the security of Lender pursuant to the Agent Loan Documents and shall have paid all costs and expenses incurred in connection therewith, including ▇▇▇▇▇▇’s attorneys’ fees. Notwithstanding anything to the contrary contained in the Loan Documents, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Lender shall be under no obligation to advance any undisbursed portion of the Loan during the extension term(s).] [If applicable for the benefit deal, add additional conditions, such as: (i) updated financial statements for ▇▇▇▇▇▇▇▇ and Guarantor, (ii) new Appraisal with ability to re-margin the loan, (iii) achievement of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and leasing hurdles, (iv) Borrower shall have delivered to the Agent such evidence of corporate no further advances during extension (except for Tenant improvements and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requireleasing commissions, if applicable). (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Date.]

Extension Option. (a) Borrower Provided that at the time of exercise there exists no default of LESSEE and this lease is still in full force and effect, LESSEE shall have the right and option to extend the term of this lease for one (1) extended term of four (4) years (the "EXTENSION OPTIONOption Term"), commencing on June 1, 2012 and ending on May 30, 2016. LESSEE shall exercise such option to extend by giving written notice to LESSOR not later than eight (8) months prior to the expiration of the initial term. The giving of such notice by LESSEE shall automatically extend the term of this lease for the Option Term and no instrument of renewal need be executed. In the event that LESSEE fails to give such notice to LESSOR, this lease shall automatically terminate at the end of the initial term and LESSEE shall have no further option to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then lease. The Option Term shall be on all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, this lease except that the Maturity Date base rent shall be as determined pursuant to this Section K. If LESSEE exercised the extension option, LESSOR and LESSEE shall attempt to agree upon the Current Market Rental Rate using their best good-faith efforts. If LESSOR and LESSEE fail to reach an agreement within sixty (60) days following LESSEE's exercise of such extension option, then LESSEE shall have the right to rescind LESSEE's exercise of the extension option by written notice to LESSOR, in which event the lease shall terminate upon the end of the initial term. If no agreement is reached and LESSEE does not elect to rescind the extension option, then the annual base rent shall be the Extended Maturity Date.average annual rental rate of other leases with similar financial terms for comparable lab space, of comparable size and layout in comparable buildings in the local market area (which shall be defined as the area bounded by ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ and the Massachusetts Turnpike, including the entire area of any municipality intersected by one of these highways), entered into during the twelve (12) month period immediately preceding the commencement of the Option Term. LESSEE shall continue to pay the then current rental rate upon commencement of the Option Term until such new annual base rent is determined, whereupon any such payments shall be adjusted retroactively to account for the new rent. _______________ LESSOR _______________ LESSEE RIDER TO LEASE (CONTINUED)

Extension Option. (a) Upon satisfaction of the Extension Conditions, Borrower shall have the option (the "EXTENSION OPTION"), to extend the Initial Maturity Date of the Loan from for two (2) successive terms of one year each (each such option, an “Extension Option” and each successive term, an “Extended Term”). During each Extended Term and except for any time when the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), Default Rate is applicable pursuant to the Payment Date in Juneterms of this Agreement, 2002 the Loan (including any amounts added to principal under the "EXTENDED MATURITY DATE")Loan Documents) shall bear interest at the Interest Rate. In connection with (and as a condition to) the exercise by Borrower of an Extension Option, upon satisfaction of Borrower must satisfy each of the following conditions (collectively, the "EXTENSION CONDITIONS"“Extension Conditions”): (i) Borrower shall have given provide Administrative Agent with written notice (an "EXTENSION NOTICE"the “Extension Notice”) of its intent to the Agent and Collateral Agent exercise such Extension Option not less later than sixty (60) days and not earlier than ninety (90) days, prior to the Original then-applicable Maturity Date of its election to exercise the Extension OptionDate, TIME BEING OF THE ESSENCE; (ii) no No Event of Default or Potential Event of Default shall have occurred exist as of the date of the applicable Extension Notice and be continuing on the Original Maturity Datefirst day of the applicable Extended Term; (iii) Borrower shall have paid to the pay Administrative Agent (for the benefit of Lender) the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal applicable Extension Fee prior to the product first day of 0.50% and the Principal Indebtednessapplicable Extended Term, which Extension Fee shall be earned by Lender as of the date of the applicable Extension Notice; provided, however, if Borrower does not fully satisfy the Extension Conditions, no Extension Fee shall be payable, although Borrower shall remain liable for the payment of the costs set forth in clause (xii) below; (iv) Intentionally omitted; and (ivv) Borrower shall have delivered to the Agent such evidence of corporate pay all reasonable out-of-pocket costs and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs expenses incurred by the Administrative Agent and Collateral Agent Lender in connection with the giving of any Extension Notice and Borrower exercising its revocation. If the term of the Loan is extended pursuant to the provisions of rights under this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity DateSection 2.4(b).

Extension Option. (a) The Borrower may, by notice to the Administrative Agent (which shall have promptly notify the option Lenders) not more than 60 days and not less than 30 days prior to any two anniversaries of the Closing Date (the "EXTENSION OPTION"each such anniversary, an “Anniversary Date”), to request that the Lenders extend the Maturity Date of the Loan applicable to their Revolving Commitments for an additional one-year period from the Payment Maturity Date then in June, 2001 effect hereunder (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original “Existing Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require”). (b) Borrower may revoke any Extension Notice Each such Lender, acting in its sole discretion, shall, by written notice (or telephonic notice promptly confirmed in writing) to the Borrower and the Administrative Agent given no later than the date (herein, the “Consent Date”) that is 20 days after the date of the extension request (or, if such date is not a Business Day, the next succeeding Business Day), advise the Borrower and the Administrative Agent whether or not such ▇▇▇▇▇▇ agrees to such extension; provided that each Lender that determines not to so extend the Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not so advise the Borrower on behalf or before the Consent Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (c) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.19 no later than the date 25 days after the date of the extension request (or, if such date is not a Business Day, on the next preceding Business Day). (d) If and only if the total of the Revolving Commitments of the Lenders and that have agreed to extend their Maturity Date (after giving effect to any Lenders that agree to become Lenders in connection with any extension pursuant to this Section 2.19) shall be more than 50% of the Collateral Agent on or aggregate Revolving Commitments in effect immediately prior to the fifteenth (15th) Business Day prior to the Original Maturity applicable Anniversary Date; PROVIDED, HOWEVERthen, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving effective as of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17such Anniversary Date, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date of each extending Lender shall be extended automatically, without any other action by any Person, to the Extended date that is one year after the Existing Maturity Date, provided that, on the Consent Date, the conditions set forth in Section 4.02 are satisfied. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Date pursuant to this Section 2.19.

Extension Option. Sublandlord hereby grants to Subtenant the option to extend the Sublease Term for one (a1) Borrower additional term of Forty Eight (48) months, expiring on April 30, 2015, or on such earlier date upon which said term may expire or be cancelled or terminated pursuant to any of the provisions of this Sublease (the “Extension Term”), upon and subject to the following terms and conditions: (i) The Extension Term shall have commence on the day next succeeding the Expiration Date of the initial Sublease Term. (ii) Subtenant shall exercise such option as to the Extension Term by giving written notice of exercise of the option (the "EXTENSION OPTION"), “Extension Notice”) to extend Sublandlord at least twelve (12) months but no more than eighteen (18) months before the Maturity Date first day of the Loan from the Payment Date in JuneExtension Term, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each time being of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date;essence. (iii) Borrower shall have paid to Upon the Agent for the benefit date of delivery of the Lenders Extension Notice and on the Original Maturity Expiration Date a fee (an "EXTENSION FEE") equal to of the product initial Sublease Term, no Event of 0.50% and the Principal Indebtedness; andDefault by Subtenant shall exist. (iv) Borrower shall have delivered If Subtenant elects to extend the Agent such evidence of corporate and limited liability company authorization and other documents relating to Sublease Term for the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDEDTerm, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to all the provisions of this SECTION ------- 2.17, then all Sublease shall be applicable during such Extension Term except that: (1) Subtenant shall have no further right to extend the terms and conditions Sublease Term beyond the expiration of the Loan ---- Documents shall remain Extension Term; (2) Effective as of the commencement of the Extension Term, the Fixed Rent in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity fair market rental for the fully built-out Sublease Premises for the Extension Term (including annual increases therein), as determined by Sublandlord in good faith; provided that such fair market rental for the Extension Term shall not be less than [**] Dollars ($[**]) per rentable square foot on a triple net basis; provided, further, if Subtenant shall disagree with Sublandlord’s determination of the fair market rental, then the same shall be determined pursuant to Exhibit Y attached hereto. If Subtenant timely exercises the aforesaid extension option as provided herein, “Sublease Term” shall be deemed to mean the initial Sublease Term plus the Extension Term and the “Expiration Date” shall be deemed to mean the final day of the Extension Term.

Extension Option. Borrower shall have an option to extend the term of this Agreement (the “Option to Extend”) for an additional period of six (6) months from the Initial Maturity Date (the “Extended Maturity Date”) by giving written notice of such extension to Lender at least thirty (30) days prior to Initial Maturity Date, provided that each of the following must be satisfied as a condition to such extension: (a) no Default exists at the time such request is made and on the Initial Maturity Date; (b) Borrower delivers to Lender an officer’s certificate confirming the accuracy of the information contained in clause (a) above and clause (e) below, at the time such request is made and on the Initial Maturity Date; (c) Borrower shall pay to Lender on or before the Initial Maturity Date an extension fee in an amount equal to one percent (1%) of the then Outstanding Principal Balance of the Loan; (d) the Highland Park Tenant shall be not be in default in its obligations to pay Rent pursuant to the Highland Park Lease; (e) the Highland Park Tenant its successor or assign shall have entered in to a renewal of the option DHS Services Agreement; (f) any and all representations and warranties provided for in any and all of the "EXTENSION OPTION"Loan Documents are true and accurate in all material respects at the time of the delivery of the notice of extension and on the first day of the Extension Term (except for those representations and warranties which no longer can be true due to the passage of time); (g) Borrower pays in cash all reasonable costs and expenses, including legal fees, incurred by Lender or otherwise involved in extending the term of this Agreement; and (h) at Lender’s option, the extension of the term of this Agreement shall be evidenced by an extension or renewal of or amendment to the Note and/or this Agreement or by the execution of a new note or such other documents as Lender may reasonably request in furtherance of such purpose. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date of the Loan from the Payment Date in June, 2001 (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably requirehereunder. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date shall be the Extended Maturity Date.

Extension Option. (a) Borrower shall have the option (the "EXTENSION OPTION"), to extend the Scheduled Maturity Date of to the Loan from the Payment Extended Maturity Date in June, 2001 (the "ORIGINAL MATURITY DATE"“Extension Option”), . Borrower’s right to exercise the Extension Option shall be subject to the Payment Date in June, 2002 (the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following conditions , if (and only if) each of the "EXTENSION CONDITIONS"):following conditions (“Extension Conditions”) have been satisfied within the applicable time periods: (i) Borrower shall have given delivered to Administrative Agent written notice (an "EXTENSION NOTICE"the “Extension Notice”) of Borrower’s decision to extend the Agent and Collateral Agent not less than Scheduled Maturity Date pursuant to this Section at least sixty (60) days but not more than ninety (90) days prior to the Original Scheduled Maturity Date of Date. The Extension Notice, upon its election delivery to exercise the Extension OptionAdministrative Agent, shall be irrevocable; (ii) no Default or No Event of Default shall have occurred and no Unmatured Default shall have occurred and be continuing (i) at the time Borrower gives the Extension Notice and (ii) on the Original Scheduled Maturity Date, and on the Scheduled Maturity Date Borrower shall have delivered to Administrative Agent an Officer’s Certificate to that effect; (iii) On or before the Scheduled Maturity Date, Borrower shall have paid or provided Administrative Agent sufficient funds for the payment of all Loan Expenses incurred by each Lender in connection with the Extension Option; (iv) Intentionally Omitted; (v) Each representation and warranty made in the Loan Documents by a Loan Party shall continue to be true and correct as if remade on the Scheduled Maturity Date, and on the Scheduled Maturity Date, Borrower shall have delivered an Officer’s Certificate to that effect; (vi) If required by Administrative Agent, on or before the Scheduled Maturity Date, Borrower shall obtain and deliver to Administrative Agent an interest rate protection agreement in a form and from a counterparty acceptable to Administrative Agent in its sole discretion and shall be effective for the period commencing on the day immediately following the Scheduled Maturity Date and ending on the Extended Maturity Date; (iiivii) If an interest rate protection agreement is required pursuant to clause (vi) above, Borrower shall have paid deliver a counterparty legal opinion in form and substance acceptable to Administrative Agent and from counsel acceptable to Administrative Agent with respect to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; andinterest rate protection agreement; (ivviii) On or before the Scheduled Maturity Date, Borrower shall have delivered to the Administrative Agent such evidence of corporate and limited liability company authorization and other documents relating UCC Searches, with a search date not more than 30 days prior to the Extension Option as Scheduled Maturity Date, confirming the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed filing of the Financing Statements in writing) to the favor of Administrative Agent on behalf of each Lender, and disclosing no other security interests, liens, encumbrances, judgments, filed actions or bankruptcy filings by or against any of the Lenders and SHP Subsidiaries, Borrower or Guarantor with respect to the Collateral other than the Permitted Exceptions; (ix) On or before the Scheduled Maturity Date, Borrower shall have delivered to Administrative Agent on or a Borrower Estoppel Certificate in form and substance acceptable to Administrative Agent with an effective date not more than 5 days prior to the fifteenth (15th) Business Day prior to the Original Scheduled Maturity Date; PROVIDED; (x) On or before the Scheduled Maturity Date, HOWEVER, that Borrower shall prepay the Loan by at least Ten Million Dollars ($10,000,000) (the “Minimum Principal Amortization”); provided however that the Minimum Principal Amortization shall be reduced by an amount equal to fifteen (15%) percent of the aggregate amount of all reductions of the total outstanding Senior Loan principal balance made on or after March 6, 2010 excluding any pay down of the reasonable costs incurred by the Agent and Collateral Agent Senior Loan in connection with the giving Transfer of any Extension Notice and its revocationa Property. If Proceeds from the term Transfer of a Property which are used to pay down the Loan are considered a prepayment of the Loan. For the avoidance of doubt, any reduction in Senior Loan is extended pursuant principal balance or in the Minimum Principal Amortization amount does not reduce the amount of the Debt; (xi) On or before the Scheduled Maturity Date, each Loan Party shall have delivered to Administrative Agent its most current certified financial statement showing no Material Adverse Change from those delivered to Administrative Agent or any Lender prior to the provisions date hereof and a certification from such Loan Party that since the date of such statement there has been no Material Adverse Change; (xii) On or before the Scheduled Maturity Date, the Properties shall have a Debt Service Coverage Ratio of at least 1.15 to 1.00. The debt Service Coverage Ratio, for purposes of this SECTION ------- 2.17Section 1.7 only, then all shall be measured using financial results for the most recent period available on or before the Scheduled Maturity Date; In the event that any of the foregoing Extension Conditions is not satisfied strictly in accordance with the terms hereof or waived by the Requisite Lenders (or in the case if (ii) and conditions of (iii), each Lender) in writing, the Extension Option shall be null and void, and the Loan ---- Documents shall remain in full force and effect and unmodified, except that mature on the Maturity Date shall be the Extended Scheduled Maturity Date.

Extension Option. Landlord hereby grants to Tenant one (a1) Borrower shall have the option (the "EXTENSION OPTION"), to extend (“Option to Extend”) the Maturity Date Term of the Loan from the Payment Date in June, 2001 this Lease for an additional five (the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 5) year term (the "EXTENDED MATURITY DATE"“Option Term”), upon satisfaction each and all of each of the following conditions (the "EXTENSION CONDITIONS"): (i) Borrower shall have given written notice (an "EXTENSION NOTICE") to the Agent and Collateral Agent not less than sixty (60) days prior to the Original Maturity Date of its election to exercise the Extension Option; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date; (iii) Borrower shall have paid to the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of this Lease as amended below; provided, however, that no Event of Default has occurred and is then continuing hereunder on the Loan ---- Documents date of exercise of the Option to Extend. Tenant shall remain (a) give to Landlord written notice (“Extension Notice”) on or prior to twelve (12) months before expiration of the then current Term of the exercise of the Option to Extend for an Option Term, time being of the essence, and (b) simultaneously with the Extension Notice, pay to Landlord an amount equal to Twelve Million and No/100 Dollars ($12,000,000.00) (the “Extension Payment”). If Tenant fails to make the Extension Payment, Tenant will be deemed to have failed to give an Extension Notice. The Term, as defined in full force Paragraph 2 hereof, shall also include the Option to Extend properly exercised hereunder. If notice of exercise of any Option to Extend is not timely given, Tenant may not give another notice of exercise of an Option to Extend, and effect Tenant shall have no right to extend the Term. The rent for the each Option Term shall consist of Base Rent, Project Expenses pursuant to Paragraph 5, and unmodifiedany other charges under this Lease. Base Rent during the first (1st) Lease Year of the Option Term shall equal the greater of (a) the Fair Market Rental Rate and (b) one hundred three percent (103%) of the Base Rent applicable during the immediately preceding Lease Year. The Base Rent during the Option Term shall increase by three percent (3%) each Lease Year. The Option to Extend is personal to Tenant (except to any assignee approved in writing by ▇▇▇▇▇▇, except that the Maturity Date shall or to any Permitted Transferee) and may not be the Extended Maturity Dateassigned without Landlord’s written consent which may be withheld in its sole discretion.