Common use of Extension Terms Clause in Contracts

Extension Terms. The terms of each extension in accordance with this Section 2.19 shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any) and set forth in an Extension Amendment; provided that (i) the extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) of the extended Revolving Credit Commitments shall be the same as the Borrowers and guarantors (if any) with respect to the then existing Loans, (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder) shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any), (iii) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwise, the terms of the extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any)).

Extension Terms. The terms Sublessee shall have two (2) successive options (each, an “Extension Option”) to extend the Term for periods of five (5) years each extension in accordance with this Section 2.19 (each, an “Extension Term”), the first of which Extension Term shall be determined by commence on the Borrowers termination date of the Base Term, and the applicable Extending Lenders second of which shall commence on the day immediately following the expiration of the first Extension Term, said Extended Terms to be on the same terms and Additional Commitment Extension Lenders (if any) and set forth in an Extension Amendment; provided conditions as the Lease except that (i) the extended Loans will rank pari passu in right of payment and with respect Lease shall contain no further options to security with extend after the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) expiration of the extended Revolving Credit Commitments second Extension Term, and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed as set forth below and not be subject to annual adjustment as provided in the same reference data. Sublessee shall provide written notice (“Sublessee’s Extension Notice”) to Sublessor of its determination to exercise each such Extension Option no later than twelve (12) months prior to the expiration of the then current Term (“Notice Date”). The Fixed Rental Rate for each Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the Borrowers then prevailing fair market net rental rate for office and guarantors (if any) with respect warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the then existing LoansPremises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) on Sublessee’s obligation to pay Expenses as provided herein, and after (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the applicable Extended Maturity Date, attention of the interest rate margin, rate floors, fees, original issue discount and premium applicable other or to any extended Revolving Credit Commitment (and a real estate professional called upon to assist in the Loans thereunder) determination of the fair market rental rate. The Extension Rental Rate shall be determined by as follows: in the Borrowers event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the applicable Extending Lenders amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and Additional Commitment shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Lenders Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (if anywhich notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) borrowing if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and prepayment if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of extended Revolving Loansthe selection of the Valuation Expert, Sublessor and Sublessee shall each submit to the Valuation Expert a copy of its Statement of Rental Rate, together with any supporting material. The Valuation Expert shall not perform his own valuation, but rather, shall, within fifteen (15) business days after receipt of such submissions, select as the Extension Rental Rate the submission which the Valuation Expert concludes most closely and accurately reflects the fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or reductions of extended Revolving Credit Commitmentsher determination to Sublessor and Sublessee, and participation in Letters of Credit and Swing Line Loans, such decision shall be on a pro rata basis final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any real estate professional such party retains and such party’s counsel, if any, in connection with any proceeding under this paragraph, and the party whose determination of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate (in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other Revolving Loans terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or Revolving Credit Commitments (other than upon the maturity any terms or conditions for Sublessee’s leasing of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwise, the terms of the extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except Premises for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any))Term.

Extension Terms. The Provided that no Event of Default shall have occurred and be continuing, this Lease shall automatically extend for four (4) consecutive extension terms of five (5) years each extension (each being an “Extension Term”) (the latter of which Extension Term is subject to the renewal of the Cypress Permit in accordance with its terms), unless Tenant elects, by providing Notice to Landlord not sooner than thirty (30) months and no later than twenty-four (24) months prior to the scheduled expiration of the Fixed Term or the current Extension Term, as applicable, to not extend and to terminate this Section 2.19 shall be determined by the Borrowers Lease and the applicable Extending Lenders Personal Property Lease upon the expiration of the then fixed Term or the current Extension Term as the case may be. In any event this Lease shall terminate upon expiration of the initial term of the Cypress Permit if such term of the Cypress Permit is not renewed or extended. Notwithstanding the foregoing, in the event that Skylift elects not to extend and Additional Commitment Extension Lenders (if any) and set forth in an Extension Amendment; provided that (i) to terminate the extended Loans will rank pari passu in right of payment and Skylift Lease with respect to security any extension term of the Skylift Lease, or if the Skylift Lease is terminated for any other reason, then at Landlord’s option the Tenant shall immediately lose the right to any additional Extension Terms under this Lease. Any such Notice of non-extension and termination shall, if given, be irrevocable, but Tenant’s failure to give any such notice of non-extension and termination shall not preclude Landlord from exercising any of its rights to terminate this Lease in accordance with the existing Loans of Non-Extending Lenders and terms hereof but subject to the borrowers and guarantors (if any) provisions of the extended Revolving Credit Commitments Buyback Option. Each Extension Term shall be commence on the same day succeeding the expiration of the Fixed Term or the preceding Extension Term, as the Borrowers and guarantors (if any) with respect to the then existing Loans, (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder) shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any), (iii) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity case may be. All of the Loans terms, covenants and Revolving Credit Commitments provisions of Non-Extending Lenders) and (iv) otherwise, this Lease shall apply to each such Extension Term providing Tenant shall have no right to extend the terms Term beyond the expiration of the extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans fourth and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment final Extension Lenders (if any))Term.

Extension Terms. The (a) Provided (i) that subleases for more than fifty percent (50%) of the Premises are not then in effect (excluding any Permitted Transfers) (the “Occupancy Condition”); (ii) Tenant has not been in default of its obligations for an aggregate of thirty (30) days or more prior to the date of the Extension Notice, and (iii) no Event of Default is then continuing (1) as of the date of the Extension Notice (hereinafter defined), and (2) at the commencement of the applicable Extension Term (hereinafter defined), Tenant shall have the option to extend the Term for two (2) additional terms of five (5) years each extension (each, an “Extension Term”), commencing as of the expiration of the Initial Term, or the prior Extension Term, as the case may be. Tenant must exercise such option to extend by giving Landlord written notice (the “Extension Notice”) on or before the date (the “Extension Deadline”) that is twelve (12) months prior to the expiration of the then-current term of this Lease, time being of the essence. Upon the timely giving of such notice, the Term shall be deemed extended upon all of the terms and conditions of this Lease, except that Base Rent during each Extension Term shall be calculated in accordance with this Section 2.19 1.2, Landlord shall have no obligation to construct or renovate the Premises pursuant to Section 3, and Tenant shall have one (1) fewer option to extend the Term. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the Term. Notwithstanding the fact that Tenant’s proper and timely exercise of such option to extend the Term shall be determined by self-executing, the Borrowers and the applicable Extending Lenders and Additional Commitment parties shall promptly execute a lease amendment reflecting such Extension Lenders (if any) and set forth in an Extension Amendment; provided that (i) the extended Loans will rank pari passu in right Term after Tenant exercises such option. The execution of payment and with respect such lease amendment shall not be deemed to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) waive any of the extended Revolving Credit Commitments shall be conditions to Tenant’s exercise of its rights under this Section 1.2. (b) The Base Rent during each Extension Term (the same as the Borrowers and guarantors (if any) with respect to the then existing Loans, (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder“Extension Term Base Rent”) shall be determined by in accordance with the Borrowers and process described hereafter. Extension Term Base Rent shall be the fair market rental value of the Premises then demised to Tenant as of the commencement of the applicable Extending Lenders and Additional Commitment Extension Lenders (if any), (iii) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation Term as determined in Letters of Credit and Swing Line Loans, shall be on a pro rata basis accordance with the other Revolving Loans or Revolving Credit Commitments (other than upon process described below, for renewals of combination laboratory and office space in the maturity Town of Lexington, Massachusetts, of equivalent quality, size, utility and location, with the length of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwiseExtension Term, the terms credit standing of Tenant and all other relevant factors to be taken into account, provided, however, any improvements paid for by Tenant shall not be taken into account. Within thirty (30) days after receipt of the extended Revolving Credit Commitments Extension Notice or in any event within 30 days following any request from Tenant, Landlord shall be substantially identical deliver to Tenant written notice of its reasonable, good faith determination of the terms set forth herein or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except Extension Term Base Rent for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any)).Extension

Extension Terms. Tenant will have the right to extend the Lease Term (each, an “Extension Option”) for four additional periods of five years each commencing on the day following the last day of the initial Lease Term or any Extension Term (defined below) and ending on the day before the fifth anniversary of such date (each, an “Extension Term”), if: (1) Landlord receives notice of exercise (“Initial Extension Notice”) not less than 12 full calendar months prior to the expiration of the initial Lease Term or any then applicable Extension Term and not more than 18 full calendar months prior to the expiration of the initial Lease Term or any then applicable Extension Term; and (2) Tenant is not in material default under this Lease beyond any applicable notice and cure periods at the time that Tenant delivers its Extension Notice or at the time Tenant delivers its Binding Notice (as defined below); and (3) Except with respect to a Permitted Transfer (defined below), no part of the Leased Premises is sublet at the time that Tenant delivers its Initial Extension Notice or at the time Tenant delivers its Binding Notice; and (4) Except with respect to a Permitted Transfer, the Lease has not been assigned prior to the date that Tenant delivers its Initial Extension Notice or prior to the date Tenant delivers its Binding Notice. The terms initial Base Annual Rent rate per rentable square foot for the Leased Premises during each Extension Term will be the lesser of each extension (a) the Prevailing Market (hereinafter defined) rate per rentable square foot for the Building or (b) the Base Annual Rent in effect for the last year of the then applicable Lease Term plus the CPI Increase (defined below). Base Annual Rent during the Extension Term will increase in accordance with the increases assumed in the determination of Prevailing Market rate. Base Annual Rent attributable to the Leased Premises will be payable in monthly installments in accordance with the terms and conditions of Article 3 of this Section 2.19 shall Lease. The “Prevailing Market” rate will be determined by the Borrowers and as set forth below. Within 15 days after receipt of Tenant’s Initial Extension Notice, Landlord will advise Tenant of the applicable Extending Lenders and Additional Commitment Base Annual Rent rate for the Leased Premises for the Extension Lenders (if any) and set forth in an Term. Tenant, within 15 days after the date on which Landlord advises Tenant of the applicable Base Annual Rent rate for the Extension Amendment; provided that Term, will either (i) the extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors give Landlord final binding written notice (if any“Binding Notice”) of the extended Revolving Credit Commitments shall be the same as the Borrowers and guarantors (if any) with respect to the then existing LoansTenant’s exercise of its Extension Option, or (ii) on if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “Rejection Notice”). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such 15-day period, Tenant’s Extension Option will be null and after void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant will enter into the applicable Extended Maturity DateExtension Amendment (as defined below) upon the terms and conditions set forth herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant will work together in good faith to agree upon the interest Prevailing Market rate marginfor the Leased Premises during the Extension Term. Upon agreement, rate floors, fees, original issue discount Tenant will provide Landlord with Binding Notice and premium applicable to any extended Revolving Credit Commitment (Landlord and Tenant will enter into the Loans thereunder) shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any), (iii) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation Amendment in Letters of Credit and Swing Line Loans, shall be on a pro rata basis accordance with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity of the Loans terms and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwise, the terms of the extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any))conditions hereof.

Extension Terms. The (a) Provided Tenant then satisfies the following conditions (“Extension Option Conditions”): (i) that subleases for more than fifty percent (50%) of the Premises are not then in effect (excluding any Permitted Transfers) (the “Occupancy Condition”); (ii) Tenant has not been in default of its obligations for an aggregate of thirty (30) days or more prior to the date of the Extension Notice, and (iii) no Event of Default is then continuing (1) as of the date of the Extension Notice (hereinafter defined), and (2) at the commencement of the applicable Extension Term (hereinafter defined), Tenant shall have the option (“Extension Option”) to extend the Term for two (2) additional terms of five (5) years each extension (each, an “Extension Term”), commencing as of the expiration of the Initial Term, or the prior Extension Term, as the case may be. Tenant must exercise such option to extend by giving Landlord written notice (the “Extension Notice”) on or before the date (the “Extension Deadline”) that is twelve (12) months prior to the expiration of the then-current Term of this Lease, time being of the essence. Upon the timely giving of such notice, the Term shall be deemed extended upon all of the terms and conditions of this Lease, except that Base Rent during each Extension Term shall be calculated in accordance with this Section 2.19 1.2, Landlord shall have no obligation to construct or renovate the Premises pursuant to Section 3, and Tenant shall have one (1) fewer option to extend the Term. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the Term. Notwithstanding the fact that Tenant’s proper and timely exercise of such option to extend the Term shall be determined self-executing, the parties shall promptly execute a lease amendment reflecting such Extension Term after Tenant exercises such option. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Section 1.2. (b) If Tenant then has an Extension Option remaining, Tenant has not previously given an Extension Notice to Landlord exercising such Extension Option, and Tenant then satisfies the Extension Option Conditions, Landlord shall, within fifteen (15) days of Landlord’s receipt of written request (“Tenant’s Request”) from Tenant (Tenant’s Request may be made no earlier than sixteen (16) months, and no later than thirteen (13) months prior to the expiration of the then current Term of the Lease), deliver to Tenant an offer (“Landlord’s Offer”) to lease the Premises to Tenant at a Base Rent based upon Landlord’s good faith estimate of the fair market rental value (as described in the following paragraph) of the Premises for the next following Extension Term. Tenant may accept ▇▇▇▇▇▇▇▇’s Offer by giving written notice to Landlord (“Acceptance Notice”) within fifteen (15) days after ▇▇▇▇▇▇’s receipt of Landlord’s Offer. If Tenant timely gives an Acceptance Notice, then the Borrowers and Term of the applicable Extending Lenders and Additional Commitment Lease shall be extended for the next following Extension Lenders (if any) and Term based upon the Base Rent set forth in Landlord’s Offer. If Tenant fails timely to give an Acceptance Notice, then Landlord’s Notice shall be void and without any further force or affect (including, without limitation, in the determination of the Extension Amendment; provided that Term Base Rent if Tenant timely exercises its Extension Option). (ic) If the extended Loans will rank pari passu in right of payment and Base Rent with respect to security with the existing Loans of Non-Extending Lenders an Extension Term is not determined pursuant to Section 1.2(b) above, and the borrowers Tenant timely and guarantors (if any) of the extended Revolving Credit Commitments shall be the same as the Borrowers and guarantors (if any) properly exercises its Extension Option with respect to such Extension Term, then the then existing Loans, Base Rent during such Extension Term (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder“Extension Term Base Rent”) shall be determined by in accordance with the Borrowers and process described hereafter. Extension Term Base Rent shall be the fair market rental value of the Premises then demised to Tenant as of the commencement of the applicable Extending Lenders Extension Term as determined in accordance with the process described below, for renewals of combination laboratory and Additional Commitment office space in the City of Framingham, Massachusetts, of equivalent quality, size, utility and location, with the length of the Extension Lenders Term, the credit standing of Tenant and all other relevant factors to be taken into account, provided, however, any improvements paid for by Tenant shall not be taken into account. Within thirty (30) days after receipt of the Extension Notice or in any event within 30 days following any request from Tenant, Landlord shall deliver to Tenant written notice of its reasonable, good faith determination of the Extension Term Base Rent for the applicable Extension Term (“Landlord’s Rent Estimate”). Tenant shall, within thirty (30) days after receipt of such notice (or, if anyreceived prior the Extension Deadline, no later than the timely giving of its Extension Notice), notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Extension Term Base Rent (iii“Tenant’s Response Notice”). If Tenant fails timely to deliver Tenant’s Response Notice and has timely given its Extension Notice, Landlord’s determination of the Extension Term Base Rent shall be binding on Tenant. (d) borrowing If and prepayment only if Tenant’s Response Notice and Extension Notice is timely delivered to Landlord and indicates both that Tenant rejects Landlord’s determination of extended Revolving Loansthe Extension Term Base Rent and desires to submit the matter to arbitration, then the Extension Term Base Rent shall be determined in accordance with the procedure set forth in this Section 1.2(c). In such event, within ten (10) days after receipt by Landlord of Tenant’s Response Notice indicating Tenant’s desire to submit the determination of the Extension Term Base Rent to arbitration, Tenant and Landlord shall each notify the other, in writing, of their respective selections of a commercial real estate broker or reductions appraiser (respectively, “Landlord’s Appraiser” and “Tenant’s Appraiser”). Landlord’s Appraiser and Tenant’s Appraiser shall then jointly select a third appraiser (the “Third Appraiser”) within ten (10) days of extended Revolving Credit Commitmentstheir appointment. All of the brokers/appraisers selected shall be individuals with at least ten (10) consecutive years’ commercial experience in the area in which the Premises are located, and participation in Letters the case of Credit and Swing Line Loansappraisers, shall be on a pro rata basis members of the Appraisal Institute (M.A.I.). The Third Appraiser shall not have acted in any capacity for either Landlord or Tenant within ten (10) years of his or her selection. The three appraisers shall determine the Extension Term Base Rent in accordance with the other Revolving Loans or Revolving Credit Commitments (other than upon requirements and criteria set forth in Section 1.2(b) above, employing the maturity method commonly known as Baseball Arbitration, whereby Landlord’s Appraiser and Tenant’s Appraiser each sets forth its determination of the Loans Extension Term Base Rent as defined above, and Revolving Credit Commitments of Non-Extending Lenders) the Third Appraiser must select one or the other (it being understood that the Third Appraiser shall be expressly prohibited from selecting a compromise figure). Landlord’s Appraiser and (iv) otherwise, the terms ▇▇▇▇▇▇’s Appraiser shall deliver their determinations of the extended Revolving Credit Commitments Extension Term Base Rent to the Third Appraiser within five (5) days of the appointment of the Third Appraiser and the Third Appraiser shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Extension Term Base Rent. The Third Appraiser’s decision shall be substantially identical to binding on both Landlord and Tenant. Each party shall bear the terms set forth herein or (taken as a whole) cost of its own appraiser and the cost of the Third Appraiser shall be no more favorable to paid by the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any))party whose determination is not selected.

Extension Terms. Tenant shall have the right, subject to the provisions hereinafter provided, to extend the Term for two five (5) year periods on the terms and provisions of this Article. Such extension periods shall herein be referred to generally as an "EXTENSION TERM" or the "EXTENSION TERMS" and specifically as the "FIRST EXTENSION TERM" or the "SECOND EXTENSION TERM". The terms conditions to Tenant's exercise of such right to the Extension Terms shall be as follows: (a) That this Lease is in full force and effect and no monetary default or material non-monetary default in the performance of any of the terms, covenants and conditions to be performed or satisfied by Tenant under this Lease has occurred prior to the commencement of the applicable Extension Term, but Landlord shall have the right at its sole discretion to waive in writing the non-default conditions herein. (b) That each such Extension Term shall be on the same terms, covenants and conditions as in this Lease; PROVIDED, HOWEVER, that the Base Rent for the initial twelve (12) month period of each extension in accordance Extension Term shall be an amount equal to the fair market base rent (with this Section 2.19 regard to any improvement allowances or other concessions or brokerage commissions then customarily provided to, or paid for, new tenants as part of fair market base rent that will not be provided to or paid for Tenant) as of the First Extension Term Base Rent Determination Date or the Second Extension Term Base Rent Determination Date (as hereinafter defined), as the case may be, for a term equal to the period of the applicable Extension Term and the Base Rent for the remainder of such Extension Term shall be determined by applying the Borrowers fair market escalation rate and schedule of escalations, as of the First Extension Term Base Rent Determination Date or the Second Extension Term Base Rent Determination Date, as the case may be, to said fair market base rent. The determination of such fair market base rent for the Premises and the applicable Extending Lenders fair market escalation rate and Additional Commitment Extension Lenders (if any) and set forth in an Extension Amendment; provided that (i) the extended Loans will rank pari passu in right schedule of payment and with respect to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) of the extended Revolving Credit Commitments shall be the same as the Borrowers and guarantors (if any) with respect to escalations for the then existing Loans, pending Extension Term (ii) on and after the applicable Extended Maturity Datecollectively, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder"EXTENSION TERM FMV BASE RENT") shall be determined made by Landlord and Tenant, each acting in good faith, no later than the Borrowers date that is eight (8) months prior to commencement of the First Extension Term or the Second Extension Term, as the case may be (the "FIRST EXTENSION TERM BASE RENT DETERMINATION DATE" and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any"SECOND EXTENSION TERM BASE RENT DETERMINATION DATE", respectively), (iii) borrowing and prepayment of extended Revolving Loansif Landlord and Tenant do not timely agree upon the Extension Term FMV Base Rent for such Extension Term, or reductions of extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans, the same shall be determined pursuant to the immediately succeeding Article of this Lease. Notwithstanding anything to the contrary contained in this Article, in no event shall the Base Rent, on a pro rata basis with per rentable square foot basis, for said initial twelve-month period be less than the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwiseannual Base Rent, on a per rentable square foot basis, payable by Tenant under the terms of the extended Revolving Credit Commitments shall be substantially identical this Lease immediately prior to the terms set forth herein or commencement of such Extension Term. (taken as a wholec) That Tenant shall be exercise its right to each Extension Term provided herein, if at all, by notifying Landlord in writing of its election to exercise the right to extend the Term no more favorable later than nine (9) months prior to the Extending Lenders than those applicable to expiration of the Loans and Revolving Credit Commitments Initial Term or the expiration of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity DateFirst Extension Term, which as the case may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any))be.

Extension Terms. The If no Event of Default by Tenant exists at the time of the exercise of the option and at the commencement of any Extension Term, Tenant shall have the option, subject to the provisions hereof, to extend the Initial Term for all of the space then included in the Premises for one or more of three successive five-year periods (each such period, an "Extension Term"), exerciseable as provided below (it being understood that Tenant shall not have the right to exercise more than one such option at a time). Annual Fixed Rent per square foot of Rentable Floor Area during each such Extension Term shall be "Fair Market Net Rent," which shall be the annual fair market net rent per square foot for comparable premises in first class suburban office and research and development buildings in the Interstate 495 area in the condition of the Building as of the commencement of such Extension Term (or in such better condition in which the Premises are required to be maintained) for a similar term commencing on the commencement date for such Extension Term under the terms of each extension this Lease (excluding from such calculation finish work allowances, rent abatements and the like). Rent for any Extension Term shall also incorporate such additional financial terms in the nature of rent and rent adjustments as are customarily then being included in leases for first class suburban office and research space in such buildings. Such payments shall be made in accordance with this Section 2.19 the procedures set forth in Article II of the Lease. Except as otherwise set forth herein, all terms and conditions of the Lease shall apply during such Extension Term. The option to extend the Lease for the first Extension Term shall be exercised and Fair Market Net Rent shall be determined by as follows: (a) Tenant shall, on or before the Borrowers and date one year before the applicable Extending Lenders and Additional Commitment Extension Lenders (if any) and set forth in an Extension Amendment; provided that (i) the extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) Initial Term Expiration Date, time being of the extended Revolving Credit Commitments shall be essence, give Landlord notice of its exercise of the same as first extension option. (b) If Tenant has given the Borrowers and guarantors notice described in subparagraph (if any) with respect to the then existing Loans, (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder) shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if anya), Landlord shall give Tenant notice of its proposed Fair Market Net Rent and description of any additional financial terms (iiithe "Rent Notice") borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity at any time within sixty days of the Loans and Revolving Credit Commitments date of Non-Extending LendersTenant's notice. (c) and (iv) otherwiseWithin 30 days of receipt of Landlord's Rent Notice, Tenant shall notify Landlord of Tenant's agreement to or disagreement with the terms of the extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any)).Landlord's

Extension Terms. The (a) Subject to any and all existing and future rights and options of tenants who lease at least 30,000 rentable square feet in the Building (each, a “Major Building Tenant”), and provided (i) Tenant is then occupying one hundred percent (100%) of the Premises, and (ii) no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default has occurred (1) as of the date of the Extension Notice (hereinafter defined), and (2) at the commencement of the Extension Term (hereinafter defined), Tenant shall have the option to extend the Term for one (1) additional term of two (2) years (the “Extension Term”), commencing as of the expiration of the Initial Term. Landlord shall notify Tenant in writing (an “Availability Notice”) on or about the end of the second (2nd) Rent Year whether any Major Building Tenant has any rights or options with respect to all or any portion of the Premises that would conflict with ▇▇▇▇▇▇’s rights under this Section 1.2. If the Availability Notice indicates that any Major Building Tenant has conflicting rights or options with respect to all or any portion of the Premises, then Tenant shall have no right to extend the Term. If the Availability Notice indicates that no Major Building Tenant has any conflicting rights or options with respect to all or any portion of the Premises, then Tenant must exercise such option to extend, if at all, by giving Landlord written notice (the “Extension Notice”) within sixty (60) days after the date of the Availability Notice, time being of the essence. Upon the timely giving of such notice, the Term shall be deemed extended upon all of the terms and conditions of each extension this Lease, except that Base Rent during the Extension Term shall be calculated in accordance with this Section 2.19 1.2 and Landlord shall have no obligation to construct or renovate the Premises and Tenant shall have no further right to extend the Term. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the Term. Notwithstanding the fact that Tenant’s proper and timely exercise of such option to extend the Term shall be determined by self executing, the Borrowers and the applicable Extending Lenders and Additional Commitment parties shall promptly execute a lease amendment reflecting such Extension Lenders (if any) and set forth in an Extension Amendment; provided that (i) the extended Loans will rank pari passu in right Term after Tenant exercises such option. The execution of payment and with respect such lease amendment shall not be deemed to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) waive any of the extended Revolving Credit Commitments shall be conditions to Tenant’s exercise of its rights under this Section 1.2. (b) The Base Rent during the same as Extension Term (the Borrowers and guarantors (if any) with respect to the then existing Loans, (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder“Extension Term Base Rent”) shall be determined by in accordance with the Borrowers and the applicable Extending Lenders and Additional Commitment process described hereafter. Extension Lenders (if any), (iii) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans, Term Base Rent shall be on a pro rata basis the fair market rental value of the Premises then demised to Tenant as of the date of the Extension Notice as determined in accordance with the other Revolving Loans or Revolving Credit Commitments (other than upon process described below, for renewals of combination laboratory and office space in the maturity vicinity of equivalent quality, size, utility and location, with the length of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwiseExtension Term, the terms credit standing of Tenant and all other relevant factors to be taken into account. Within thirty (30) days after receipt of the extended Revolving Credit Commitments Extension Notice, Landlord shall be substantially identical deliver to Tenant written notice of its determination of the terms set forth herein Extension Term Base Rent. Tenant shall, within thirty (30) days after receipt of such notice, notify Landlord in writing whether ▇▇▇▇▇▇ accepts or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any)).rejects ▇▇▇▇▇▇▇▇’s

Extension Terms. The terms Landlord does hereby grant to Tenant the rights and options (hereinafter collectively referred to as the "Extension Options" or individually referred to as an "Extension Option") to unilaterally extend the term of this Lease for two (2) consecutive periods of twenty (20) years each extension in accordance with this Section 2.19 shall be determined by (hereinafter collectively referred to as the Borrowers "Extension Terms" or individually referred to as an "Extension Term") commencing upon the expiration of the preceding term, upon all of the same covenants, agreements, terms, conditions, provisions, restrictions and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any) and limitations as set forth in an Extension Amendment; provided this Lease for the initial Lease Term, except that (i) Tenant shall have no further right to extend the extended Loans will rank pari passu in right term of payment this Lease beyond the second (2nd) twenty (20) year Extension Term, and with respect to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) of the extended Revolving Credit Commitments shall be the same as the Borrowers and guarantors (if any) with respect to the then existing Loans, (ii) the Annual Rent (as hereinafter defined) due during each Extension Term shall be adjusted as provided in Section 3(a) below. Tenant or any subtenant, assignee or leasehold mortgagee of Tenant may exercise each of the Extension Options, together or successively, by giving Landlord written notice of exercise at any time, and from time to time, on and after or before the applicable Extended Maturity Datedate one (1) year prior to the expiration of the initial Lease Term of this Lease or the then current Extension Term, as applicable. For all purposes under this Lease, the interest rate marginterm "Lease Term" shall mean and include the initial Lease Term and any exercised Extension Terms, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder) shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any), through which this Lease is extended. The exercise of each Extension Option hereunder is conditioned upon (iiiA) borrowing and prepayment no material "Event of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwise, Default" by Tenant under the terms of this Lease, any sublease of the extended Revolving Credit Commitments shall Premises or the Water Purchase Agreement remaining outstanding and uncured on the date such Extension Option is exercised, and (B) Tenant or any subtenant exercising, or causing to be substantially identical to exercised, an extension option under the terms set forth herein or Water Purchase Agreement for a like twenty (taken as a whole20) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any))year extension term.

Extension Terms. The terms (a) Provided (i) Tenant is not subleasing more than forty percent (40%) of each extension the Premises, and (ii) there is no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default under this Lease (1) as of the date of the Extension Notice (hereinafter defined), and (2) at the commencement of the Extension Term (hereinafter defined) (it being understood and agreed that if Tenant cures all defaults prior to the expiration of applicable grace period(s), Tenant shall be entitled to deliver an Extension Notice in accordance with this Section 2.19 1.2 within five (5) business days after effectuating such cure), Tenant shall have the option to extend the Term for a term (the “Extension Term”), commencing as of the expiration of the Initial Term and expiring on September 30, 2018. Tenant must exercise such option to extend by giving Landlord written notice (the “Extension Notice”) on or before the date that is nine (9) months prior to the expiration of the Initial Term of this Lease, time being of the essence. Upon the timely giving of such notice, the Term shall, subject to the conditions of this Section 1.2(a), be deemed automatically extended upon all of the terms and conditions of this Lease, except that Base Rent during the Extension Term (the “Extension Term Base Rent”) shall be calculated in accordance with this Section 1.2, Landlord shall have no obligation to construct or renovate the Premises in connection with the Extension Term and Tenant shall have no further right to extend the Term. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the Term. Notwithstanding the fact that Tenant’s proper and timely exercise of such option to extend the Term shall be self-executing, the parties shall, promptly after the Extension Term Base Rent has been determined, execute a lease amendment reflecting such Extension Term and Extension Term Base Rent, but (I) such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Section 1.2, and (II) the failure to execute such lease amendment shall not affect any otherwise valid Extension Notice. (b) The Extension Term Base Rent shall be determined by in accordance with the Borrowers and process described hereafter. Extension Term Base Rent shall be the applicable Extending Lenders and Additional Commitment Extension Lenders (if any) and set forth in an Extension Amendment; provided that greater of (i) Base Rent for the extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) last Rent Year of the extended Revolving Credit Commitments shall be the same as the Borrowers and guarantors (if any) with respect to the then existing LoansInitial Term, or (ii) the fair market rental value of the Premises then demised to Tenant as of the commencement of the Extension Term as determined in accordance with the process described below. “Fair market rental value” shall mean the Base Rent that would be payable for the Premises in the condition in which they are required to be maintained hereunder, on an arm’s length basis between unrelated third parties upon and after subject to the applicable Extended Maturity Dateother terms and provisions of this Lease (including the fact that Taxes and Operating Costs are paid separately by Tenant hereunder), taking into account all relevant factors, including without limitation, that no leasehold improvements work or allowance is to be provided by Landlord (unless Landlord, in its sole discretion, elects to offer the interest rate marginsame at Tenant’s request), rate floorswhether or not a brokerage commission is payable by Landlord in respect of the Extension Term, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder) shall be determined by rents then being agreed to for leases of similar space in the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders East Cambridge area (if any), (iii) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwise, the terms of the extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any)).including without limitation

Extension Terms. The terms Provided Tenant is not in Default at the time of exercise beyond any applicable notice and cure period, Tenant shall have the option to extend the original Term of this Lease, subject to all of the provisions of this Lease, for two (2) additional periods of five (5) years each extension (individually, an "Extension Term" and collectively the "Extension Terms"), each such period commencing upon the expiration of the Term then in accordance with this Section 2.19 effect. Then Base Rent payable by Tenant during any Extension Term shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any) and as set forth in an Extension Amendment; provided that (i) the extended Loans will rank pari passu in right of payment and with SCHEDULE 2. With respect to security with each such Extension Term, Tenant may exercise its option hereunder by giving Landlord written notice (in the existing Loans manner prescribed by Section 24(i) hereof) of Non-Extending Lenders Tenant's exercise of said option to extend at any time not less than one hundred eighty (180) days before the end of the Term then in effect. After the exercise of any option to extend, all references in this Lease to the Term hereof shall be considered to mean the Term as extended, and all references to the borrowers and guarantors (if any) end of the Term shall be considered to mean the end of the Term as extended. If requested by Tenant, Landlord shall execute such documents as Tenant shall from time to time reasonably request to evidence the dates of the extended Revolving Credit Commitments Term. If Tenant exercises its option by giving appropriate notice, the Term of this Lease shall be automatically extended upon the same as the Borrowers terms and guarantors (if any) with respect to the then existing Loans, (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder) shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any), (iii) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwise, the terms of the extended Revolving Credit Commitments shall be substantially identical to the terms conditions set forth herein or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants Base Rent to be established pursuant to SCHEDULE 2) for the applicable Extension Term without execution of an extension or renewal Lease or any other covenants or provisions applicable only to periods document but in no event may the Term be extended beyond ten (10) years after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any))Initial Term.

Extension Terms. The terms Provided that (a) no Event of each extension Default has occurred and not been cured prior to such time, and (b) Tenant is not in accordance with default of this Section 2.19 Lease at the time of exercise or at any time thereafter prior to the scheduled Expiration Date, Tenant shall be determined by have two (2) consecutive options to extend the Borrowers and Term of this Lease (the applicable Extending Lenders and Additional Commitment "Extension Lenders (if anyOptions") and for the number of years and/or months set forth as the "Extension Terms" in an the Basic Lease Information Sheet as Item 10, ------- commencing on the day after the expiration of the Initial Term or the first Extension Amendment; provided Term, as applicable, and continuing through the Expiration Date, subject to all of the terms and conditions of this Lease, except that (i) the extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) of the extended Revolving Credit Commitments Base Rent shall be the same adjusted as the Borrowers and guarantors (if any) with respect to the then existing Loansprovided in Section 2.6(b), (ii) on Landlord shall have -------------- no obligation to alter the Premises for the Extension Terms, and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder) shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any), (iii) borrowing and prepayment Tenant shall not have any additional rights to extend the Term, except to the extent an Extension Option remains to be exercised hereunder. Tenant shall provide Landlord with irrevocable written notice of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with ▇▇▇▇▇▇'s intent to exercise each Extension Option no later than fifteen (15) months prior to the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity expiration of the Loans and Revolving Credit Commitments Initial Term or the first Extension Term, as applicable. If Tenant does not deliver a notice of Non-Extending Lenders) and (iv) otherwise, exercise by the terms of appropriate date then the extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein or (taken as a wholeExtension Option(s) shall immediately terminate and be of no more favorable further force or effect and this Lease shall terminate on the scheduled Expiration Date. If Tenant does not exercise the first Extension Option then the second Extension Option shall terminate and be of no further force or effect. Tenant's Extension Options shall extend to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments any Permitted Transferee under Section 8.1(b) of Non-Extending Lenders (except for financial covenants or this Lease, but may -------------- not be exercised by any other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any))Transferee without Landlord's prior written consent.

Extension Terms. The Lessee may request an extension of this Agreement for up to two (2) additional five (5) year terms (each an “Extension Term”) by sending written notice (each an “Extension Notice”) to County at least eighteen (18) months prior to the expiration of the then-current Term; provided, however, for an Extension Term to be effective: (a) the Port Director must send written notice of conditional approval of Lessee’s request for an Extension Term within thirty (30) days after County’s receipt of the applicable Extension Notice (each extension in accordance with this Section 2.19 shall be determined by a “Conditional Approval Notice”); and (b) the Borrowers Parties must agree on Rent, the Shipmove Rates, the Minimum Annual Guarantee, and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any) and set forth in an Extension Amendment; provided that (i) the extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) of the extended Revolving Credit Commitments shall be the same as the Borrowers and guarantors (if any) with respect to the then existing Loans, (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder) shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders Volume Discount (if any), (iii) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitmentsas such terms are hereinafter defined, and participation any other applicable rates, for the applicable Extension Term, and memorialize such terms in Letters a written amendment to this Agreement approved by the Parties with County acting through its Board, within six (6) months after the applicable Extension Notice is sent by Lessee to County. Failure on either condition will result in the expiration of Credit this Agreement at the end of the then-current Term. The Port Director is authorized to send Conditional Approval Notice(s), and Swing Line Loans, notice of same to Lessee by electronic mail alone shall be on a pro rata basis with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity effective and sufficient. All deadlines set forth in this section may be extended by mutual written letter agreement of the Loans Parties, with County acting through its Port Director. The Parties stipulate that, unless otherwise agreed between the Parties, if an Extension Term is requested by ▇▇▇▇▇▇ and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwisememorialized in an amendment between the Parties, the terms of the extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein or Minimum Annual Guarantee (taken as a wholehereinafter defined) shall be no more favorable to greater than 107,500 Cargo Containers for any Lease Year until Substantial Completion (hereinafter defined) of the Extending Lenders than those applicable to Port Everglades Deepening and Widening Project, as such project is further detailed in the Loans Project Partnership Agreement between the Department of the Army and Revolving Credit Commitments County, dated December 14, 2020. For purposes of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after this paragraph, “Substantial Completion” means the applicable Existing Maturity Datedate the Port Everglades Deepening and Widening Project is substantially complete, which may be as agreed among determined by the Borrowers agreement entered between the Department of the Army and the applicable Existing Lenders contractor selected for the Port Everglades Deepening and Additional Commitment Extension Lenders Widening Project (if anywhich agreement has yet to be executed)). After Substantial Completion is reached, unless otherwise agreed between the Parties, the Minimum Annual Guarantee shall increase by 3,000 Cargo Containers on the first day of each Lease Year after Substantial Completion until the Minimum Annual Guarantee reaches 125,000 Cargo Containers.

Extension Terms. The (a) Provided (i) Tenant, an Affiliated Entity (hereinafter defined) and/or a Successor (hereinafter defined) is/are then occupying one hundred percent (100%) of the Premises; and (ii) no Event of Default has occurred (1) as of the date of the Extension Notice (hereinafter defined), (2) at the commencement of the applicable Extension Term (hereinafter defined), and (iv) Guarantor executes a written agreement in form and substance reasonably acceptable to Landlord whereby Guarantor agrees that the obligations of Guarantor under the Guaranty shall extend and apply during such Extension Term, Tenant shall have the option to extend the Term for one (1) additional term of five (5) years (the "Extension Term"), commencing as of the expiration of the initial term of the Lease. Tenant must exercise such option to extend by giving Landlord written notice (the "Extension Notice") on or before the date that is twelve (12) months prior to the expiration of the then-current term of the Lease, time being of the essence. Upon the timely giving of such notice, the Term shall be deemed extended upon all of the terms and conditions of each extension this Lease, except that Base Rent during the Extension Term shall be calculated in accordance with this Section 2.19 1.2, Landlord shall have no obligation to construct or renovate the Premises and Tenant shall have no further extend the Term. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the Term. Notwithstanding the fact that ▇▇▇▇▇▇'s proper and timely exercise of each option to extend the Term shall be determined by self-executing, the Borrowers and the applicable Extending Lenders and Additional Commitment parties shall promptly execute a lease amendment reflecting such Extension Lenders (if any) and set forth in an Extension Amendment; provided that (i) the extended Loans will rank pari passu in right Term after Tenant exercises such option. The execution of payment and with respect such lease amendment shall not be deemed to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) waive any of the extended Revolving Credit Commitments shall be conditions to Tenant's exercise of its rights under this Section 1.2. (b) The Base Rent during the same as Extension Term (the Borrowers and guarantors (if any) with respect to the then existing Loans, (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder"Extension Term Base Rent") shall be based upon the fair market rental value of the Premises then demised to Tenant as of the commencement of the Extension Term as determined by in accordance with the Borrowers process described below, for renewals of space in the vicinity of the Building of equivalent quality, size, utility and location, with the length of the Extension Term and the applicable Extending Lenders and Additional Commitment Extension Lenders credit standing of Tenant to be taken into account. Within thirty (if any), (iii30) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity days after receipt of the Loans and Revolving Credit Commitments Extension Notice, Landlord shall deliver to Tenant written notice of Non-Extending Lenders) and (iv) otherwise, the terms its determination of the extended Revolving Credit Commitments shall be substantially identical to Extension Term Base Rent for the terms set forth herein or Extension Term. Tenant shall, within thirty (taken as a whole30) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments days after receipt of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Datesuch notice, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any)).notify Landlord in writing

Extension Terms. Tenant and/or its Permitted Transferee shall have the right, at its option, to extend the Initial Term of this Lease for four (4) consecutive extension terms (the “Extension Terms”), each Extension Term being five (5) years in length. Each Extension Term shall commence on the day after the expiration of the preceding Lease Term and shall expire on the fifth (5th) anniversary of the day on which the respective Extension Term commenced. The option to extend the Initial Term or any Extension Term of this Lease for an Extension Term as described above must be exercised by Tenant at least three (3) months, but no more than nine (9) months prior to the last day of the Initial Term or Extended Term, as the case may be. Failure of Tenant to timely exercise any extension right shall terminate all further extension rights. The terms and conditions of this Lease shall apply to each extension Extension Term with the same force and effect as if such Extension Term had originally been included in accordance with this Section 2.19 the Initial Term of the Lease. The right of Tenant to exercise its right to extend the Initial Term and for any Extension Term shall be determined by conditioned upon this Lease being in full force and effect, and no Event of Default then existing as of both the Borrowers and date that Tenant notifies Landlord of Tenant’s decision to extend the applicable Extending Lenders and Additional Commitment term of this Lease for any of the Extension Lenders (if any) and set forth in an Terms. The Initial Term, together with any Extension Amendment; provided that (i) the extended Loans will rank pari passu in right of payment and Term which Tenant properly exercises its option with respect to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) of the extended Revolving Credit Commitments shall be the same as the Borrowers and guarantors (if any) with respect to the then existing Loans, (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder) shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any), (iii) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitmentsto, and participation in Letters of Credit and Swing Line Loansfor which the conditions related thereto are satisfied, shall be on a pro rata basis with constitute the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity “Term” of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwise, the terms of the extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any))this Lease.

Extension Terms. (a) Landlord hereby grants to Tenant the conditional right, exercisable at Tenant's option, to extend the Term for two (2) consecutive periods of five (5) Lease Years each (each an “Extension Option”), exercisable separately as to each such Extension Option as hereinafter provided. If properly exercised and if the conditions applicable thereto have been satisfied, the first extension term shall commence immediately following the end of the initial Term provided in Section 201(b) of this Lease, and the second extension term shall commence immediately upon expiration of the first extension term, and in such event, each such extension term (an "Extension Term") shall be deemed to be part of the Term. The terms right of each extension herein granted to Tenant shall be subject to, and shall be exercised strictly in accordance with, the following terms and conditions. (b) Tenant shall exercise an Extension Option with respect to an Extension Term by giving Landlord written notice of the exercise thereof (the "Option Notice") not later than eight (8), nor earlier than twelve (12), months prior to the expiration of the Term then in effect. Time is of the essence as to all dates pertaining to Tenant's exercise of an Extension Option. If an Option Notice is not given timely or if Tenant does not exercise an Extension Option or if Tenant is in default under this Section 2.19 Lease at any time during the Term or if Tenant has assigned this Lease or sublet all or any portion of the Premises, then, at Landlord's election, the Option Notice shall be determined by void and Tenant's right of extension with respect to such Extension Option and all unexercised Extension Options and uncommenced Extension Options granted hereby shall thereupon and thereafter lapse, terminate and be of no further force or effect. In no event shall Tenant have the Borrowers right to extend the Term beyond the expiration of the second Extension Term. (c) During each Extension Term, all of the terms, conditions, covenants and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any) and agreements set forth in this Lease shall continue to apply and be binding upon Landlord and Tenant, except that Minimum Rent shall be as follows: Period First Extension Term Annually Monthly Lease Year 6 $61,800.00 $5,150.00 Lease Year 7 $63,654.00 $5,304.50 Lease Year 8 $65,563.68 $5,463.64 Lease Year 9 $67,530.60 $5,627.55 Lease Year 10 $69,556.56 $5,796.38 Second Extension Term Lease Year 11 $71,643.24 $5,970.27 Lease Year 12 $73,792.56 $6,149.38 Lease Year 13 $76,006.32 $6,333.86 Lease Year 14 $78,286.56 $6,523.88 Lease Year 15 $80,635.20 $6,719.60 (d) Tenant hereby specifically acknowledges and agrees that the time limitations upon the exercise of an Extension Amendment; provided Option will be strictly enforced, that (i) any attempt to exercise any Extension Option at any other time shall be void and of no force or effect, and that if any Extension Option is not exercised within the extended Loans will rank pari passu in right of payment and with respect applicable time period, Landlord intends immediately thereafter to security with undertake appropriate efforts relating to the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) marketing or management of the extended Revolving Credit Commitments shall be the same as the Borrowers and guarantors (if any) with respect to the then existing Loans, (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to Premises. The period of time within which any extended Revolving Credit Commitment (and the Loans thereunder) shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any), (iii) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwise, the terms of the extended Revolving Credit Commitments shall be substantially identical to the terms set forth herein or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which Option may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Lenders (if any))Option because of any provisions of this Paragraph 1 or for any other reason whatsoever.

Extension Terms. The terms Tenant shall have four (4) consecutive options to extend the Term (each such option being herein sometimes referred to as an “Extension Option”) for a period of ten (10) Lease Years (each an “Extension Term”). Each Extension Option shall be exercisable by ▇▇▇▇▇▇’s delivery of written notice to Landlord (“Tenant’s Extension Notice”) not less than one (1) calendar year prior to the scheduled Expiration Date of the then current Term. It shall be a condition of the effectiveness of Tenant’s exercise of each extension Extension Option that no Event of Default by Tenant shall have occurred and be continuing at the time of exercise of the option or on the date the applicable Extension Term commences. If Tenant duly exercises an Extension Option in accordance with this Section 2.19 Lease, the Term of this Lease shall be determined by automatically extended for the Borrowers applicable Extension Term, upon all of the terms, conditions and covenants set forth herein without the requirement of any further instrument to evidence such extension, and the Base Rent payable by Tenant during the applicable Extending Lenders and Additional Commitment Extension Lenders (if any) and Term shall be as set forth in Section 5.A below; provided, however, that promptly following request by either Landlord or Tenant, the parties shall enter into an Extension Amendment; provided that (i) amendment of this Lease documenting the extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) exercise of the extended Revolving Credit Commitments shall be applicable Extension Option and corresponding extension of the same Expiration Date. All terms and conditions set forth in this Lease, including ▇▇▇▇▇▇’s obligation to pay Rent (as the Borrowers hereafter defined and guarantors (if any) with respect subject to the then existing Loans, (ii) on and after the applicable Extended Maturity Date, the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder) shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if anyterms hereof), (iii) borrowing shall continue in full force and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation effect during the Extension Term. In the event Tenant fails to timely exercise an applicable Extension Option in Letters of Credit and Swing Line Loans, shall be on a pro rata basis accordance with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and (iv) otherwise, the terms of this Lease, Tenant’s rights to extend the extended Revolving Credit Commitments Term pursuant to this Section 3.B shall automatically be substantially identical to the terms set forth herein null and void and of no further force or (taken as a whole) shall be no more favorable to the Extending Lenders than those applicable to the Loans and Revolving Credit Commitments of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among the Borrowers and the applicable Existing Lenders and Additional Commitment Extension Lenders (if any))effect.

Extension Terms. The If at the time of the exercise of the option described herein and at the commencement of any extension term (A) no default by Subtenant under this Sublease remains uncured beyond any applicable grace or cure period, and (B) not more than twenty-five percent (25%) of the Leased Premises are subject to a sub-sublease or license, then Subtenant shall have the option, subject to the provisions hereof, to extend the Initial Term with respect to the entire Leased Premises for two five-year periods commencing on October 1, 2010 and October 1, 2015, respectively. Base Rent per square foot of Rentable Floor Area during any such extension term shall be "Fair Market Rent", which shall be defined herein as the annual fair market rent per square foot for comparable warehouse premises in the greater metropolitan area in which the Leased Premises are located and in the condition in which the Leased Premises are required to be maintained for a similar term commencing on the commencement date for the extension term in question and with operating expenses paid as set forth in the Lease and otherwise under the terms of this Sublease. The option to extend this Sublease for each extension term shall be exercised and Fair Market Rent shall be determined as follows: (i) Subtenant shall, on a date not less than one (1) year and not more than fifteen (15) months before the Initial Term is then scheduled to expire, time being of the essence, give Sublandlord notice of its exercise of the extension option for the initial five (5) year extension term. If applicable, Subtenant shall, on a date not less than one (1) year and not more than fifteen (15) months before the initial five (5) year extension term is scheduled to expire, time being of the essence, give Sublandlord notice of its exercise of the extension option for the second five (5) year extension term. If Subtenant shall fail to give Sublandlord timely notice of exercise in accordance with this Section 2.19 the preceding sentences, Subtenant's option to extend the Term and any subsequent extension option shall expire and be determined by of no further effect. Subtenant shall have no right hereunder to assign, transfer or otherwise confer upon any sub-subtenant or licensee of all or any part of the Borrowers Leased Premises (other than Church & ▇▇▇▇▇▇ Co., Inc.) Subtenant's extension rights hereunder with respect to any portion of the Leased Premises greater than twenty-five percent (25%) of the entire Leased Premises. (ii) If Subtenant has given a notice of extension described in and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any) and set forth in an Extension Amendment; provided that accordance with clause (i) above, Sublandlord shall give both Subtenant and Church & ▇▇▇▇▇▇ Co., Inc. notice of its proposed Fair Market Rent (the extended Loans will rank pari passu in right of payment and with respect to security with the existing Loans of Non-Extending Lenders and the borrowers and guarantors (if any) of the extended Revolving Credit Commitments shall be the same as the Borrowers and guarantors (if any"Rent Notice") with respect to the then existing Loansapplicable extension term at any time within, but no later than, sixty (60) days of the date of such Subtenant's notice. (iii) Within thirty (30) days of receipt of Sublandlord's Rent Notice, Subtenant shall notify Sublandlord of Subtenant's agreement to or disagreement with the terms of Sublandlord's Rent Notice. If Subtenant shall fail timely to respond to any Sublandlord's Rent Notice given under clause (ii) above within such thirty (30) day period, time being of the essence, Base Rent for the extension term shall be the Fair Market Rent set forth in such Rent Notice. At Subtenant's request, contained in its timely reply to Sublandlord's Rent Notice, the parties shall negotiate in good faith with respect to Fair Market Rent. If Subtenant and Sublandlord, having negotiated in good faith, shall agree on and Fair Market Rent on or before the date sixty (60) days after the applicable Extended Maturity Datedate of Sublandlord's Rent Notice, this Sublease shall be extended in accordance with such agreement. If the interest rate marginparties shall not have agreed by such date, rate floors, fees, original issue discount and premium applicable to any extended Revolving Credit Commitment (and the Loans thereunder) Fair Market Rent shall be determined by the Borrowers and the applicable Extending Lenders and Additional Commitment Extension Lenders (if any), (iii) borrowing and prepayment of extended Revolving Loans, or reductions of extended Revolving Credit Commitments, and participation appraisal as described in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Credit Commitments (other than upon the maturity of the Loans and Revolving Credit Commitments of Non-Extending Lenders) and clause (iv) otherwisebelow. (iv) If Sublandlord and Subtenant have not reached agreement as to Fair Market Rent with respect to any such extension term on or before the date which is sixty (60) days after the giving of Sublandlord's Rent Notice, Sublandlord shall give notice to Subtenant of an appraiser whom Sublandlord designates to ascertain such Fair Market Rent. If within ten (10) days of such notice Subtenant objects to such person, then Subtenant shall give notice to Sublandlord and designate another appraiser (and failure so to notify Sublandlord shall bind Subtenant to the terms appraiser designated by Sublandlord). If within ten (10) days of such notice Sublandlord objects to such person (and failure so to notify Subtenant shall bind Sublandlord to the appraiser designated by Subtenant), then both such appraisers shall meet and within ten (10) days of such objection designate a third appraiser, who alone shall within sixty (60) days of his or her designation ascertain such Fair Market Rent. (If the two appraisers fail to designate the third appraiser within such time, then either Sublandlord or Subtenant may request the appropriate division of the extended Revolving Credit Commitments New Jersey trial court to designate the third appraiser). Any appraiser designated shall be substantially identical an independent, third party appraiser not affiliated with or previously employed by the party designating such appraiser and shall have had at least ten (10) years experience in ownership, management, leasing and/or appraising of major industrial and warehouse facilities in the greater metropolitan area in which the Leased Premises are located similar in character to the terms set forth herein Building and shall be a member of M.A.I. or A.S.R.E.C. (taken or successor professional organizations) and otherwise qualify as an expert witness to give opinion testimony addressed to the issue of Fair Market Rent for facilities such as the Building in a wholecourt of competent jurisdiction; provided, however, that either party may designate a real estate professional without such qualification if the designation of such professional is consented to in advance of such designation by the other party, in its sole discretion, and further provided that a failure to reply to a request for such consent on or before the date the designation is required to be made (but in no event less than ten (10) days prior to the date such party is requested to consent) shall be no more favorable deemed a refusal of such consent. The written opinion of Fair Market Rent of the appraiser so chosen shall conclusively establish Fair Market Rent for the applicable extension term. Both parties shall have the opportunity to present evidence in accordance with reasonable procedures prescribed by the appraiser. The fee of the appraiser shall be paid equally by the parties, provided that each party shall pay the fees of its own counsel and witnesses. Fair Market Rent may or may not, in the discretion of the appraiser, be determined with reference to applicable Consumer Price Indices or other increases, all as such appraiser decides is customary at the time. In the event that for any reason the procedures set forth above are not completed prior to the Extending Lenders than those commencement of the applicable extension term, Subtenant shall pay on account of Base Rent at the rate per square foot established for Base Rent for the year prior to the Loans beginning of the extension term in question and Revolving Credit Commitments a retroactive adjustment shall be made effective as of Non-Extending Lenders (except for financial covenants or other covenants or provisions applicable only to periods after the applicable Existing Maturity Date, which may be as agreed among beginning of the Borrowers and extension term when the applicable Existing Lenders and Additional Commitment Extension Lenders (if any))appraiser's decision is rendered.