Common use of Termination Option Clause in Contracts

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect Notwithstanding anything to the Property, but contrary contained in any case, no later than sixty (60) days following the date of such occurrencethis Lease, Tenant will shall have the one-time option to terminate this Lease by sending to Landlord a written notice (a the “Termination NoticeOption”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing effective as of the date last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Notice Option election (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A the “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“StabilizationNotice”). Notwithstanding Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the foregoingTermination Date (the “Termination Notice Deadline”); accordingly, if the Current FMV of the Property as of the date Tenant has not given its Termination Notice to Landlord prior to the Termination Trigger occurs is less than the Lease Commencement FMVNotice Deadline, then this Termination Option shall expire and be of no further force or effect, and Tenant will not shall have a no right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date Special Stipulation No. 4 at any time after the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”)Deadline. As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect condition precedent to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to the provisions of this Section 2Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant will bear must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the responsibility “Termination Fee”) equal to the sum of obtaining such consent (i) Ninety Thousand Three Hundred Twenty-Five and Tenant will pay 14/100Dollars ($90,325.14), plus (ii) all costs unamortized Transaction Costs, as hereinafter defined, incurred in connection therewith. The provisions with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Section 2 Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall survive include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Termination Option. (a) If the Premises or any portion thereof are damaged by fire or other casualty (“Casualty”), such that (i) From the Premises cannot be repaired under the laws and after regulations of the occurrence of a Termination Trigger (federal, state and local governmental authorities having jurisdiction to substantially the same condition as defined below) with respect they existed prior to the PropertyCasualty, but in any case, no later than sixty or (60ii) days following the damage cannot be repaired within twelve (12) months after the date of such occurrencedamage, Tenant will have or (iii) repairs cannot be completed before the option 180th day before the end of the applicable Term, then either party may elect to terminate this Lease by sending to Landlord a written notice to the other party given within thirty (30) days after the date of such damage. The determination of the time required to restore shall be made by a “Termination Notice”) stating that Tenant desires contractor selected by Landlord with Tenant’s consent, which consent shall not be unreasonably withheld. Landlord shall deliver the estimate of such contractor within 30 days after the date of such casualty. Rent shall ▇▇▇▇▇ to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing the extent hereinafter provided as of the date of such Termination Notice (includingcasualty or taking. If such a notice to terminate is given, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment this Lease shall terminate as of the Property has been substantially completed date of such notice. (if applicableb) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if in the Current FMV event Landlord notifies Tenant of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option its election to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlordthis Subsection 5.1.1, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has shall have the right, but not the obligation, by notice to pay Landlord given by Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after Landlord’s notice of the selection of the second Appraiser termination, to elect to negate Landlord’s termination notice and will endeavor to agree on the Current FMV. Ifcontinue this Lease, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser.provided that: (vi) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) years would remain in the subject ROFR Property Term after the projected completion date for the repair; provided, however, the foregoing condition would be deemed to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlordbe satisfied notwithstanding the fact that less than five (5) years would remain in the existing Term after the expected completion date, all contracts and agreements between if (A) Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) has an extension option remaining pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date Section 2.3 that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes has not commenced as of the date of the ROFR Closing Casualty, and (B) Tenant notifies Landlord in writing that it irrevocably and unconditionally elects to exercise its option to extend and irrevocably and unconditionally waives the extent incurred during the Applicable Tax Period) and right to rescind its election for any reason (including, without limitation, pursuant to Section 2.3(b)); and (ii) so much the Premises can be repaired under the laws and regulations of the Current Year Taxes federal, state and local governmental authorities having jurisdiction to substantially the same condition as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year they existed prior to the Casualty; and (iii) Tenant, at its own expense, agrees to pay any deficiency in the costs that would be incurred to repair the damage as provided in Subsection 5.1.2(b); and (iv) no Event of Default shall have occurred and be continuing either on the date of such notice by Tenant or on the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder date that construction shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlordcommenced. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence Anything in subsection A of a Termination Trigger (as defined below) with respect this Article 10 to the Propertycontrary notwithstanding, but if the Premises are totally damaged or are rendered wholly untenantable, and if Landlord's architect determines that it will take in excess of eight (8) months to restore the Premises, or if the Building shall be so damaged by fire or other casualty that, in Landlord's opinion, either substantial alteration, demolition or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable) or the Building, after its proposed repair, alteration or restoration shall not be economically viable as an office building, then in any caseof such events, no Landlord or Tenant, may, not later than sixty ninety (6090) days following the date damage, give the other party a notice in writing terminating this Lease. In addition (i) if any material damage shall occur to the Premises or the Building during the last one (1) year of such occurrencethe Term, Tenant will either party thereto shall have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to the other party and in such event this Lease shall terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as on the later of the date of such Termination Notice (including, without limitation, copies the notice of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development termination or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date Tenant vacates the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) Premises and this Lease will continue in full force removes all of its property therefrom and effect, and in accordance with the terms hereof. (ii) In Landlord shall not be obligated to repair or restore the event that Landlord disputes that Premises or the Building if a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant holder of a Dispute Notice, mortgage or underlying leasehold applies proceeds of insurance to the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below)loan or lease payment balance, and the decision rendered thereby will be finalremaining proceeds, binding and non-appealableif any, available to Landlord are insufficient to pay for such repair or restoration. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord elects to terminate this Lease, the Parties will mutually collaborate Term shall expire upon the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to effect the termination of Landlord. If Tenant shall not be in default under this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant under the conditions provided for in the next preceding sentence, Tenant's liability for Rent thereafter accruing shall cease as of the day following such damage and the Rent shall be apportioned to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive date that the termination of this LeasePremises are no longer useable.

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, and the arbitration (A) is decided in favor of Tenant, then this Lease will terminate on such Termination Date, or (B) is decided in favor of Landlord, then this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). In the event that any arbitration has not concluded on or before the applicable Termination Date, the following terms shall apply: (a1) Tenant will pay all rent Rent amounts due after such Termination Date, through and including the date on which the arbitration concludes, into an escrow account account; (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b2) if the arbitration is decided in favor of Tenant, then, on the date which is fifteen (15) days following the date on which the arbitration decision is rendered (the “Final Termination Date”), (a) this Lease will terminate, (b) the escrowed Rent amounts will be returned to Tenant, (c) Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, debt service payments and related fees paid by Tenant to any Leasehold Mortgagee (as hereinafter defined) (to the extent any such payments or fees are incurred solely on account of the indebtedness secured by the Leasehold Mortgage being repaid on or about the Final Termination Date instead of on the Termination Date (as set forth in the Termination Notice), etc.) from during the period commencing on the first day following the Termination Date until and including ending on the date on which Final Termination Date (such period, the “Termination Extension Period”) and (d) Tenant will pay over to Landlord the aggregate amount of any rent amounts or other income collected from occupants of the Property during, and attributable to, the Termination Extension Period or any portion thereof; and (3) if the arbitration is decided in favor of Landlord, then (a) this Lease actually terminateswill continue in full force and effect, which date will be fifteen as though the applicable Termination Notice had not been sent, and, (15b) days within three (3) Business Days following the date on which the arbitration decision is rendered, the escrowed Rent amounts will be paid to Landlord (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account both the value-add after the development or redevelopment and/or lease up thereofthereof and any market fluctuations then in effect), less (B) ($ )[$____________]5, being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together 5 NTD: AIMCO to advise of the fair market value of the applicable Property at the time of lease commencement, with such number to be input in the space provided here. appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property; provided, that, Tenant may, by delivery of a written notice to Landlord within ten (10) days following the date on which Landlord so declines to make the Added Improvement Value Payment, elect to rescind the applicable Termination Notice, following which this Lease will continue in full force and effect, as though such Termination Notice had not been sent. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.exte

Termination Option. (ia) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will shall have the option to terminate this Lease by sending to Landlord a written notice right (each a “Termination Option”), at its sole option, to terminate the Lease in respect of a portion of the Premises (the “Terminated Premises”) (it being understood and agreed that for purposes of this Article 10, the term Premises shall be deemed to include the Original Premises and all of the Additional Premises, irrespective of whether the applicable Additional Premises Commencement Date has occurred with respect thereto) consisting of up to two entire floors of the Premises (other than the 64th Floor Premises, the 48th Floor Premises and the 49th Floor Premises) located in the 30 Building and/or the 600 Building, provided that if such floors are located in the same building, such floors shall be contiguous to each other (but only to the extent that there are any such contiguous floors of the Premises in such building), which termination shall be effective upon July 1, 2011 in the case of any Terminated Premises located in the 600 Building and upon May 31, 2012 in the case of any Terminated Premises located in the 30 Building (each such date, a “Termination Option Date”), by delivering an irrevocable notice or notices (each a “Termination Option Notice”) stating that Tenant desires to terminate this LeaseLandlord on or prior to July 1, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as 2011 terminating the Lease in respect of the date Terminated Premises (time being of the essence in respect of such notices), which applicable Termination Option Notice shall designate the Terminated Premises in question. Upon the Termination Option Date, the fixed rent, Landlord’s Extension Contribution and Tenant’s Area shall be appropriately reduced to reflect the termination of the Lease in respect of the Terminated Premises (includingand Landlord shall have no obligation to perform any Extension Work or Expansion Extension Work, without limitationas applicable, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent rollthe Terminated Premises). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Tenant shall give the Termination Trigger has occurred or that such Termination Trigger is continuing as Option Notice and shall otherwise comply with the conditions of the date exercise of Tenant’s right to terminate the Lease in respect of any Terminated Premises, as provided hereunder, the Lease in respect of the Terminated Premises shall come to an end and expire on the Termination Notice is sent to LandlordOption Date, Landlord will send to Tenant a Dispute Notice (with the same force and effect as defined if said date were the Extended Expiration Date set forth in and this Amendment, unless sooner terminated pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt any other term, covenant or condition of the Termination Notice. If, following Landlord’s delivery Lease or pursuant to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26law; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g.terms and conditions of the Original Lease, the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Dateextent applicable, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph Terminated Premises without giving affect to this Amendment (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereofmodifications contemplated hereunder). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect Notwithstanding anything to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord contrary in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute terminate the Lease, but only with respect to the Seventh Additional Vivarium Premises (with and no less than all of the Seventh Additional Vivarium Premises), by providing written notice (the “Seventh Additional Vivarium Termination Notice”) to Landlord at least sixty (60) days prior to Tenant’s desired termination date (the “Seventh Additional Vivarium Termination Date”), which Seventh Additional Vivarium Termination Date shall be set forth in the Seventh Additional Vivarium Termination Notice. Subject to (a) Landlord’s reasonable cooperation timely receipt of the Seventh Additional Vivarium Termination Notice and (b) Tenant surrendering the Seventh Additional Vivarium Premises in the condition required under the Lease (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Seventh Additional Vivarium Termination Date, the Lease with respect to the Seventh Additional Vivarium Premises only shall terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under the Lease with respect to the Seventh Additional Vivarium Premises only from and after the ROFR ClosingSeventh Additional Vivarium Termination Date, at except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Seventh Additional Vivarium Premises for the period up to and including the Seventh Additional Vivarium Termination Date. The termination right granted to Tenant pursuant to this Section shall automatically terminate and be of no expense further force or liability effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Seventh Additional Vivarium Premises or any portion thereof to Landlord) and retain any recovery other entities or persons, other than in connection with an Exempt Transfer (or in connection with any tax appeals sublease approved by Landlord pursuant to Article 29 of the Lease), or contests with respect (z) Tenant’s right to taxes assessed against possession of the Property for tax periods prior Seventh Additional Vivarium Premises has previously been terminated. The termination right granted to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease Tenant pursuant to this Section 2is personal to Omeros Corporation, Tenant will bear a Washington corporation (“Omeros”) and any Permitted Transferees of Omeros, and may not be exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, and the arbitration (A) is decided in favor of Tenant, then this Lease will terminate on such Termination Date, or (B) is decided in favor of Landlord, then this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). In the event that any arbitration has not concluded on or before the applicable Termination Date, the following terms shall apply: (a1) Tenant will pay all rent Rent amounts due after such Termination Date, through and including the date on which the arbitration concludes, into an escrow account account; (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b2) if the arbitration is decided in favor of Tenant, then, on the date which is fifteen (15) days following the date on which the arbitration decision is rendered (the “Final Termination Date”), (a) this Lease will terminate, (b) the escrowed Rent amounts will be returned to Tenant, (c) Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, debt service payments and related fees paid by Tenant to any Leasehold Mortgagee (as hereinafter defined) (to the extent any such payments or fees are incurred solely on account of the indebtedness secured by the Leasehold Mortgage being repaid on or about the Final Termination Date instead of on the Termination Date (as set forth in the Termination Notice), etc.) from during the period commencing on the first day following the Termination Date until and including ending on the date on which Final Termination Date (such period, the “Termination Extension Period”) and (d) Tenant will pay over to Landlord the aggregate amount of any rent amounts or other income collected from occupants of the Property during, and attributable to, the Termination Extension Period or any portion thereof; and (3) if the arbitration is decided in favor of Landlord, then (a) this Lease actually terminateswill continue in full force and effect, which date will be fifteen as though the applicable Termination Notice had not been sent, and, (15b) days within three (3) Business Days following the date on which the arbitration decision is rendered, the escrowed Rent amounts will be paid to Landlord (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account both the value-add after the development or redevelopment and/or lease up thereofthereof and any market fluctuations then in effect), less (B) Sixty Million Nine Hundred Twelve Thousand Three Hundred Sixty-Five and 00/100 Dollars ($ $60,912,365.00), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property; provided, that, Tenant may, by delivery of a written notice to Landlord within ten (10) days following the date on which Landlord so declines to make the Added Improvement Value Payment, elect to rescind the applicable Termination Notice, following which this Lease will continue in full force and effect, as though such Termination Notice had not been sent. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.Ye

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the may at its option to terminate this Lease by sending to Landlord a written notice in its entirety (a “the "Termination Notice”Option") stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing effective as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs seventh (7th) Lease Year (the sixtieth "Early Termination Date") by delivering written notice of its intent to terminate this Lease (60ththe "Termination Notice") day following to Landlord on or before the date twelve (12) months prior to the Early Termination Date accompanied by payment of delivery to Landlord one-half (1/2) of the Termination Notice Fee (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease). The “Added Improvement Value Payment” will be the amount calculated as other one-half (1/2) of the Termination Date pursuant Fee shall be paid by Tenant to Landlord on the following formula: ninety-five percent (95%) earlier to occur of Tenant's vacation of the resulting difference of (A) Premises or the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the PropertyEarly Termination Date. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser Tenant fails to timely deliver its designation Termination Notice and pay the initial one-half (1/2) of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced saleTermination Fee, Tenant will manage the process thereof, determine the sale price be deemed to have waived such Termination Option. If (i) there are any uncured defaults by Tenant under this Lease as of the Property (which will be an arms’-length third party sale that maximizes date Tenant delivers the value Termination Notice or as of the PropertyEarly Termination Date, or (ii) and negotiate the terms Tenant's exercise of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a its expansion and/or right of first refusal rights under this Appendix F or any other expansion of the Premises has resulted in the "Premises" under this Lease totalling more than 152,331 Rentable Square Feet in Buildings 6, 7, 8 and 9 as of the Early Termination Date, the Termination Option shall be void, and the Lease shall remain in effect. If Tenant properly exercises its Termination Option, this Lease shall terminate as of the Early Termination Date, with all remaining obligations of the parties thereupon extinguished in full. In the event the Premises consists of Building 8 only as of the Early Termination Date, the "Termination Fee" shall equal $2,290,000.00. In the event the Premises has expanded beyond Building 8 as of the Early Termination Date, whether pursuant to this Appendix F or otherwise, then the Termination Fee as aforesaid shall increase by the following amounts: (a “ROFR”a) the total aggregate amount of Landlord's Contribution for such expansion space, plus any other monetary concession granted to Tenant for such space under the terms of this Lease or otherwise (e.g., moving expenses, equipment allowances, rent credits, etc.), which would be unamortized as of the Early Termination Date, assuming that such total aggregate amount were to be fully amortized over the term of the Lease (as amended) applicable to the expansion space, using an interest rate of 10% per annum, plus (b) the difference between (i) the total amount of Base Rent which would have been due and payable by Tenant for such expansion space over the period from the term commencement date for such expansion space until the Early Termination Date, using the average Base Rent per square foot per year for such space from such expansion commencement date until the originally scheduled Termination Date of the Lease applicable to such expansion space, less (ii) the total amount of Base Rent actually paid by Tenant for such shorter period with respect to any such sale expansion space, plus (c) the sum of the Property. monthly installments of Base Rent and Operating Cost Share Rent which would have been payable in the first four (vi4) In full calendar months following the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing Early Termination Date with respect to such expansion space. Any amendment to the material terms Lease done in connection with expansion of the Offer Premises shall contain a recalculation of the Termination Fee in accordance with the foregoing, provided that such recalculation shall be self-operative upon such expansion of the Premises, without regard to whether same is addressed in a Lease amendment. APPENDIX G FORM OF LETTER OF CREDIT [Letterhead of Financial Institution] IRREVOCABLE LETTER OF CREDIT No. _____________ _____________________, ____ CarrAmerica Realty, L.P. t/a Riata Corporate Park, as Landlord under the Lease referred to below ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn: Market Officer Gentlemen: 1. We hereby establish, at the request and for the account of Pervasive Software Inc. (including purchase price and closing datethe "Tenant"), upon receipt of which in your favor as Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”"Landlord"), or any successor or assign of Landlord, under that certain Lease between Landlord will pay Tenant the purchase price set forth in the Offer and Tenant, dated as of ____________________, 1998 (the “ROFR Purchase Price”"Lease"), and Landlord's successors and assigns, our Irrevocable Letter of Credit No. ______, in the Parties will amount of U.S. $175,000.00 (the "Stated Amount"), as more fully set forth hereinafter, effective immediately and expiring at the close of banking business at our [office address of Financial Institution] office on such ROFR pursuant _____________________ (the "Stated Expiration Date"). 2. Funds under this Letter of Credit are available to a purchase you against your sight draft(s) drawn on us, stating on its face: "Drawn under [Name of Financial Institution] Irrevocable Letter of Credit No. ______" and sale agreementaccompanied by your written, which shall be completed and executed certificate in the form attached hereto as Schedule 21 with appropriate insertions. Such draft(s) and certificate(s) shall be dated the date of presentation, which shall be made at any time during our business hours on a Business Day (as modified hereinafter defined) at our main office located at _________________________, _______, Texas (Attention: _________________), or at any other office of ours located in ________, Texas, that may be designated by us by written notice delivered to reflect you. If we receive your draft(s) and certificate(s) at such office, we shall, by no later than 11:00 a.m., ________, Texas time, on the terms third Business Day following the date of such demand, make payment to you of the Offeramount demanded. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord All payments hereunder shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) made in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for Landlord at the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date address set forth above in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and Austin, Texas. "Business Day" shall be completed through mean any day other than a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (Saturday, Sunday, or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs day on which national banks in the city and state in which is located the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale office of the Property in accordance with the terms hereof within one hundred eighty days (180) Landlord or [Name of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect Financial Institution] are authorized or required by law to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof)close. (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after Purchaser shall have the occurrence right to terminate this Agreement if it has determined in its sole discretion, for any reason or no reason at all, not to proceed with this transaction by giving written notice of a Termination Trigger (as defined below) with respect such election to the Property, but in any case, terminate to Seller by email only to ▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ no later than sixty (60) days following 5:00 P.M. Eastern Standard Time on the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as last day of the date of such Inspection Period, in which event (a) the Initial Deposit shall be returned to Purchaser and (b) except as expressly provided for in this Agreement, neither Seller nor Purchaser shall have any further liability or obligation to the other under this Agreement (the “Inspection Period Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“StabilizationOption”). Notwithstanding In the foregoingabsence of such timely notice, if the Current FMV of the Property as of the date the Inspection Period Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to Option provided for in this Section 2(b) 3.2 shall automatically expire and be of no further force or effect, this Lease will Agreement shall continue in full force and effect, and in accordance with Purchaser shall deliver the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior Additional Deposit to the applicable Termination Date, this Lease will terminate on such Termination DateEscrow Agent. In the event that any arbitration has not concluded on or before the applicable Termination DateApprovals are denied by the municipality, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in Purchaser shall have the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord right to terminate this Lease. (iii) Upon the affirmative or deemed approval Agreement by giving written notice of Landlord such election to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective Seller by email only to ▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ no later than 5:00 P.M. Eastern Standard Time on the last day of the month Zoning Approval Period, as may be extended, in which occurs event (a) the sixtieth Deposit, including any extension deposits made in accordance with Section 3.3,shall be returned to Purchaser and (60thb) day following except as expressly provided for in this Agreement, neither Seller nor Purchaser shall have any further liability or obligation to the date of delivery to Landlord of the Termination Notice other under this Agreement (the “Zoning Approval Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMVOption”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of Following the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third AppraiserInspection Period, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (Purchaser, except in the event of only if this Agreement is terminated solely due to Purchaser’s Zoning Approval Termination Option, a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date by Seller or as otherwise expressly set forth in this Agreement. For avoidance of doubt, if Purchaser terminates the ROFR Notice (or on such earlier date Agreement during the Zoning Approval Period, as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days extended, prior to the ROFR Closing Date. The ROFR Purchase Price municipality having rendered a decision denying or approving the Approvals, the Deposit, including all extension option payments, shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property non-refundable to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof)Purchaser. (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. Tenant shall be entitled to terminate the Lease with respect to the 767 Premises (ibut only with respect to all of the 767 Premises) From and at any time after the occurrence tenth (10th) anniversary of the 767 Commencement Date; provided that, Tenant (a) provides Landlord with no less than twelve (12) months’ prior written notice and (b) pays (on or before the effective date of such termination) to Landlord a Termination Trigger termination fee equal to the unamortized (as of the termination date) amounts (calculated by amortizing the applicable amounts described in clauses (m) and (n) below on a straight-line basis commencing on the 767 Commencement Date, and continuing thereafter until June 30, 2029) of (m) the 767 TI Allowance and (n) any commission payable to Tenant’s Broker (as defined below) in connection with this Sixteenth Amendment for the 767 Premises. If Tenant timely exercises its option to terminate the Lease with respect to the Property, but in any case, no later than sixty (60) days following 767 Premises and pays Landlord the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMVapplicable termination fee, then Tenant will not have a right or option shall surrender the 767 Premises to terminate this Lease pursuant to this Section 2(b) and this Lease will continue Landlord on the applicable surrender date in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, condition required by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of surrendering Premises upon the expiration of such ten (10) day period or earlier termination thereof. From and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on after the date on which Tenant acquired actually surrenders the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable 767 Premises in the calendar year in which a ROFR Closing occurs but are not due and payable at condition required by the time of such ROFR Closing and Lease for surrendering Premises, (x) the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes Lease (with respect to the Property have not been set 767 Premises only) shall terminate and be of no further force or effect as of the date thereoftermination date, except for those provisions that expressly survive the present tax rate expiration or earlier termination thereof (including Landlord’s rights to any unpaid balance of Tenant), (y) the term “Premises” as used in the Lease shall no longer include the 767 Premises and the most recent assessed valuation for the Property (z) Tenant’s Pro Rata Share shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlordadjusted accordingly. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. The period of time between the date hereof and 4:00 p.m. on September 17, 2000 is hereinafter referred to as the "Inspection Period." Buyer, in its sole discretion, may elect to terminate this Agreement, for any reason or no reason, by giving notice of such election to Seller on any day prior to and including the final day of the Inspection Period (itime being of the essence of the giving of such notice), in which event, except as expressly set forth herein, neither Seller nor Buyer shall have any further liability or obligation to the other hereunder. If such termination by Buyer occurs on or prior to the date which is twenty (20) From and days after the occurrence date of a Termination Trigger this Agreement, then the Initial Deposit shall be returned to Buyer; however, if such termination occurs after said twenty (20) day period, then the Initial Deposit shall be nonrefundable and shall be retained by Seller as defined below) with respect it's own property, free and clear of any rights or claims of Buyer. If Buyer does not elect to terminate this Agreement, then by not later than the expiration of the Inspection Period, Buyer shall deliver the Additional Deposit to Escrow Agent. If Buyer timely delivers the Additional Deposit to Escrow Agent, as aforesaid, the delivery of the Additional Deposit shall be considered an election by Buyer not to terminate this Agreement, and all of the conditions of this Section 4.3 shall be considered satisfied and the Buyer's termination option under this Section 4.3 shall be null and void and of no further force or effect, and this Agreement and the obligations of the parties shall remain in full force and effect. Without limiting the foregoing, if Buyer fails to deliver the Additional Deposit by not later than the expiration of the Inspection Period, then such failure shall be considered to be an election by Buyer to terminate this Agreement, in which event the Initial Deposit shall be nonrefundable and shall be retained by Seller as its own property, free and clear of any rights or claims of Buyer, and except as expressly set forth herein, neither Seller nor Buyer shall have any further liability or obligation to the other hereunder. Except as set forth in this Article 4, there are and shall be no conditions or contingencies, of any kind whatsoever, to the obligation of Buyer to purchase the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior contingencies relating to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor obtaining of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etcfinancing by Buyer.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, and the arbitration (A) is decided in favor of Tenant, then this Lease will terminate on such Termination Date, or (B) is decided in favor of Landlord, then this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). In the event that any arbitration has not concluded on or before the applicable Termination Date, the following terms shall apply: (a1) Tenant will pay all rent Rent amounts due after such Termination Date, through and including the date on which the arbitration concludes, into an escrow account account; (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b2) if the arbitration is decided in favor of Tenant, then, on the date which is fifteen (15) days following the date on which the arbitration decision is rendered (the “Final Termination Date”), (a) this Lease will terminate, (b) the escrowed Rent amounts will be returned to Tenant, (c) Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, debt service payments and related fees paid by Tenant to any Leasehold Mortgagee (as hereinafter defined) (to the extent any such payments or fees are incurred solely on account of the indebtedness secured by the Leasehold Mortgage being repaid on or about the Final Termination Date instead of on the Termination Date (as set forth in the Termination Notice), etc.) from during the period commencing on the first day following the Termination Date until and including ending on the date on which Final Termination Date (such period, the “Termination Extension Period”) and (d) Tenant will pay over to Landlord the aggregate amount of any rent amounts or other income collected from occupants of the Property during, and attributable to, the Termination Extension Period or any portion thereof; and (3) if the arbitration is decided in favor of Landlord, then (a) this Lease actually terminateswill continue in full force and effect, which date will be fifteen as though the applicable Termination Notice had not been sent, and, (15b) days within three (3) Business Days following the date on which the arbitration decision is rendered, the escrowed Rent amounts will be paid to Landlord (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account both the value-add after the development or redevelopment and/or lease up thereofthereof and any market fluctuations then in effect), less (B) Eighty-Nine Million and 00/100 Dollars ($ $89,000,000.00), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property; provided, that, Tenant may, by delivery of a written notice to Landlord within ten (10) days following the date on which Landlord so declines to make the Added Improvement Value Payment, elect to rescind the applicable Termination Notice, following which this Lease will continue in full force and effect, as though such Termination Notice had not been sent. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.its

Termination Option. (i) From and after Without limiting the occurrence provisions of a Termination Trigger (as defined below) with respect to the PropertySection 8.1 or 8.2, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will Purchaser shall have the option to terminate this Lease Agreement (the “Termination Option”) at any time from and after the date of this Agreement until the earlier of (i) the day that is ten Business Days after the date on which all of the conditions set forth in Section 6.1 and 6.2 shall have been satisfied or waived (other than such conditions that, by sending their nature, are to Landlord a be satisfied at the First Closing); (ii) the day on which any Seller Party receives written notice from Purchaser that a Business Material Adverse Effect has occurred; or (iii) the day Purchaser or any of its Affiliates commences an action or files a claim in any court in relation to any action, suit or proceeding arising out of or in connection with this Agreement or any other Transaction Document, or the transactions contemplated hereby or thereby (the “Option Period”). The Termination Notice”) stating that Tenant desires Option will become null and void, and have no further force or effect, and Purchaser’s right to terminate this LeaseAgreement pursuant to the Termination Option will cease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as immediately upon the expiration of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) Option Period. From and a rent roll). A “Termination Trigger” will have occurred when after the development or redevelopment expiration of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoingOption Period, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not unless prior thereto Purchaser shall have a right or option to terminate terminated this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and Agreement in accordance with Section 8.1 or (subject to the terms hereof. (iipayment of the Option Exercise Fee as provided below in this Section 8.3) In this Section 8.3, in the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as all of the date conditions set forth in Section 6.1 and 6.2 shall have been satisfied or waived and Purchaser shall have failed to effect the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination DateFirst Closing, (a) Tenant will pay all rent amounts due after the sole and exclusive remedy available to the Seller Parties and their Affiliates in respect of such date into an escrow account (which rent amounts failure to effect the First Closing will be paid over $1,000,000 plus an amount equal to Landlord all reasonable and documented legal fees and expenses of the Seller Parties incurred in the event the arbitration is decided connection with any action or claim brought by Purchaser in favor any court in relation to any action, suit or proceeding arising out of Landlordor in connection with this Agreement or any other Transaction Document, or returned to Tenant the transactions contemplated hereby or thereby, provided that, for the avoidance of doubt, neither any Seller Party nor of its Affiliates shall seek, or be entitled in the event the arbitration is decided in favor of Tenant)any respect to, punitive, exemplary, consequential, incidental or special damages, and (b) if Purchaser shall no longer be entitled to seek specific performance of the arbitration is decided Seller Parties’ obligations hereunder pursuant to Section 9.10. For the avoidance of doubt, Purchaser’s right to seek specific performance of the Seller Parties’ obligations under Section 9.10 shall remain unaffected and in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred full force and effect except in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price limited circumstances set forth in the Offer (immediately preceding sentence of this Section 8.3. Purchaser may exercise the “ROFR Purchase Price”), and Termination Option at any time during the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated Option Period by delivering notice in accordance with Section 9.1 to the terms hereof. (vii) In Seller Parties, and simultaneously paying to the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance NoticeSeller Parties, by wire transfer of immediately available funds to a national title insurance company reasonably acceptable one or more accounts specified by Parent in writing (or, if no such written specification is given by Parent to Tenant, who shall perform the services of escrow agent for the closing Purchaser prior to Purchaser’s exercise of the Property. The ROFR Deposit shall be nonrefundable Termination Option, by check payable to Landlord (except Parent), an amount in the event of a material default of Tenant in performing its closing obligations pursuant cash equal to the purchase and sale agreement for the transaction). The closing shall take place on the date $1,000,000, without deduction or set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) off (the “ROFR Closing DateOption Exercise Fee”) and ), in which case the payment of the Option Exercise Fee shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior sole and exclusive remedy available to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds Seller Parties and Tenant shall convey good and marketable title (their Affiliates with respect to any termination of this Agreement pursuant to this Section 8.3 or other valid interests held any breach by Tenant) in the subject ROFR Property to Landlord Purchaser or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding Agreement or any of the foregoing other Transaction Documents or any failure by Purchaser to effect or consummate any of the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlordtransactions contemplated by this Agreement. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence of a The “Termination Trigger Option” (as defined belowset forth in the Fourth Amendment) shall apply to Tenant’s rights with respect to the PropertyNew Expansion Space, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that Tenant (and any assignee of a Permitted Assignment or as permitted pursuant to Section 22(a)) shall have the Parties will endeavor option to conclude any such arbitration within thirty either (30a) days (e.g., terminate the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by Lease in its entirety on the Termination Date (as defined belowin the Fourth Amendment), and or (b) terminate the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes Lease in part on or prior to the applicable Termination Date, this as it relates to Tenant’s right to possess and occupy fifty percent (50%) of the first floor of the Project. The first floor of the Project is comprised of four quadrants, and Tenant’s right to partially terminate the Lease shall apply to two contiguous quadrants reasonably acceptable to Landlord (herein the “First Termination Space”). In addition to the foregoing, if Tenant elects to exercise its Termination Option with respect to the First Termination Space, then Tenant shall have the right to terminate the Lease with respect to the remaining fifty percent (50%) of the first floor of the Project (the “Second Termination Space”, and collectively with the First Termination Space, the “Termination Space”) on the anniversary of the Termination Date (the “Second Termination Date”). The definition of “Termination Fee” (as set forth in the Fourth Amendment) is hereby amended to include within such amount, all unamortized portions of the New Expansion Space TIA and all brokerage commissions paid or incurred by Landlord in connection with the Sixth Lease Amendment. If the Lease is terminated in its entirety, such additional amount will terminate on such be equal to $39,960.00 as of the Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination DateLease is only partially terminated as provided in this Section 8, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will Fee shall be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval reduced by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant attributable to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Premises that Tenant continues to occupy. Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as and Tenant acknowledge and agree that notwithstanding Section 19 (i) of the date thereofFourth Amendment, if the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt Lease is assigned or sublet in accordance with Section 22 of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contraryLease, then Tenant shall have the right to prosecute exercise its Termination Option (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlordas modified herein). (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From Notwithstanding anything to the contrary contained in the Lease, from and after October 26, 2018, Tenant and Landlord shall each have an option (the occurrence "Termination Option") to terminate the Lease, as amended hereby, without payment of a any fee, premium or penalty, by providing the non-terminating party with at least ninety (90) days prior written notice of such termination, which notice shall specify the actual early termination date (the "Termination Trigger (Date"). Tenant shall remain liable for payment to Landlord ofall rent and other sums due or accrued, and for the performance and keeping of all the covenants, agreements and obligations under the Lease, as defined below) with respect amended hereby, to be performed, paid and kept by Tenant prior to the PropertyTermination Date. Neither party shall have any rights, but in any caseestates, no later than sixty (60) days following liabilities or obligations under the date Lease, as amended hereby, for the period accruing after the Termination Date, except those which, by the provisions of such occurrencethe Lease, as amended hereby, expressly survive the expiration or termination of the Term, as extended hereby. Tenant will have shall surrender and vacate the option to terminate this Lease by sending Premises and deliver possession thereof to Landlord a written notice (a “on or before the Termination Notice”) stating that Tenant desires to terminate this Date in condition required under the Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as amended hereby, for surrender of the date of such Termination Notice (includingPremises, without limitation, copies of paid invoices, lien releases (in statutory formand, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to requested by Landlord, Landlord will send to and Tenant shall enter into a Dispute Notice (written agreement reflecting the termination of the Lease, as defined in and pursuant to Section 26(b)) containing an explanation of such dispute amended hereby, upon the terms provided for herein, which agreement shall be executed within thirty (30) days following its receipt of after the terminating party exercises the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.Option

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect Notwithstanding anything to the Propertycontrary in this Agreement, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will Purchaser shall have the option to terminate this Lease the payment of Contingent Consideration (the “Termination Option”) by sending making a lump sum payment equal to Landlord a one of the following amounts: (i) Thirty Three Million Dollars ($33,000,000) (if the Termination Option is exercised during the First Earn-out Period), (ii) Thirty Million Dollars ($30,000,000) (if the Termination Option is exercised during the Second Earn-out Period) or (iii) Twenty Million Dollars ($20,000,000) (if the Termination Option is exercised during the Third Earn-out Period) (the applicable one of such amounts, the “Termination Amount”). If the Purchaser elects to exercise such option, it shall deliver written notice thereof (a the “Termination Notice”) stating that Tenant desires to terminate this Leasethe Shareholders Representative and the Termination Option shall be deemed to be exercised upon such delivery. Subject to the Purchaser’s right to withhold, together set-off and apply amounts in accordance with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as Section 10.9, promptly following the exercise of the date Termination Option the Purchaser deposit in the Exchange Fund an amount in cash equal to the applicable Termination Amount, less any portion thereof payable to MMV pursuant to the MMV Warrant and MMV Payoff Letter or to ▇▇▇▇▇▇ pursuant to the Warrant Termination Agreement, by direct wire transfer of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when immediately available funds to be held by the development or redevelopment Exchange Agent for the benefit of the Property has been substantially completed (if applicable) Holders and the Property has reached at least ninetyCarve-five percent (95%) occupancy Out Participants for a minimum period of twelve (12) consecutive months (“Stabilization”)payment as promptly as practicable in accordance with this Article III. Notwithstanding Upon the foregoing, if the Current FMV completion of the Property as deposit of the date Termination Amount into the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right Exchange Fund (net of any portion thereof used to pay MMV or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and ▇▇▇▇▇▇ in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred preceding sentence or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send satisfy indemnification payments finally determined to Tenant a Dispute Notice (as defined in and pursuant to Section 26(bbe owed under Article X)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable Purchaser shall have no further obligation to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms pay any further Contingent Consideration or any Change of Section 26Control Amount; provided, however, that the Parties will endeavor Purchaser shall continue to conclude any such arbitration within thirty (30) days (e.g., be required to pay the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) orContingent Consideration, if possibleany, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and nonwith respect to each Earn-appealable. If any such arbitration concludes on or out Period that has been completed prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt exercise of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated Option in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereofSection 3.10(d). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ )$____________5, being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each 5 NTD: AIMCO to advise of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the fair market value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the applicable Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of lease commencement, with such ROFR Closing and number to be input in the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, space provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlordhere. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect A. Notwithstanding anything to the contrary contained in this Lease, in the event Lessee fails to exercise its Expansion Option to lease the 3931 Property, but as set forth in any caseParagraph 12 hereinabove, no later than sixty (60) days following the date of such occurrence, Tenant will Lessee shall have the option to terminate and cancel this Lease by sending to Landlord a effective as of the last calendar day of any calendar month including or following thirty-sixth (36th) full calendar month of the Extended Term (the “Early Termination Date”) upon Lessee’s delivery of written notice to Lessor (a the “Termination Notice”), which notice shall be delivered to Lessor no later than nine(9) stating that Tenant desires months prior to terminate this Leasethe intended Early Termination Date (the “Notice Period”), together with reasonable documentation evidencing that and concurrently therewith, Lessee shall deliver to Lessor a Termination Trigger has occurred termination fee equal to (i) six (6) months of the then existing Base Rent, and is continuing (ii) the unamortized Allowance and leasing commissions paid by Lessor (as of the date six (6) months following the Early Termination Date, to take into account, in each case, the six (6) months of such Base Rent included in the Termination Fee), and (iii) the full amount of any unamortized Additional Allowance which has been drawn by Lessee, with accrued interest, that is then due and owing to Lessor (collectively the ”Termination Fee”). Subject to Lessor’s timely receipt of the Termination Notice (and the Termination Fee, this Lease shall automatically terminate and be of no further force or effect, and Lessor and Lessee shall be relieved of their respective obligations under this Lease, as of the Early Termination Date, except with respect to those obligations set forth in this Lease which specifically survive the expiration or earlier termination of this Lease, including, without limitation, copies the payment by Lessee of paid invoicesall amounts owed by Lessee under this Lease accruing prior to the Early Termination Date. The termination rights granted to Lessee under this Paragraph 13 are personal to the Lessee originally-named in this Second Amendment or any Permitted Transferee, lien releases (in statutory form, if applicable) and a rent roll)may not be assigned or transferred to any other person or entity. A “If Lessee fails to deliver timely the Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) Notice and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMVFee in accordance with this Paragraph 13, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) any purported exercise shall be deemed null, void and this Lease will continue in full of no further force and effect, and in accordance with the terms hereof. (ii) B. In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing Lessee exercises the Expansion Option to lease the 3931 Property, as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined set forth in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute NoticeParagraph 12 hereinabove, the Parties are unable option to resolve the dispute within thirty (30) days thereafter, the Parties will proceed cancel this Lease set forth in Paragraph 13.A shall be modified to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, provide that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Early Termination Date (as defined below), and the decision rendered thereby will shall be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last calendar day of the any calendar month in which occurs including or following the sixtieth (60th) day full calendar month following the date Commencement Date of delivery to Landlord the lease of the 3931 Property, the Termination Notice shall be delivered to Lessor no later than nine (the “Termination Date”). (iv9) On or months prior to the intended Early Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of Date and the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which Fee shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes six (6) months of the then existing Base Rent payable for the Premises and the 3931 Property, and (ii) the unamortized Allowance and leasing commissions paid by Lessor relative to the Premises (as of the date six (6) months following the Early Termination Date to take into account, in each case, the six (6) months of Base Rent included in the ROFR Closing Termination Fee), and (iii) the unamortized 3931 Allowance and leasing commissions paid by Lessor relative to the extent incurred during the Applicable Tax Period) and 3931 Property (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereofsix (6) months following the Early Termination Date to take into account, for each case, the present tax rate six (6) months Base Rent included in the Termination Fee), and (iv) the full amount of any unamortized Additional Allowance which has been drawn by Lessee, with accrued interest, that is then due and owing to Lessor. If Lessee fails to deliver timely the Termination Notice and the most recent assessed valuation for the Property Termination Fee in accordance with this Paragraph 13, then any purported exercise shall be used for the purposes deemed null, void and of making the adjustments at such ROFR Closing under this paragraph no further force and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlordeffect. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. Provided that (i) From Tenant is not in default (beyond applicable notice and after cure periods) in the occurrence performance of a Termination Trigger any of its obligations under the Lease (as defined belowamended hereby) with respect to the Property, but in any case, no later than sixty (60) days following on the date that Tenant delivers the Termination Notice and on the Termination Date (each, as hereinafter defined), and (ii) Tenant has not exercised its Right of such occurrenceFirst Offer set forth in Section 34 of the Lease, Tenant will shall have the one-time option to terminate this the Lease (the “Termination Option”) without penalty or cost in the event that the combined rentable square footage collectively occupied by sending both FLOWSERVE and/or ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (and/or either and/or both of their affiliates, successors and/or assigns) in Building 20 of the Phillipsburg Commerce Park becomes less than thirty-five thousand (35,000) rentable square feet (each, a “Co-Tenancy Failure”), subject to and upon the following terms and conditions: (a) Tenant shall give Landlord a no less than six (6) months prior written notice (a the “Termination Notice”) stating that of its intention to exercise its Termination Option not later than thirty (30) days after Landlord delivers written notice to Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date occurrence of such Termination Notice (includinga Co-Tenancy Failure, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment time being of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”)essence. Notwithstanding the foregoing, if in the Current FMV event that both FLOWSERVE and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (or their respective affiliates, successors and/or assigns) extend their respective leases in Building 20 of the Property Phillipsburg Commerce Park through or beyond August 31, 2016, then the Termination Option shall be deemed to be null and void and of no further force or effect upon delivery by Landlord to Tenant of written proof of such lease extensions, which proof shall include signatures of Landlord and each such tenant. If such Termination Option is exercised, the Lease shall terminate as of the date specified in the Termination Trigger occurs is Notice, which shall be no less than the Lease Commencement FMV, then six (6) months after Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date delivers the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). In the event that Tenant fails to deliver the Termination Notice to Landlord within the time periods prescribed by this subparagraph, then Tenant shall be deemed to have irrevocably waived the Termination Option and, in such event, Tenant’s Termination Option shall be null and void and Tenant shall have no further right to terminate the Lease pursuant to this Section. (ivb) On Notwithstanding Tenant’s delivery of the Termination Notice, Tenant shall continue to pay all Rent through the Termination Date. The Rent shall be apportioned as of the Termination Date. (c) Tenant shall surrender vacant possession of the Demised Premises on or prior to the Termination Date. In the event Tenant exercises its Termination Option, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated Lease shall terminate as of the Termination Date pursuant to as if the following formula: ninety-five percent (95%) Termination Date were the date originally stipulated for the expiration of the resulting difference Term; provided, however, that nothing herein shall relieve Tenant of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately any obligations which accrued prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third AppraiserTermination Date. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence of Tenant shall have a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option one-time right to terminate this Lease (the “Termination Option”), by sending notice to Landlord a written notice (a the “Early Termination Notice”) stating that Tenant desires to terminate this Leasegiven no earlier than June 1, together with reasonable documentation evidencing that a Termination Trigger has occurred 2011 and is continuing as of the date of such Termination Notice (includingno later than July 31, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease2012, which termination will shall, subject to the provisions of this Article 33, be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice June 30, 2013 (the “Termination Date”). , provided that (ivi) On this Lease shall be in full force and effect and no Material Default shall have occurred and be continuing on the date of Tenant’s giving of the Early Termination Notice and on the Termination Date, and (b) together with the Early Termination Notice, Tenant shall pay to Landlord the sum of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) (the “Termination Payment”). Time shall be of the essence as to the giving of the Early Termination Notice by Tenant, and if Tenant fails to timely give the Early Termination Notice, Tenant shall have no further rights under this Article 33 to exercise the Early Termination Option or otherwise to terminate this Lease prior to the Expiration Date. In the event that Tenant shall timely give the Termination Notice and shall otherwise comply with the conditions set forth in this Article 33 to the exercise of the Termination Option, including the making of the Termination Payment, this Lease and the Term shall expire and come to an end on the Termination Date with the same effect as if such date were the Expiration Date, and Tenant shall remain liable to pay all Fixed Rent and Additional Rent due and payable, and to perform any and all other obligations of Tenant accruing under this Lease on or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of On the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such eventtermination, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; vacate and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale deliver possession of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable Premises to Landlord (except as provided in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof)Article 20. (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, and the arbitration (A) is decided in favor of Tenant, then this Lease will terminate on such Termination Date, or (B) is decided in favor of Landlord, then this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). In the event that any arbitration has not concluded on or before the applicable Termination Date, the following terms shall apply: (a1) Tenant will pay all rent Rent amounts due after such Termination Date, through and including the date on which the arbitration concludes, into an escrow account account; (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b2) if the arbitration is decided in favor of Tenant, then, on the date which is fifteen (15) days following the date on which the arbitration decision is rendered (the “Final Termination Date”), (a) this Lease will terminate, (b) the escrowed Rent amounts will be returned to Tenant, (c) Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, debt service payments and related fees paid by Tenant to any Leasehold Mortgagee (as hereinafter defined) (to the extent any such payments or fees are incurred solely on account of the indebtedness secured by the Leasehold Mortgage being repaid on or about the Final Termination Date instead of on the Termination Date (as set forth in the Termination Notice), etc.) from during the period commencing on the first day following the Termination Date until and including ending on the date on which Final Termination Date (such period, the “Termination Extension Period”) and (d) Tenant will pay over to Landlord the aggregate amount of any rent amounts or other income collected from occupants of the Property during, and attributable to, the Termination Extension Period or any portion thereof; and (3) if the arbitration is decided in favor of Landlord, then (a) this Lease actually terminateswill continue in full force and effect, which date will be fifteen as though the applicable Termination Notice had not been sent, and, (15b) days within three (3) Business Days following the date on which the arbitration decision is rendered, the escrowed Rent amounts will be paid to Landlord (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account both the value-add after the development or redevelopment and/or lease up thereofthereof and any market fluctuations then in effect), less (B) Two Hundred Forty Million and 00/100 Dollars ($ $240,000,000.00), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property; provided, that, Tenant may, by delivery of a written notice to Landlord within ten (10) days following the date on which Landlord so declines to make the Added Improvement Value Payment, elect to rescind the applicable Termination Notice, following which this Lease will continue in full force and effect, as though such Termination Notice had not been sent. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (ia) From Effective as of the date of this Amendment, Section 3 of the Seventh Amendment, as amended by Section 3 of the Eighth Amendment and Section 3 of the Ninth Amendment, shall be deleted from the Lease in its entirety and shall be of no further force or effect. (b) Notwithstanding anything to the contrary contained in the Lease, from and after the occurrence date of a Termination Trigger this Amendment, Tenant and Landlord shall each have an option (the "Tennination Option") to terminate the Lease, as defined below) amended hereby, without payment of any fee, premium or penalty, by providing the non-tenninating party with respect to the Property, but in any case, no later than at least sixty (60) days following the date prior written notice of such occurrencetennination, which notice shall specify the actual early termination date (the "Termination Date"). Tenant will have the option to terminate this Lease by sending shall remain liable for payment to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this of all rent and other sums due or accrued, and for the perfonnance and keeping of all the covenants, agreements and obligations under the Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred as amended hereby, to be performed, paid and is continuing kept by Tenant prior to the Tennination Date. Neither party shall have any rights, estates, liabilities or obligations under the Lease, as of amended hereby, for the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date accruing after the Termination Trigger occurs is less than the Lease Commencement FMVDate, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possibleexcept those which, by the Termination Date (provisions of the Lease, as defined below)amended hereby, expressly survive the expiration or termination ofthe Tenn, as extended hereby. Tenant shall surrender and vacate the decision rendered thereby will be final, binding Premises and non-appealable. If any such arbitration concludes on or prior deliver possession thereof to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded Landlord on or before the applicable Termination DateDate in condition required under the Lease, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in as amended hereby, for surrender of the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant)Premises, and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse and Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send shall enter into a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect written agreement reflecting the termination of this the Lease, as amended hereby, 4834-9038-5720. I I 080791 3 upon the terms provided for herein, which termination will agreement shall be effective on executed within thi11y (JO) clays after the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of terminating party exercises the Termination Notice (the “Termination Date”)Option. (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ )$____________5, being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. 5 NTD: AIMCO to advise of the fair market value of the applicable Property at the time of lease commencement, with such number to be input in the space provided here. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From So long as no default defined in Section `14.1 has occurred before the Notice Date defined in this Section and neither a default exists nor circumstances exists that would be a default after the occurrence giving of a notice or the passage of time, or both, on the Termination Trigger (as Date defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrencethis Section, Tenant will have the option right to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the 90th full calendar month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice Lease Term (the “Termination Date”) by written notice to Landlord given at least nine full months before the Termination Date (the “Notice Date”).. Tenant’s notice will be accompanied by its payment of: (a) (i) the unamortized costs incurred by Landlord to improve the Premises pursuant to the TI Work; (ii) the unamortized amounts of abated Base Rent; (iii) the unamortized amount paid by Landlord pursuant to Article XVIII; and (iv) interest on the foregoing unamortized amounts at the rate of 8% per annum. The amortizations will be over the Lease Term, plus (b) the Base Rent due for the six months following the Termination Date. Landlord and Tenant will perform all of their obligations in this Lease up to and including the Termination Date. On or prior to the Termination Date, the rights and obligations of Landlord has the right, but and Tenant that have not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for accrued or do not survive this LeaseLease by its terms or by law will cease. The “Added Improvement Value Payment” will termination option shall be the amount calculated as of the Termination Date pursuant personal to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used original Tenant named herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, or a transferee which shall be determined pursuant succeeds to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiseroriginal Tenant’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property herein pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1Exempt Transfer as described in Section 9.1(c) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”)hereof, and the Parties will close on such ROFR pursuant to a purchase shall become null and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent void upon any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR other assignment or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination sublease of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Leaseby Tenant.

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will shall have the option (“Termination Option”) to terminate this the Lease by sending to effective as of the last day of the seventy-second (72nd) full calendar month of the Term (“Termination Date”) upon the following terms and provisions: A. Tenant gives Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt Tenant’s exercise of the Termination Notice. IfOption, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will shall not be deemed an approval effective unless (i) received by Landlord to terminate this Lease. at least nine (iii9) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or full calendar months prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much a termination fee in the amount of [***] Dollars ($[***]) (“Termination Fee”) is wire transferred to Landlord on or before the Current Year Taxes as Termination Notice is given to Landlord. The Termination Fee shall be allocable to earned by Landlord upon receipt and shall not be refundable under any circumstances. B. No default in the payment of Rent and no material Event of Default has occurred and is continuing, either on the date Tenant (delivers the Termination Notice or its applicable Affiliate) by proration (based upon the number of days in such calendar year at any time prior to the date Termination Date. C. Tenant has not exercised the Expansion Option. D. Tenant shall remain obligated to perform each and every term, covenant, condition and agreement to be performed by Tenant under this Lease, including, without limitation, the obligation of the ROFR Closing). Any Taxes Tenant to pay all Rent and other payments which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion obligation of the Current Year Taxes not assumed by Landlord hereunder Tenant under the Lease, through and including the Termination Date. E. The Termination Option herein granted shall be credited automatically terminate upon the earliest to Landlord through a credit against occur of (i) the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as expiration or termination of the date thereofLease, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30ii) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant Tenant’s right to this Section 2possession of the Premises, (iii) any assignment or subletting by Tenant will bear other than a Permitted Transfer, (iv) the responsibility exercise of obtaining such consent and the Expansion Option, or (v) the failure of Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive to timely or properly exercise the termination of this LeaseTermination Option.

Termination Option. (a) Provided Tenant is not then in default of its obligations hereunder beyond the expiration of applicable notice and grace periods provided for herein for the cure thereof, Tenant shall have the one time right to cancel this Lease with respect to only the Additional Premises as of April 30, 2007 (the "Cancellation Date") by notifying Landlord, in writing (the "Cancellation Notice"), at least six (6) months prior to the Cancellation Date of Tenant's intent to exercise this cancellation option and by delivering and paying to Landlord, together with its delivery of the Cancellation Notice, a bank or certified check in the amount of the Cancellation Fee (as hereinafter described). The Cancellation Fee shall mean, for purposes of this Article, the sum of (i) From three months of the Fixed Rent and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate Additional Rent which would otherwise be due under this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date Cancellation Date, plus (ii) brokerage commissions in the amount of such Termination Notice $22,862.07. (b) Upon satisfaction by Tenant of each and all of the above conditions including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment timely payment of the Property has Cancellation Fee, and upon the Additional Premises having been substantially completed (surrendered to Landlord and vacated by Tenant on or before the Cancellation Date as if applicable) that date were the Expiration Date under this Lease, this Lease with respect to the Additional Premises only shall be deemed canceled and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property terminated as of the date the Termination Trigger occurs Cancellation Date. Time is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent essence with respect to Landlord, Landlord will send to Tenant a Dispute Notice (as defined all time periods referenced in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination DateArticle. In the event that any arbitration has not concluded on or before Tenant shall fail to fully and timely comply with each of the applicable Termination Dateconditions herein contained, (a) Tenant will pay be deemed to have waived all rent amounts due after such date into an escrow account of its rights contained in this Article. (which rent amounts will c) This cancellation option is personal to Hirsch International Corp., ▇▇▇ ▇▇y not be paid over to Landlord in the event the arbitration is decided in favor transferred by operation of Landlordlaw or otherwise, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course except in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month transaction in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) Tenant sells or assigns all delinquent real estate taxes as or substantially all of the date of the ROFR Closing (its assets to the extent incurred during the Applicable Tax Period) and another corporation or entity or (ii) so much of the Current Year Taxes as shall be allocable to Tenant (consolidates or merges its applicable Affiliate) by proration (based upon the number of days in business with such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense other corporation or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlordentity. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.

Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, and the arbitration (A) is decided in favor of Tenant, then this Lease will terminate on such Termination Date, or (B) is decided in favor of Landlord, then this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). In the event that any arbitration has not concluded on or before the applicable Termination Date, the following terms shall apply: (a1) Tenant will pay all rent Rent amounts due after such Termination Date, through and including the date on which the arbitration concludes, into an escrow account account; (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b2) if the arbitration is decided in favor of Tenant, then, on the date which is fifteen (15) days following the date on which the arbitration decision is rendered (the “Final Termination Date”), (a) this Lease will terminate, (b) the escrowed Rent amounts will be returned to Tenant, (c) Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, debt service payments and related fees paid by Tenant to any Leasehold Mortgagee (as hereinafter defined) (to the extent any such payments or fees are incurred solely on account of the indebtedness secured by the Leasehold Mortgage being repaid on or about the Final Termination Date instead of on the Termination Date (as set forth in the Termination Notice), etc.) from during the period commencing on the first day following the Termination Date until and including ending on the date on which Final Termination Date (such period, the “Termination Extension Period”) and (d) Tenant will pay over to Landlord the aggregate amount of any rent amounts or other income collected from occupants of the Property during, and attributable to, the Termination Extension Period or any portion thereof; and (3) if the arbitration is decided in favor of Landlord, then (a) this Lease actually terminateswill continue in full force and effect, which date will be fifteen as though the applicable Termination Notice had not been sent, and, (15b) days within three (3) Business Days following the date on which the arbitration decision is rendered, the escrowed Rent amounts will be paid to Landlord (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account both the value-add after the development or redevelopment and/or lease up thereofthereof and any market fluctuations then in effect), less (B) Seventy-Nine Million One Hundred Two Thousand Four Hundred Ten and 00/100 Dollars ($ $79,102,410.00), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property; provided, that, Tenant may, by delivery of a written notice to Landlord within ten (10) days following the date on which Landlord so declines to make the Added Improvement Value Payment, elect to rescind the applicable Termination Notice, following which this Lease will continue in full force and effect, as though such Termination Notice had not been sent. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Section 2 shall survive the termination of this Lease.Ta