Common use of Extension Right Clause in Contracts

Extension Right. A. Tenant shall have the right (the "Extension Right") to extend the Term for three (3) periods of five (5) years following the expiration of the Term (the "Extension Period") on the condition that: (1) Tenant shall exercise the Extension Right by giving Landlord written notice (the "Extension Notice") of Tenant's election to extend at least six (6) months prior to the commencement of the applicable Extension Period (an "Extension Period"), and there exists no event of default under the Lease; and (2) if the Extension Right is exercised by Tenant as set forth in Subsection 33.A(l) hereof, the Extension Period shall commence on the expiration of the Tenth (10th) Year or the Fifth (5th) Year of the prior Extension Period; and (3) all terms and conditions of the Lease, including those containing the right and remedy of Landlord to confess judgment for possession, shall be applicable during the Extension Periods except that Minimum Rent for the Extension Periods shall be determined as provided in Section 33.B hereof. B. If the Tenant exercises the Extension Right as provided in this Section 33, then during each Extension Period the Minimum Rent shall be equal to the product of the "Fair Rental Value" (hereinafter defined) on a square footage basis multiplied by the then square footage of the Premises (exclusive of any Storage Space). "Fair Rental Value" means what Landlord and Tenant agree to be the fair rental value of the Premises during the subject Extension Period taking into consideration (i) prevailing rental market conditions (including concessions such as "free rent" and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact that Tenant would remain in occupancy of the Premises (e.g., no "down time" or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum and Taxes (i.e., Subsections ▇.▇(2) and l.L(2)] to the most recent calendar year prior to the commencement of the subject Extension Period. If Landlord and Tenant are unable to agree on the Minimum Rent for the Extension Period within thirty (30) days after Tenant gives Landlord the Extension Notice, the Minimum Rent for the Extension Period shall be determined by appraisal as hereinafter set forth; provided that Tenant shall have the right to revoke its exercise of the Extension Right for the Extension Period by written notice to Landlord at any time during such thirty (30) day period and, in which event, the Term shall expire on the expiration date of the Term. In the event the Minimum Rent for the Extension Period is required to be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one (1) real estate appraiser (MAI or equivalent) located in the) City of Philadelphia to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) located in the City of Philadelphia to determine such Fair Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiser, the third appraiser shall be selected by the President of the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and Tenant, and the Minimum Rent during the Extension Period shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent for the Extension Period has not been determined pursuant to this Section 33.B prior to the commencement of the Extension Period, Tenant shall continue to pay Landlord the rent payable for the Premises pursuant to this Lease for the Year immediately preceding until the Minimum Rent for the Extension Period is determined. The Minimum Rent for the Extension Period shall be payable retro-actively from the commencement of the Extension Period notwithstanding the fact that the Minimum Rent for the Extension Period may not be determined as of that time. Within thirty (30) days after the determination is made and Tenant has received notice thereof [or, if later, on or before the first day of the month following the end of the thirty (30) day period] Tenant shall pay to Landlord, if the Minimum Rent for the Extension Period is determined to be higher than that payable during the preceding Year, the amount of the difference; but if the same is lower, the amount of the resulting overpayment in the interim shall be credited against the next succeeding installments of Minimum Rent payable by Tenant.

Extension Right. A. On the conditions, which conditions Landlord may waive, at its election, by written notice to Tenant at any time, that Tenant is not in default of its covenants and obligations under the Lease beyond and applicable notice and cure period, both as of the time of option exercise described herein and as of the commencement of the hereinafter described additional term, Tenant shall have the right (the "Extension Right") option to extend the Term of the Lease for one (1) period of three (3) periods of five (5) years following the expiration of the Term (the "Extension Period") commencing on the condition that: (February 1) , 2027 through and including January 31, 2030. Tenant shall may exercise the Extension Right such option to extend by giving Landlord written notice (on or before November 30, 2018. Upon the "Extension Notice") timely giving of Tenant's election to extend at least six (6) months prior to such notice, the commencement Term of the applicable Extension Period (an "Extension Period"), and there exists no event of default under the Lease; and (2) if the Extension Right is exercised by Tenant as set forth in Subsection 33.A(l) hereof, the Extension Period Lease shall commence on the expiration be deemed extended upon all of the Tenth (10th) Year or the Fifth (5th) Year of the prior Extension Period; and (3) all terms and conditions of the Lease, including those containing the right and remedy of Landlord to confess judgment for possession, shall be applicable during the Extension Periods except that Minimum Landlord shall have no obligation to construct or renovate the Premises, or provide any additional allowance or credit therefor, and that Basic Rent for the Extension Periods entire Premises during such additional term shall be determined calculated based on the Basic Rent rate per rentable square foot of Premises as provided in Section 33.B hereof. B. shown on Exhibit H attached hereto. If the Tenant exercises the Extension Right as provided in this Section 33fails to timely exercise its rights hereunder, then during each Extension Period the Minimum Rent shall be equal to the product of the "Fair Rental Value" within ten (hereinafter defined) on a square footage basis multiplied by the then square footage of the Premises (exclusive of any Storage Space). "Fair Rental Value" means what Landlord and Tenant agree to be the fair rental value of the Premises during the subject Extension Period taking into consideration (i) prevailing rental market conditions (including concessions such as "free rent" and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact that Tenant would remain in occupancy of the Premises (e.g., no "down time" or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum and Taxes (i.e., Subsections ▇.▇(2) and l.L(2)] to the most recent calendar year prior to the commencement of the subject Extension Period. If Landlord and Tenant are unable to agree on the Minimum Rent for the Extension Period within thirty (3010) days after Tenant gives Landlord the Extension Notice, the Minimum Rent for the Extension Period shall be determined by appraisal as hereinafter set forth; provided that Tenant shall have the right to revoke its exercise of the Extension Right for the Extension Period by Landlord’s written notice to Landlord at any time during such thirty (30) day period and, in which event, the Term shall expire on the expiration date of the Term. In the event the Minimum Rent for the Extension Period is required to be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one (1) real estate appraiser (MAI or equivalent) located in the) City of Philadelphia to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) located in the City of Philadelphia to determine such Fair Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiser, the third appraiser shall be selected by the President of the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and Tenant, and the Minimum Rent during the Extension Period shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent for the Extension Period has not been determined pursuant to this Section 33.B prior to the commencement of the Extension Periodrequest therefor, Tenant shall continue execute and deliver to pay Landlord a certification, in recordable form, confirming the rent payable for Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. Tenant’s Renewal Option as outlined in the Lease as Exhibit J remains in full force and effect and is hereby expanded to include the applicable Expansion Premises, as and to the extent same is included within the Premises pursuant as provided herein. For the avoidance of doubt, in the event that Tenant exercises its option to this Lease for extend the Year immediately preceding until the Minimum Rent for the Extension Period is determined. The Minimum Rent for the Extension Period shall be payable retro-actively from the commencement Term of the Extension Period notwithstanding Lease in accordance with this Section 10, Tenant’s Renewal Option as outlined in the fact that the Minimum Rent for the Extension Period may not be determined Lease as of that time. Within thirty (30) days after the determination is made and Tenant has received notice thereof [or, if later, on or before the first day of the month following Exhibit J shall apply at the end of the thirty Term as extended hereby; provided, however, that such Exhibit J is hereby amended as follows: a. The phrase “Tenant is occupying the entire Premises” in the first line of the first textual paragraph of Exhibit J is hereby deleted and replaced with the following phrase: “Tenant itself, or a Permitted Transferee, is occupying at least fifty percent (3050%) day period] Tenant all of the Premises then demised to Tenant”; b. The sentence “In no event shall pay to Landlord, if the Minimum Basic Rent payable for each month of the extended Term be less than the Basic Rent for the Extension Period last twelve (12) months of the initial Term of the Lease.” is determined hereby deleted in its entirety; c. The time limit for Tenant to respond to Landlord’s determination of the Prevailing Rental Rate shall be higher than that payable during the preceding Yearextended from “ten (10) days” to “fifteen (15) days”; d. For avoidance of doubt, the amount language “pursuant to Section 10.G” in Subsection (2) of the differencelast textual paragraph of Exhibit J shall be deemed to mean Section 10.G as amended by this Eighth Amendment (e.g., to include the expanded definition of Permitted Transferee); but if the same is lower, the amount and e. Subsection (4) of the resulting overpayment in last textual paragraph of Exhibit J is hereby deleted and the interim shall be credited against the next succeeding installments of Minimum Rent payable by Tenantword “or” is hereby moved to between Subsection (2) and (3).

Extension Right. A. Tenant shall have the right (the "“First Extension Right"”) to extend the Term term of this Lease for three (3) periods a period of five (5) 3 years following the expiration of the Term (the "“First Extension Period"Term”), and, if the First Extension Right has been exercised, Tenant shall have the additional right (the “Second Extension Right;” the First Extension Right and the Second Extension Right may be collectively referred to herein as the “Extension Rights” or individually as an “Extension Right”) to extend the term for an additional period of 1 year (the “Second Extension Term”) on the condition that: same terms and conditions as this Lease (1other than Base Rent) Tenant shall exercise the Extension Right by giving Landlord written notice (the "Extension Notice") of Tenant's its election to extend exercise each Extension Right at least six (6) 12 months prior to the commencement expiration of the applicable Extension Period (an "Extension Period"), and there exists no event Base Term of default under the Lease; and (2) if the Extension Right is exercised by Tenant as set forth in Subsection 33.A(l) hereof, the Extension Period shall commence on Lease or the expiration of the Tenth (10th) Year or First Extension Term, as applicable. Upon the Fifth (5th) Year commencement of the prior an Extension Period; and (3) all terms and conditions of the LeaseTerm, including those containing the right and remedy of Landlord to confess judgment for possession, shall be applicable during the Extension Periods except that Minimum Rent for the Extension Periods shall be determined as provided in Section 33.B hereof. B. If the Tenant exercises the Extension Right as provided in this Section 33, then during each Extension Period the Minimum Base Rent shall be equal to payable at the product of the "Fair Rental Value" Market Rate (hereinafter defined) on a square footage basis multiplied by the then square footage of the Premises (exclusive of any Storage Spaceas defined below). "Fair Rental Value" means what Landlord and Tenant agree to Base Rent shall thereafter be the fair rental value adjusted on each annual anniversary of the Premises during the subject Extension Period taking into consideration (i) prevailing rental market conditions (including concessions such as "free rent" and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact that Tenant would remain in occupancy of the Premises (e.g., no "down time" or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum and Taxes (i.e., Subsections ▇.▇(2) and l.L(2)] to the most recent calendar year prior to the commencement of such Extension Term by a percentage as determined by Landlord and agreed to by Tenant at the subject time the Market Rate is determined. As used herein, “Market Rate” shall mean the then market rental rate as determined by Landlord and agreed to by Tenant, which shall in no event be less than the Base Rent payable as of the date immediately preceding the commencement of such Extension PeriodTerm increased by the Rent Adjustment Percentage multiplied by such Base Rent. If In addition, Landlord may impose a market rent for the parking rights provided hereunder. Notwithstanding anything to the contrary contained in this Lease, Tenant’s Extension Rights granted above may only be exercised if the term of that certain Lease Agreement dated as of April 6, 2000 (as amended and assigned, the “Suite 650 Lease”), to which Landlord and Tenant are unable now parties, and which covers Suites 640 and 650 in the Building, shall be concurrently extended pursuant to agree Section 40 of the Suite 650 Lease so that both this Lease and the Suite 650 Lease expire on the Minimum Rent for same date. Accordingly, if the Extension Period within thirty (30) days after Tenant gives Landlord term of the Extension NoticeSuite 650 Lease is not extended pursuant to Section 40 of the Suite 650 Lease, the Minimum Rent for the Extension Period shall be determined by appraisal as hereinafter set forth; provided that Tenant shall have the no right to revoke its exercise extend the term of this Lease pursuant to Section 40 of this Lease. If, on or before the date which is 120 days prior to the expiration of the Base Term of this Lease or the expiration of the First Extension Right for Term, as applicable, Tenant has not agreed with Landlord’s determination of the Market Rate and the rent escalations during such subsequent Extension Period Term after negotiating in good faith, Tenant may by written notice to Landlord at any time during such thirty (30) day period and, in which event, the Term shall expire on the expiration date of the Term. In the event the Minimum Rent for the Extension Period is required to be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one (1) real estate appraiser (MAI or equivalent) located in the) City of Philadelphia to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) located in the City of Philadelphia to determine such Fair Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiser, the third appraiser shall be selected by the President of the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and Tenant, and the Minimum Rent during the Extension Period shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent for the Extension Period has not been determined pursuant to this Section 33.B later than 20 days prior to the commencement expiration of the Base Term of this Lease or the expiration of the First Extension PeriodTerm, as applicable, elect arbitration as described in Section 40(b) below. If Tenant does not elect such arbitration, Tenant shall continue be deemed to pay Landlord have waived any right to extend the rent payable for term of the Premises pursuant to this Lease for the Year immediately preceding until the Minimum Rent for and the Extension Period is determined. The Minimum Rent for the Extension Period Rights shall be payable retro-actively from the commencement of the Extension Period notwithstanding the fact that the Minimum Rent for the Extension Period may not be determined as of that time. Within thirty (30) days after the determination is made and Tenant has received notice thereof [or, if later, on or before the first day of the month following the end of the thirty (30) day period] Tenant shall pay to Landlord, if the Minimum Rent for the Extension Period is determined to be higher than that payable during the preceding Year, the amount of the difference; but if the same is lower, the amount of the resulting overpayment in the interim shall be credited against the next succeeding installments of Minimum Rent payable by Tenantterminate.

Extension Right. A. Tenant shall have the right (the "Extension RightEXTENSION RIGHT") to extend the Term term of this Lease for three 3 years (3) periods of five (5) years following the expiration of the Term (the "Extension PeriodEXTENSION TERM") on the condition that: (1) Tenant shall exercise the Extension Right same terms and conditions as this Lease by giving Landlord written notice (the "Extension Notice") of Tenant's its election to extend exercise the Extension Right at least six (6) months prior to the expiration of the initial Term of the Lease. During the Extension Term, Base Rent shall be payable at the greater of: (i) the Market Rate (as defined below), and (ii) 104% of the Base Rent payable during the month immediately preceding the commencement of the applicable Extension Period (an Term. Base Rent shall be increased on each annual anniversary of the commencement of such Extension Term by 4% of the Base Rent payable during the last month of the immediately preceding Lease Year. As used herein, "Extension Period")MARKET RATE" shall mean the then triple net market rental rate as determined by Landlord and agreed to by Tenant, and there exists which shall in no event be less than the Base Rent payable as of default under the Lease; and (2) if date immediately preceding the commencement of such Extension Right Term increased by the Rent Adjustment Percentage multiplied by such Base Rent. In addition, to the extent not included in the Market Rate for the Premises, Landlord may impose a market rent for the parking rights provided hereunder. If, on or before the date which is exercised by Tenant as set forth in Subsection 33.A(l) hereof, the Extension Period shall commence on 120 days prior to the expiration of the Tenth (10th) Year or the Fifth (5th) Year initial Term of this Lease, Tenant has not agreed with Landlord's determination of the prior Market Rate and the rent escalations during such subsequent Extension Period; and (3) all terms and conditions of the LeaseTerm after negotiating in good faith, including those containing the right and remedy of Landlord to confess judgment for possession, shall be applicable during the Extension Periods except that Minimum Rent for the Extension Periods shall be determined as provided in Section 33.B hereof. B. If the Tenant exercises the Extension Right as provided in this Section 33, then during each Extension Period the Minimum Rent shall be equal to the product of the "Fair Rental Value" (hereinafter defined) on a square footage basis multiplied by the then square footage of the Premises (exclusive of any Storage Space). "Fair Rental Value" means what Landlord and Tenant agree to be the fair rental value of the Premises during the subject Extension Period taking into consideration (i) prevailing rental market conditions (including concessions such as "free rent" and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact that Tenant would remain in occupancy of the Premises (e.g., no "down time" or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum and Taxes (i.e., Subsections ▇.▇(2) and l.L(2)] to the most recent calendar year prior to the commencement of the subject Extension Period. If Landlord and Tenant are unable to agree on the Minimum Rent for the Extension Period within thirty (30) days after Tenant gives Landlord the Extension Notice, the Minimum Rent for the Extension Period shall be determined by appraisal as hereinafter set forth; provided that Tenant shall have the right to revoke its exercise of the Extension Right for the Extension Period may by written notice to Landlord at elect arbitration as described in Section 39(b) below. If Tenant does not elect such arbitration, Tenant shall be deemed to have waived any time during such thirty (30) day period andright to extend, in which eventor further extend, the Term shall expire on the expiration date of the Term. In the event the Minimum Rent for the Extension Period is required to be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one (1) real estate appraiser (MAI or equivalent) located in the) City of Philadelphia to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) located in the City of Philadelphia to determine such Fair Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiser, the third appraiser shall be selected by the President of the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and Tenant, and the Minimum Rent during the Extension Period shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent for the Extension Period has not been determined pursuant to this Section 33.B prior to the commencement of the Extension Period, Tenant shall continue to pay Landlord the rent payable for the Premises pursuant to this Lease for the Year immediately preceding until the Minimum Rent for the Extension Period is determined. The Minimum Rent for the Extension Period shall be payable retro-actively from the commencement of the Extension Period notwithstanding the fact that the Minimum Rent for the Extension Period may not be determined as of that time. Within thirty (30) days after the determination is made and Tenant has received notice thereof [or, if later, on or before the first day of the month following the end of the thirty (30) day period] Tenant shall pay to Landlord, if the Minimum Rent for the Extension Period is determined to be higher than that payable during the preceding Year, the amount of the difference; but if the same is lower, the amount of the resulting overpayment in the interim shall be credited against the next succeeding installments of Minimum Rent payable by TenantLease.

Extension Right. A. If Tenant is not in default (following any --------------- applicable cure or grace period) of any term or provision of this Lease and has not assigned this Lease (other than to an entity as described in Section 14.1G) or sublet more than fifty percent (50%) of the Premises or agreed to do so in the future, Tenant shall have the right two (2) options (the "Extension RightOptions") to extend the Lease Term with respect to the entirety of the Premises each for three (3) periods an additional period of five (5) years following commencing when the expiration of the then-existing Lease Term expires (the "Extension Period") on ), solely in accordance with the condition thatterms of this section, and subject to the following conditions: (1i) Tenant Each Extension Option shall exercise the Extension Right be exercised, if at all, by giving Landlord written notice of exercise delivered to Landlord by Tenant not more than fifteen (the "Extension Notice"15) of Tenant's election to extend at least six months nor less than twelve (612) months prior to the expiration of the then-existing Lease Term. (ii) Tenant shall accept the Premises on an "AS-IS" basis. (iii) Anything herein to the contrary notwithstanding, if Tenant is in default (following any applicable cure or grace period) under any of the terms, covenants or conditions of this Lease, either at the time Tenant exercises the applicable Extension Option or at any time thereafter prior to or upon the commencement date of the applicable Extension Period (an "Period, Landlord shall have, in addition to all of Landlord's other rights and remedies provided in this Lease, the right to terminate the applicable Extension Period"), and there exists no event of default under the Lease; andOption upon notice to Tenant. (2iv) if Tenant may not exercise the second Extension Right is Option (a) unless the first Extension Option was properly exercised by Tenant as set forth in Subsection 33.A(land (b) hereof, the Extension Period shall commence on until fifteen (15) months prior to the expiration of the Tenth (10th) Year or the Fifth (5th) Year of the prior Extension Period; and (3) all terms and conditions of the LeaseLease Term, including those containing the right and remedy of Landlord to confess judgment for possession, shall be applicable during the Extension Periods except that Minimum Rent for the Extension Periods shall be determined as provided in Section 33.B hereof. B. If the Tenant exercises the Extension Right as provided in this Section 33, then during each Extension Period the Minimum Rent shall be equal to the product of the "Fair Rental Value" (hereinafter defined) on a square footage basis multiplied extended by the then square footage of the Premises (exclusive of any Storage Space). "Fair Rental Value" means what Landlord and Tenant agree to be the fair rental value of the Premises during the subject first Extension Period taking into consideration (i) prevailing rental market conditions (including concessions such as "free rent" and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact that Tenant would remain in occupancy of the Premises (e.g., no "down time" or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum and Taxes (i.e., Subsections ▇Option.▇(2) and l.L(2)] to the most recent calendar year prior to the commencement of the subject Extension Period. If Landlord and Tenant are unable to agree on the Minimum Rent for the Extension Period within thirty (30) days after Tenant gives Landlord the Extension Notice, the Minimum Rent for the Extension Period shall be determined by appraisal as hereinafter set forth; provided that Tenant shall have the right to revoke its exercise of the Extension Right for the Extension Period by written notice to Landlord at any time during such thirty (30) day period and, in which event, the Term shall expire on the expiration date of the Term. In the event the Minimum Rent for the Extension Period is required to be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one (1) real estate appraiser (MAI or equivalent) located in the) City of Philadelphia to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) located in the City of Philadelphia to determine such Fair Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiser, the third appraiser shall be selected by the President of the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and Tenant, and the Minimum Rent during the Extension Period shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent for the Extension Period has not been determined pursuant to this Section 33.B prior to the commencement of the Extension Period, Tenant shall continue to pay Landlord the rent payable for the Premises pursuant to this Lease for the Year immediately preceding until the Minimum Rent for the Extension Period is determined. The Minimum Rent for the Extension Period shall be payable retro-actively from the commencement of the Extension Period notwithstanding the fact that the Minimum Rent for the Extension Period may not be determined as of that time. Within thirty (30) days after the determination is made and Tenant has received notice thereof [or, if later, on or before the first day of the month following the end of the thirty (30) day period] Tenant shall pay to Landlord, if the Minimum Rent for the Extension Period is determined to be higher than that payable during the preceding Year, the amount of the difference; but if the same is lower, the amount of the resulting overpayment in the interim shall be credited against the next succeeding installments of Minimum Rent payable by Tenant.

Extension Right. A. Subject to the terms and conditions of this Section 3.3 and provided that Tenant is not in default under this Lease, either at the time of Tenant's exercise of Extension Right under this Section 3.3 and at the time the Extension Term is scheduled to commence, Tenant shall have the right (the "Extension Right") to extend the Term term of this Lease for three one (31) periods additional period of five two (52) years following the expiration of the Term (the "Extension PeriodTerm") on the condition that: (1) Tenant shall exercise the Extension Right by giving Landlord written notice (the "Extension Notice") of Tenant's election to extend at least six (6) months prior to the commencement of the applicable Extension Period (an "Extension Period"), and there exists no event of default under the Lease; and (2) if the Extension Right is exercised by Tenant as set forth in Subsection 33.A(l) hereof, the Extension Period shall commence on the expiration of the Tenth (10th) Year or the Fifth (5th) Year of the prior Extension Period; and (3) all same terms and conditions of this Lease as are provided for the initial Term (but excluding any rent credits, allowances or free rent). The Extension Term shall commence upon the date of expiration of the initial Term of this Lease. To exercise its Extension Right, including those containing Tenant must give written notice to Landlord that Tenant is exercising its Extension Right at least 180 days before the right and remedy date of Landlord to confess judgment for possession, expiration of the initial Term. Tenant's exercise of its Extension Right shall be applicable during the Extension Periods except that Minimum Rent for the Extension Periods shall be determined as provided in Section 33.B hereof. B. If the Tenant exercises the Extension Right as provided in this Section 33, then during each Extension Period the Minimum Rent shall be equal to the product of the "Fair Rental Value" (hereinafter defined) on a square footage basis multiplied by the then square footage of the Premises (exclusive of any Storage Space). "Fair Rental Value" means what null and void unless Landlord and Tenant agree to be the fair rental value of the Premises during the subject Extension Period taking into consideration receives (i) prevailing rental market conditions (including concessions such as "free rent" simultaneously with Tenant's notice of exercise and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact that Tenant would remain in occupancy of the Premises (e.g., no "down time" or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum and Taxes (i.e., Subsections ▇.▇(2) and l.L(2)] to the most recent calendar year prior to the commencement of the subject Extension Period. If Landlord and Tenant are unable to agree on the Minimum Rent for the Extension Period within at least thirty (30) days after Tenant gives Landlord the Extension Notice, the Minimum Rent for the Extension Period shall be determined by appraisal as hereinafter set forth; provided that Tenant shall have the right to revoke its exercise of the Extension Right for the Extension Period by written notice to Landlord at any time during such thirty (30) day period and, in which event, the Term shall expire on the expiration date of the Term. In the event the Minimum Rent for the Extension Period is required to be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one (1) real estate appraiser (MAI or equivalent) located in the) City of Philadelphia to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) located in the City of Philadelphia to determine such Fair Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiser, the third appraiser shall be selected by the President of the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and Tenant, and the Minimum Rent during the Extension Period shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent for the Extension Period has not been determined pursuant to this Section 33.B prior to before the commencement of the Extension PeriodTerm, Tenant shall continue to pay Tenant's most recent audited and monthly unaudited financial statements, bank references, Dun & Bradstreet report, and a balance sheet certified as being true by Tenant's chief financial officer. If, in Landlord's reasonable discretion, Landlord the rent payable for the Premises pursuant to this Lease for the Year immediately preceding until the Minimum Rent for the Extension Period is determined. The Minimum Rent for the Extension Period shall be payable retro-actively determines from the commencement any of the Extension Period notwithstanding the fact foregoing material that the Minimum Rent for creditworthiness of Tenant is materially less than the Extension Period may not be determined creditworthiness of Tenant as of the Lease's execution date, Landlord may reject Tenant's exercise of its Extension Right by written notice to Tenant and upon such rejection Tenant's Extension Right shall immediately terminate and be of no further force or effect. Tenant further acknowledges and agrees that time. Within thirty (30) days after the determination is made and Tenant has received notice thereof [or, if later, on or before the first day of the month following the end of the thirty (30) day period] Tenant shall pay to Landlord, if the Minimum Rent for the Extension Period is determined to be higher than that payable during the preceding Year, the amount of the difference; but if Security Deposit payable by Tenant for the same is lower, the amount of the resulting overpayment in the interim Extension Term shall be credited against increased to an amount equal to the next succeeding installments first monthly installment of Minimum Base Rent payable by TenantTenant during the Extension Term.

Extension Right. A. a. Tenant shall have the right (the "Extension Right") to extend the Term for three two (32) additional periods (each, an “Extension Period”) for an aggregate of five ten (510) years following the expiration of the Term (each, an “Extension Right”). The first Extension Period shall be no less than three (3) and no greater than seven (7) years, at Tenant’s discretion, and the "second Extension Period shall equal ten (10) years less the number of years Tenant elected to exercise in the first Extension Period") on the condition that: (1) . Tenant shall exercise the each Extension Right by giving Landlord written notice (the "“Extension Notice"”) of Tenant's ’s election to extend at least six twelve (612) months prior to the commencement of the applicable Extension Period (an "Extension Period"), and provided that there exists no event uncured Event of default Default under the Lease; and Lease beyond all applicable grace and cure periods at such time. Landlord shall quote its anticipated Market Base Rental Rate (2hereinafter defined) if the Extension Right is exercised by Tenant as set forth in Subsection 33.A(lno later than fourteen (14) hereof, the Extension Period shall commence on months prior to the expiration of the Tenth then applicable Term. Tenant shall receive either (10thi) Year a market concession package for comparable leases (including tenant improvement allowance, commissions, free rent, build-out period and other concessions then given in the market), or (ii) an annual rent reduction equal to the Fifth (5th) Year payment necessary to amortize the value of the prior Extension Period; and concessions at ten percent (310%) all over the applicable lease term. All terms and conditions of the Lease, including those containing the right and remedy of Landlord to confess judgment for possession, this Lease shall be applicable during both Extension Periods, except as otherwise expressly set forth. b. The OMC Sum Base Amount and the Extension Periods except that Minimum Rent for Base Year Tax Amount applicable during the Extension Periods Term shall be determined as provided in Section 33.B hereof. B. If the Tenant exercises the Extension Right as provided in this Section 33, then during each Extension Period the Minimum Rent shall be equal to the product of the "Fair Rental Value" (hereinafter defined) on a square footage basis multiplied by the then square footage of the Premises (exclusive of any Storage Space). "Fair Rental Value" means what Landlord and Tenant agree to be the fair rental value of the Premises during the subject Extension Period taking into consideration (i) prevailing rental market conditions (including concessions such as "free rent" and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact amended so that Tenant would remain in occupancy of the Premises (e.g., no "down time" or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum Base Year and the Base Year Taxes (i.e., Subsections ▇.▇(2) and l.L(2)] to shall be the most recent calendar year prior to the commencement of the subject Extension Period. If Landlord and Tenant are unable to agree on the Minimum Rent for the during which such Extension Period within thirty commences, provided, however, if there are less than six (306) days after Tenant gives Landlord months remaining in said year, then the Extension Notice, the Minimum Rent for the Extension Period OMC Sum Base Year and Base Year Taxes shall be determined by appraisal as hereinafter set forth; provided that the following calendar year. Tenant shall have the right to revoke its exercise renew for less than all of the Extension Right for Premises provided the Extension Period by written notice to Landlord at any time during such thirty (30) day period and, in which eventrenewal space is comprised of not less than 50,000 rsf. c. For the purpose of this Amendment, the Term term “Market Base Rental Rate” shall expire on mean the expiration date amount of cash which a landlord would receive annually by then renting the space in question assuming the landlord to be a prudent person willing to lease but being under no compulsion to do so, assuming the tenant to be a prudent person willing to lease but being under no compulsion to do so, and assuming a lease containing the same terms and provisions as those herein contained. Market Base Rental Rate shall take into consideration all relevant factors including the condition of the Termspace, any landlord concessions, free rent, landlord’s work or a tenant improvement allowance and taking into further account base years for taxes and operating expenses for comparable space in the Building and in comparable office buildings in Center City Philadelphia. In the event the Minimum Rent for the Extension Period is required to be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one (1) real estate appraiser (MAI or equivalent) located in the) City of Philadelphia that bona fide written offers to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) lease comparable space located in the City of Philadelphia to determine such Fair Building from third parties may be used as a factor in determining the Market Base Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiser, the third appraiser shall be selected by the President of the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and Tenant, and the Minimum Rent during the Extension Period shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent for the Extension Period has not been determined pursuant to this Section 33.B prior to the commencement of the Extension Period, Tenant shall continue to pay Landlord the rent payable for the Premises pursuant to this Lease for the Year immediately preceding until the Minimum Rent for the Extension Period is determined. The Minimum Rent for the Extension Period shall be payable retro-actively from the commencement of the Extension Period notwithstanding the fact that the Minimum Rent for the Extension Period may not be determined as of that time. Within thirty (30) days after the determination is made and Tenant has received notice thereof [or, if later, on or before the first day of the month following the end of the thirty (30) day period] Tenant shall pay to Landlord, if the Minimum Rent for the Extension Period is determined to be higher than that payable during the preceding Year, the amount of the difference; but if the same is lower, the amount of the resulting overpayment in the interim shall be credited against the next succeeding installments of Minimum Rent payable by TenantRate.

Extension Right. A. Tenant shall have the 1 right (the "“Extension Right"”) to extend the Base Term for three (3) periods of five (5) years following (the “Extension Term”) on the same terms and conditions as this Lease (other than with respect to Base Rent) by giving Landlord written notice of its election to exercise the Extension Right at least 9 months prior to the expiration of the Base Term of the Lease. Upon the commencement of the Extension Term, Base Rent shall be payable at the Market Rate (as defined below). Base Rent shall thereafter be adjusted on each annual anniversary of the "commencement of such Extension Period"Term by a percentage as determined by Landlord and agreed to by Tenant at the time the Market Rate is determined, or as determined by arbitration pursuant to Section 39(b) below. As used herein, “Market Rate” shall mean the arm’s length fair market annual rental rate per rentable square foot rate that comparable landlords of comparable buildings have accepted in current transactions from non-equity (i.e., not being offered equity in the buildings) and nonaffiliated tenants of similar financial strength for space of comparable size, quality (including all tenant improvements, Alterations and other improvements) and floor height in Class A laboratory/office buildings in T▇▇▇▇▇ ▇▇▇▇▇ for a comparable term, with the determination of the Market Rate to take into account all relevant factors, including tenant inducements, views, parking costs, age of the building and mechanical systems serving the Premises, leasing commissions, allowances or concessions, if any. If, on or before the condition that: (1) date which is 180 days prior to the expiration of the Base Term of this Lease, Tenant has not agreed with Landlord’s determination of the Market Rate and the rent escalations during the Extension Term after negotiating in good faith, Tenant shall be deemed to have elected arbitration as described in Section 39(b). Tenant acknowledges and agrees that, if Tenant has elected to exercise the Extension Right by giving delivering notice to Landlord written notice (the "Extension Notice") of Tenant's election as required in this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to extend at least six (6) months prior to the commencement term of the applicable Extension Period (an "Extension Period"), and there exists no event of default under the Lease; and (2) if the Extension Right is exercised by Tenant as set forth in Subsection 33.A(l) hereof, the Extension Period shall commence on the expiration of the Tenth (10th) Year or the Fifth (5th) Year of the prior Extension Period; and (3) all terms and conditions of the Lease, including those containing the right and remedy of Landlord to confess judgment for possession, shall be applicable during the Extension Periods except that Minimum Rent Lease for the Extension Periods shall be determined as provided in Section 33.B hereofTerm. B. If the Tenant exercises the Extension Right as provided in this Section 33, then during each Extension Period the Minimum Rent shall be equal to the product of the "Fair Rental Value" (hereinafter defined) on a square footage basis multiplied by the then square footage of the Premises (exclusive of any Storage Space). "Fair Rental Value" means what Landlord and Tenant agree to be the fair rental value of the Premises during the subject Extension Period taking into consideration (i) prevailing rental market conditions (including concessions such as "free rent" and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact that Tenant would remain in occupancy of the Premises (e.g., no "down time" or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum and Taxes (i.e., Subsections ▇.▇(2) and l.L(2)] to the most recent calendar year prior to the commencement of the subject Extension Period. If Landlord and Tenant are unable to agree on the Minimum Rent for the Extension Period within thirty (30) days after Tenant gives Landlord the Extension Notice, the Minimum Rent for the Extension Period shall be determined by appraisal as hereinafter set forth; provided that Tenant shall have the right to revoke its exercise of the Extension Right for the Extension Period by written notice to Landlord at any time during such thirty (30) day period and, in which event, the Term shall expire on the expiration date of the Term. In the event the Minimum Rent for the Extension Period is required to be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one (1) real estate appraiser (MAI or equivalent) located in the) City of Philadelphia to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) located in the City of Philadelphia to determine such Fair Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiser, the third appraiser shall be selected by the President of the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and Tenant, and the Minimum Rent during the Extension Period shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent for the Extension Period has not been determined pursuant to this Section 33.B prior to the commencement of the Extension Period, Tenant shall continue to pay Landlord the rent payable for the Premises pursuant to this Lease for the Year immediately preceding until the Minimum Rent for the Extension Period is determined. The Minimum Rent for the Extension Period shall be payable retro-actively from the commencement of the Extension Period notwithstanding the fact that the Minimum Rent for the Extension Period may not be determined as of that time. Within thirty (30) days after the determination is made and Tenant has received notice thereof [or, if later, on or before the first day of the month following the end of the thirty (30) day period] Tenant shall pay to Landlord, if the Minimum Rent for the Extension Period is determined to be higher than that payable during the preceding Year, the amount of the difference; but if the same is lower, the amount of the resulting overpayment in the interim shall be credited against the next succeeding installments of Minimum Rent payable by Tenant.

Extension Right. Section 33 entitled “Extension Right” is hereby added to this Lease: 33. EXTENSION RIGHT. A. Tenant shall have the right (the "“Extension Right"”) to extend the Term for three (3) periods of five (5) years following the expiration of the Term (the "“Extension Period"”) on the condition that: : (1) Tenant shall exercise the Extension Right by giving Landlord written notice (the "“Extension Notice"”) of Tenant's ’s election to extend at least six (6) months prior to the commencement of the applicable Extension Period (an "“Extension Period"”), and there exists no event of default under the Lease; and and (2) if the Extension Right is exercised by Tenant as set forth in Subsection 33.A(l33.A(1) hereof, the Extension Period shall commence on the expiration of the Tenth (10th) Year or the Fifth (5th) Year of the prior Extension Period; and and (3) all terms and conditions of the Lease, including those containing the right and remedy of Landlord to confess judgment for possession, shall be applicable during the Extension Periods except that Minimum Rent for the Extension Periods shall be determined as provided in Section 33.B hereof. B. If the Tenant exercises the Extension Right as provided in this Section 33, then during each Extension Period the Minimum Rent shall be equal to the product of the "“Fair Rental Value" ” (hereinafter defined) on a square footage basis multiplied by the then square footage of the Premises (exclusive of any Storage Space). "“Fair Rental Value" ” means what Landlord and Tenant agree to be the fair rental value of the Premises during the subject Extension Period taking into consideration (i) prevailing rental market conditions (including concessions such as "“free rent" ” and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact that Tenant would remain in occupancy of the Premises (e.g., no "“down time" ” or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum and Taxes (i.e., Subsections ▇.▇(2) and l.L(2)] to the most recent calendar year prior to the commencement of the subject Extension Period. If Landlord and Tenant are unable to agree on the Minimum Rent for the Extension Period within thirty (30) days after Tenant gives Landlord the Extension Notice, the Minimum Rent for the Extension Period shall be determined by appraisal as hereinafter set forth; provided that Tenant shall have the right to revoke its exercise of the Extension Right for the Extension Period by written notice to Landlord at any time during such thirty (30) day period and, in which event, the Term shall expire on the expiration date of the Term. In the event the Minimum Rent for the Extension Period is required to be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one (1) real estate appraiser (MAI or equivalent) located in the) City of Philadelphia to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) located in the City of Philadelphia to determine such Fair Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiser, the third appraiser shall be selected by the President of the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and Tenant, and the Minimum Rent during the Extension Period shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent for the Extension Period has not been determined pursuant to this Section 33.B prior to the commencement of the Extension Period, Tenant shall continue to pay Landlord the rent payable for the Premises pursuant to this Lease for the Year immediately preceding until the Minimum Rent for the Extension Period is determined. The Minimum Rent for the Extension Period shall be payable retro-actively from the commencement of the Extension Period notwithstanding the fact that the Minimum Rent for the Extension Period may not be determined as of that time. Within thirty (30) days after the determination is made and Tenant has received notice thereof [or, if later, on or before the first day of the month following the end of the thirty (30) day period] Tenant shall pay to Landlord, if the Minimum Rent for the Extension Period is determined to be higher than that payable during the preceding Year, the amount of the difference; but if the same is lower, the amount of the resulting overpayment in the interim shall be credited against the next succeeding installments of Minimum Rent payable by Tenant.and

Extension Right. A. So long as there exists no Default of Tenant shall have the right (the "Extension Right") to extend the Term for three (3) periods of five (5) years following the expiration of the Term (the "Extension Period"as defined in Section 12.01) on the condition that: first day of the Extended Term (1) as defined below), this Lease is still in full force and effect, and Tenant shall exercise not have sublet, assigned or otherwise transferred all or any portion of its interest under this Lease (except in the Extension Right by giving Landlord written notice (the "Extension Notice") event of Tenant's election to extend at least six (6) months prior to the commencement of the applicable Extension Period (an "Extension Period"a “Permitted Transfer”, as defined in Section 7.01), and there exists no event of default under the Lease; and (2) if the Extension Right is exercised by Tenant as set forth in Subsection 33.A(l) hereof, the Extension Period shall commence on the expiration of the Tenth (10th) Year or the Fifth (5th) Year of the prior Extension Period; and (3) all terms and conditions of the Lease, including those containing the right and remedy of Landlord to confess judgment for possession, shall be applicable during the Extension Periods except that Minimum Rent for the Extension Periods shall be determined as provided in Section 33.B hereof. B. If the Tenant exercises the Extension Right as provided in this Section 33, then during each Extension Period the Minimum Rent shall be equal to the product of the "Fair Rental Value" (hereinafter defined) on a square footage basis multiplied by the then square footage of the Premises (exclusive of any Storage Space). "Fair Rental Value" means what Landlord and Tenant agree to be the fair rental value of the Premises during the subject Extension Period taking into consideration (i) prevailing rental market conditions (including concessions such as "free rent" and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact that Tenant would remain in occupancy of the Premises (e.g., no "down time" or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum and Taxes (i.e., Subsections ▇.▇(2) and l.L(2)] to the most recent calendar year prior to the commencement of the subject Extension Period. If Landlord and Tenant are unable to agree on the Minimum Rent for the Extension Period within thirty (30) days after Tenant gives Landlord the Extension Notice, the Minimum Rent for the Extension Period shall be determined by appraisal as hereinafter set forth; provided that Tenant shall have the right to revoke its exercise extend the term of this Lease for three (3) additional period(s) (the “Extended Term(s)”) of three (3) years each. The Extended Term shall commence on the day succeeding the expiration of the Extension Right for Original Term (or the Extension Period by written notice to Landlord at any time during such thirty (30immediately preceding Extended Term) day period and, in which event, the Term and shall expire end on the expiration date day immediately preceding the 3rd anniversary of the commencement of such Extended Term. In All of the event terms, covenants and provisions of this Lease shall apply to any Extended Term except that (i) the Minimum Base Rent for the Extension Period is required to Extended Term shall be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one the greater of (a) the product of (1) real estate appraiser the Base Rent on the day preceding the commencement of such Extended Term without giving effect to any abatements, set-offs or concessions then in effect (MAI or equivalentthe “Initial Rent”) located in the) City of Philadelphia to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two times (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) located in the City of Philadelphia to determine such Fair Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiserfraction, the third appraiser denominator of which shall be selected by the President of Index (as hereinafter defined) for the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as nearest month prior to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and TenantRent Commencement Date, and the Minimum Rent during the Extension Period numerator of which shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent Index for the Extension Period has not been determined pursuant to this Section 33.B nearest month prior to the commencement of such Extended Term, or (b) the Extension Period, Initial Rent; and (ii) Tenant shall continue have no further right to pay Landlord extend the rent payable for the Premises pursuant to term of this Lease for beyond the Year Extended Term(s) hereinabove provided. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice in writing of its intention to do so not later than six (6) months, nor sooner than one (1) year, prior to the expiration of the Original Term of this Lease, or the immediately preceding until the Minimum Rent for the Extension Period Extended Term, as applicable, it being agreed that time is determined. The Minimum Rent for the Extension Period shall be payable retro-actively from the commencement of the Extension Period notwithstanding essence with respect to the fact that the Minimum Rent for the Extension Period may not be determined as giving of that timeany such notice. Within thirty (30) days after the determination is made and If Tenant has received fails to give any such notice thereof [orto Landlord, if later, on or before the first day of the month following this Lease shall automatically terminate at the end of the thirty (30) day period] Original Term, and Tenant shall pay have no further option to Landlordextend the term of this Lease, if it being agreed that time is of the Minimum Rent for essence with respect to the Extension Period is determined to be higher than that payable during the preceding Yeargiving of any such notice. If Tenant gives such notice, the amount extension of the difference; but if the same is lower, the amount of the resulting overpayment in the interim this Lease shall be credited against automatically effected without the next succeeding installments execution of Minimum Rent payable by Tenantany additional documents.

Extension Right. A. Tenant shall have the one time right (the "“Extension Right"”) to extend the Term term of this Lease for three (3) periods of five (5) 3 years following the expiration of the Term (the "“Extension Period"Term”) on the condition that: same terms and conditions as this Lease (1other than Base Rent) Tenant shall exercise the Extension Right by giving Landlord written notice (the "Extension Notice") of Tenant's its election to extend exercise the Extension Right at least six (6) 9 months prior to the expiration of the Base Term of the Lease. Upon the commencement of the applicable Extension Period Term, Base Rent shall be payable at the Market Rate (an "as defined below). Base Rent shall thereafter be adjusted on each annual anniversary of the commencement of the Extension Period")Term by a percentage as determined by Landlord and agreed to by Tenant at the time the Market Rate is determined. As used herein, “Market Rate” shall mean the then market rental rate as determined by Landlord and there exists agreed to by Tenant, which shall in no event be less than the Base Rent payable as of default under the Lease; and (2) if date immediately preceding the commencement of the Extension Right Term increased by the Rent Adjustment Percentage multiplied by such Base Rent. In addition, Landlord may impose a market rent for the parking, rights provided hereunder. If, on or before the date which is exercised by Tenant as set forth in Subsection 33.A(l) hereof, the Extension Period shall commence on 120 days prior to the expiration of the Tenth (10th) Year or the Fifth (5th) Year Base Term of this Lease, Tenant has not agreed with Landlord’s determination of the prior Extension Period; and (3) all terms Market Rate and conditions of the Lease, including those containing the right and remedy of Landlord to confess judgment for possession, shall be applicable rent escalations during the Extension Periods except that Minimum Rent for the Extension Periods shall be determined as provided Term after negotiating in Section 33.B hereof. B. If the good faith, Tenant exercises the Extension Right as provided in this Section 33, then during each Extension Period the Minimum Rent shall be equal to the product of the "Fair Rental Value" (hereinafter defined) on a square footage basis multiplied by the then square footage of the Premises (exclusive of any Storage Space). "Fair Rental Value" means what Landlord and Tenant agree to be the fair rental value of the Premises during the subject Extension Period taking into consideration (i) prevailing rental market conditions (including concessions such as "free rent" and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact that Tenant would remain in occupancy of the Premises (e.g., no "down time" or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum and Taxes (i.e., Subsections ▇.▇(2) and l.L(2)] to the most recent calendar year prior to the commencement of the subject Extension Period. If Landlord and Tenant are unable to agree on the Minimum Rent for the Extension Period within thirty (30) days after Tenant gives Landlord the Extension Notice, the Minimum Rent for the Extension Period shall be determined by appraisal as hereinafter set forth; provided that Tenant shall have the right to revoke its exercise of the Extension Right for the Extension Period may by written notice to Landlord at any time during such thirty (30) day period and, in which event, the Term shall expire on the expiration date of the Term. In the event the Minimum Rent for the Extension Period is required to be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one (1) real estate appraiser (MAI or equivalent) located in the) City of Philadelphia to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) located in the City of Philadelphia to determine such Fair Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiser, the third appraiser shall be selected by the President of the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and Tenant, and the Minimum Rent during the Extension Period shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent for the Extension Period has not been determined pursuant to this Section 33.B later than 120 days prior to the commencement expiration of the Extension PeriodBase Term of this Lease, elect arbitration as described in Section 39(b) below. If Tenant does not elect such arbitration, Tenant shall continue be deemed to pay Landlord have waived any right to extend the rent payable for Base Term of-the Premises pursuant to this Lease for the Year immediately preceding until the Minimum Rent for and the Extension Period is determined. The Minimum Rent for the Extension Period Right shall be payable retro-actively from the commencement of the Extension Period notwithstanding the fact that the Minimum Rent for the Extension Period may not be determined as of that time. Within thirty (30) days after the determination is made and Tenant has received notice thereof [or, if later, on or before the first day of the month following the end of the thirty (30) day period] Tenant shall pay to Landlord, if the Minimum Rent for the Extension Period is determined to be higher than that payable during the preceding Year, the amount of the difference; but if the same is lower, the amount of the resulting overpayment in the interim shall be credited against the next succeeding installments of Minimum Rent payable by Tenantterminate.

Extension Right. A. Tenant shall have the right (the "“First Extension Right"”) to extend the Term term of this Lease for three (3) periods a period of five (5) 3 years following the expiration of the Term (the "“First Extension Period"Term”), and, if the First Extension Right has been exercised, Tenant shall have the additional right (the “Second Extension Right;” the First Extension Right and the Second Extension Right may be collectively referred to herein as the “Extension Rights” or individually as an “Extension Right”) to extend the term for an additional period of 1 year (the “Second Extension Term”) on the condition that: same terms and conditions as this Lease (1other than Base Rent) Tenant shall exercise the Extension Right by giving Landlord written notice (the "Extension Notice") of Tenant's its election to extend exercise each Extension Right at least six (6) 12 months prior to the commencement expiration of the applicable Extension Period (an "Extension Period"), and there exists no event Base Term of default under the Lease; and (2) if the Extension Right is exercised by Tenant as set forth in Subsection 33.A(l) hereof, the Extension Period shall commence on Lease or the expiration of the Tenth (10th) Year or First Extension Term, as applicable. Upon the Fifth (5th) Year commencement of the prior an Extension Period; and (3) all terms and conditions of the LeaseTerm, including those containing the right and remedy of Landlord to confess judgment for possession, shall be applicable during the Extension Periods except that Minimum Rent for the Extension Periods shall be determined as provided in Section 33.B hereof. B. If the Tenant exercises the Extension Right as provided in this Section 33, then during each Extension Period the Minimum Base Rent shall be equal to payable at the product of the "Fair Rental Value" Market Rate (hereinafter defined) on a square footage basis multiplied by the then square footage of the Premises (exclusive of any Storage Spaceas defined below). "Fair Rental Value" means what Landlord and Tenant agree to Base Rent shall thereafter be the fair rental value adjusted on each annual anniversary of the Premises during the subject Extension Period taking into consideration (i) prevailing rental market conditions (including concessions such as "free rent" and other allowances) for commercial office space comparable to the Premises located in the Building and elsewhere in the Center City area of Philadelphia, Pennsylvania; (ii) the fact that Tenant would remain in occupancy of the Premises (e.g., no "down time" or loss of rental income, no payment of brokerage commissions for a new tenant, no construction or fit-up expense to prepare the space for a new tenant, and no moving or other expenses incurred by Tenant in connection with a relocation); and, (iii) a step up of the Base Years for the OMC Sum and Taxes (i.e., Subsections ▇.▇(2) and l.L(2)] to the most recent calendar year prior to the commencement of such Extension Term by a percentage as determined by Landlord and agreed to by Tenant at the subject time the Market Rate is determined. As used herein, “Market Rate” shall mean the then market rental rate as determined by Landlord and agreed to by Tenant, which shall in no event be less than the Base Rent payable as of the date immediately preceding the commencement of such Extension PeriodTerm increased by the Rent Adjustment Percentage multiplied by such Base Rent. If In addition, Landlord may impose a market rent for the parking rights provided hereunder. Notwithstanding anything to the contrary contained in this Lease, Tenant’s Extension Rights granted above may only be exercised if the term of that certain Lease Agreement, dated as of September 28, 2001 (as amended and assigned, the “Annex Lease”), to which Landlord and Tenant are unable now parties, and which covers the portion of the Building known as Annex Level B, shall be concurrently extended pursuant to agree Section 40 of the Annex Lease so that both this Lease and the Annex Lease expire on the Minimum Rent for same date. Accordingly, if the Extension Period within thirty (30) days after Tenant gives Landlord term of the Extension NoticeAnnex Lease is not extended pursuant to Section 40 of the Annex Lease, the Minimum Rent for the Extension Period shall be determined by appraisal as hereinafter set forth; provided that Tenant shall have the no right to revoke its exercise extend the term of the Extension Right for the Extension Period by written notice to Landlord at any time during such thirty (30) day period and, in which event, the Term shall expire on the expiration date of the Term. In the event the Minimum Rent for the Extension Period is required to be established by appraisal, if Landlord and Tenant cannot agree on an appraiser, then Landlord and Tenant each shall nominate one (1) real estate appraiser (MAI or equivalent) located in the) City of Philadelphia to appraise and determine the air Rental Value of the Premises during the Extension Period. If the two (2) appraisers nominated and appointed by the parties shall differ in judgment as to such Fair Rental value, then they shall appoint a third (3rd) reputable and impartial real estate appraiser MAI or equivalent) located in the City of Philadelphia to determine such Fair Rental Value. If the appraisers selected by Landlord and Tenant are unable to agree on a third (3rd) appraiser, the third appraiser shall be selected by the President of the American Institute of Real Estate Appraisers or if not in existence at the time in question, an equivalent successor person and organization). The determination of the appraisers as to the Fair Rental Value of the Premises for the Extension Period shall be final and binding on Landlord and Tenant, and the Minimum Rent during the Extension Period shall be so determined. The cost of the appraisal shall be borne equally by Landlord and Tenant. In the event the Minimum Rent for the Extension Period has not been determined this Lease pursuant to Section 40 of this Section 33.B prior to the commencement of the Extension Period, Tenant shall continue to pay Landlord the rent payable for the Premises pursuant to this Lease for the Year immediately preceding until the Minimum Rent for the Extension Period is determined. The Minimum Rent for the Extension Period shall be payable retro-actively from the commencement of the Extension Period notwithstanding the fact that the Minimum Rent for the Extension Period may not be determined as of that time. Within thirty (30) days after the determination is made and Tenant has received notice thereof [or, if later, on or before the first day of the month following the end of the thirty (30) day period] Tenant shall pay to Landlord, if the Minimum Rent for the Extension Period is determined to be higher than that payable during the preceding Year, the amount of the difference; but if the same is lower, the amount of the resulting overpayment in the interim shall be credited against the next succeeding installments of Minimum Rent payable by TenantLease.”