Common use of Fair Market Rent Clause in Contracts

Fair Market Rent. “Fair Market Rent” shall mean the arms’ length fair market annual rental rate per RSF (including additional rent and considering any “base year” or “expense stop” applicable thereto; in connection therewith, the Tax Base Year and Operating Expense Base Year applicable during the Renewal Term will each be the calendar year 2026, and such Base Years will be factored into the determination of the Fair Market Rent), including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date of the Renewal Term, for space comparable to the Premises (i.e., space which is not significantly greater or smaller in size than the Premises) in the Building and in office buildings comparable to the Building in the San Francisco, California, Financial District (“Comparable Buildings” and such transactions, “Comparable Transactions”). The determination of Fair Market Rent will take into account the following concessions (the “Concessions”): (i) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (ii) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the Premises; (iii) the level of Building Systems/infrastructure and services provided to tenants in the Building as compared to such Comparable Buildings and (iv) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rent, no consideration shall be given to (A) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of the Renewal Option, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (B) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Market Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reduced, as the case may be). Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the effective rental rate payable by Tenant (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)), or (y) at Landlord’s election, some or all such Concessions will be granted to Tenant in kind. [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in San Francisco, California (“Property”), Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (“Lender”), and each of their successors, assigns and participants that each of the following statements is true as of the date set forth below:

Fair Market Rent. The Base Rent applicable to the Premises for the Extended Term shall be the Fair Market Rent (as defined below) for space comparable to the Premises. “Fair Market Rent” shall mean the arms’ length fair market annual rental rate per RSF (including additional rent and considering any “base year” or “expense stop” applicable thereto; in connection therewith, the Tax Base Year and Operating Expense Base Year applicable during the Renewal Term will each be the calendar year 2026that a willing tenant would pay, and such Base Years will be factored into the determination that a willing landlord would accept, at arm’s length, as of the Fair Market Rent), including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date of the Renewal Extension Term, for space comparable to the Premises (i.e.in Comparable Buildings, space which is not significantly greater or smaller in size than the Premises) to be used for office purposes, based upon binding lease transactions for tenants in the Building and in office buildings comparable Comparable Buildings that, where possible, commence or are to commence within six (6) months prior to or within six (6) months after the Building in commencement of the San Francisco, California, Financial District Extension Term (“Comparable Buildings” and such transactions, “Comparable TransactionsLeases”). The determination Comparable Leases shall include renewal and new non-renewal tenancies, but shall exclude subleases and leases of Fair Market space subject to another tenant’s expansion rights. Rent will take into rates payable under Comparable Leases shall be adjusted to account for variations between this Lease and the following concessions Comparable Leases with respect to: (a) the “Concessions”): length of the Extension Term compared to the lease term of the Comparable Leases; (b) rental structure, including, without limitation, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for the base year or expense stop), and escalation provisions, (c) the size of the Premises compared to the size of the premises of the Comparable Leases; (d) the location of the floors of the Premises (including the view from such floors) compared to the location of and view from the floors of the premises of the Comparable Leases; (e) the efficiency of the floor plate of the Building compared to the efficiency of the floor plate of Comparable Buildings; (f) the ceiling heights of the Building compared to the ceiling heights of Comparable Buildings; (g) free rent, moving allowances and other cash payments affecting the rental rate; (h) the age and quality of construction of the Building (including compliance with applicable codes on the applicable floors) compared to the Comparable Buildings; (i) rental abatement concessionsleasehold improvements and/or allowances, if any, being granted such tenants including the amounts thereof in connection with such comparable space; (ii) tenant improvements or allowances provided or to be provided for such comparable spacerenewal leases, and taking into account account, in the valuecase of renewal leases (including this Lease), if anythe value of existing leasehold improvements to the renewal tenant, such value to be based upon the age, design, quality of finishes, and layout of the existing improvements in and the Premisesextent to which the same can be utilized by a general office user other than Tenant; (iiij) the level access to public transit; (k) the availability of Building Systems/infrastructure and services provided parking; (l) the signage rights under this Lease compared to signage rights under Comparable Leases, (m) the amenities available to tenants in the Building as and those exclusively available to Tenant compared to such amenities available to tenants in Comparable Buildings Buildings; (n) the energy efficiencies and environmental elements of the Building compared to Comparable Buildings, including current LEED certification; and (ivo) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rent, no consideration shall be given to (A) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of the Renewal Option, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (B) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spacesComparison Leases. The Fair Market Rate may include annual or other periodic increases and may be less than the Base Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reduced, as the case may be). Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the effective rental rate payable by Tenant (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)), or (y) at Landlord’s election, some or all such Concessions will be granted to Tenant in kind. [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in San Francisco, California (“Property”), Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (“Lender”), and each of their successors, assigns and participants that each of the following statements is true as of the date set forth below:exercise of the Extension Option.

Fair Market Rent. “Fair Market Rent” shall mean the arms’ length i) The term "fair market annual rental rate per RSF rate" as used in this Section 10 means the monthly amount, projected for each year of the Option Term (including additional rent annual increases), that a willing, non-equity, private sector tenant (excluding sublease and considering any “base year” or “expense stop” applicable thereto; in connection therewith, the Tax Base Year and Operating Expense Base Year applicable during the Renewal Term will each be the calendar year 2026assignment transactions) would pay, and such Base Years will a willing landlord of a comparable quality building located in the Kearny Mesa submarket would accept, in an arm's length transaction (what Landlord is accepting in then current transactions for the Project may be factored into considered for purposes of projecting rent for the determination of the Fair Market RentOption Term), including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date of the Renewal Term, for space of comparable to the Premises (i.e.size, space which is not significantly greater or smaller in size than quality and floor height as the Premises) in the Building and in office buildings comparable to the Building in the San Francisco, California, Financial District (“Comparable Buildings” and such transactions, “Comparable Transactions”). The determination of Fair Market Rent will take taking into account the following concessions (age, quality and layout of the “Concessions”): (i) rental abatement concessions, if any, being granted such tenants then existing improvements in connection with such comparable space; (ii) tenant improvements or allowances provided or to be provided for such comparable spacethe Premises, and taking into account the valueall other relevant factors or items that professional real estate brokers or professional real estate appraisers customarily consider, including, but not limited to, lease term, rental rates, space availability, Premises size, tenant improvement allowances, parking charges and any lease concessions (e.g., free rent or abated rent), if any, then being charged or granted by Landlord or the lessors of such similar buildings in such submarket. All economic terms other than the existing improvements in the Premises; (iii) the level of Building Systems/infrastructure and services provided to tenants in the Building as compared to such Comparable Buildings and (iv) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Monthly Base Rent, no consideration shall be given to (A) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of the Renewal Optionsuch as, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable spacewithout limitation, and (B) any period of rental abatementtenant improvement allowance amounts, if any, granted operating expense allowances, if any, parking charges, etc., will be established by Landlord and may be considered when determining the fair market rental rate for the Option Term. ii) In the event Tenant timely delivers a valid Extension Notice, Landlord shall use commercially reasonable efforts to tenants give to Tenant written notice of Landlord's determination of the fair market rental rate for the corresponding Option Term not later than sixty (60) days after the date of Landlord’s receipt of the Extension Notice. Tenant shall have thirty (30) days ("Tenant's Review Period") after receipt of Landlord's notice of the fair market rental rate within which to accept such fair market rental rate or to reasonably object thereto in comparable transactions writing in connection a notice delivered to Landlord, which notice will set forth the reasonable basis for the objection. If Tenant fails to deliver such notice prior to the expiration of Tenant’s Review Period, Tenant shall be deemed to have agreed with Landlord that the fair market rental rate is the fair market rental rate determined by Landlord, and the Term will be extended by the applicable Option Term as provided hereinabove in this Section 10. If, however, within Tenant's Review Period Tenant timely notifies Landlord as provided above of Tenant’s reasonable objection to Landlord’s determination of the fair market rental rate, Landlord and Tenant will meet to present and discuss their individual determinations of the fair market rental rate for the Premises under the parameters set forth in Section 10.a.i) above and shall attempt to negotiate a rental rate on the basis of such individual determinations. Such meeting shall occur no later than ten (10) days after the expiration of Tenant's Review Period. The parties shall each provide the other with such supporting information and documentation as they deem appropriate. At such meeting, if Landlord and Tenant are unable to agree upon the fair market rental rate, they shall each submit to the other their respective best and final offer as to the fair market rental rate. If Landlord and Tenant fail to reach agreement on such fair market rental rate within five (5) business days following such a meeting (which fifth business day may be referred to as the "Outside Agreement Date"), Tenant's delivery of the Extension Notice shall be rescinded and all Extension Options will be deemed null and void unless either Landlord or Tenant gives written notice to the other, within five (5) business days after the Outside Agreement Date, of its decision to submit the matter to appraisal, whereupon the Extension Notice shall automatically be and become irrevocable and the parties shall proceed to determine the fair market rental rate for the Premises in accordance with the design, permitting appraisal provisions set out below. (a) Landlord and construction Tenant shall each appoint one (1) independent appraiser who shall by profession be an M.A.I. certified real estate appraiser who shall have been active over at least the five (5) year period ending on the date of tenant improvements such appointment in such comparable spacesthe leasing of commercial properties in the Kearny Mesa submarket. The Fair Market Rent determination of the appraisers shall additionally include be limited solely to the issue of whether Landlord’s or Tenant’s last proposed (as of the Outside Agreement Date) best and final fair market rental rate for the Premises is the closest to the actual fair market rental rate for the Premises as determined by the appraisers, taking into account the requirements specified in Section 10.a.i). above. Each such appraiser shall be appointed within ten (10) business days after the Outside Agreement Date. (b) The two (2) appraisers so appointed shall within ten (10) business days of the date of the appointment of the last appointed appraiser agree upon and appoint a determination third appraiser who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two (2) appraisers. (c) The three appraisers shall within ten (10) business days of the appointment of the third appraiser reach a decision as to whetherwhether the parties shall use Landlord’s or Tenant’s submitted best and final fair market rental rate, and if so shall notify Landlord and Tenant thereof. During such ten (10) business day period, Landlord and Tenant may submit to what extentthe appraisers such information and documentation to support their respective positions as they shall deem reasonably relevant and Landlord and Tenant may each appear before the appraisers jointly to question and respond to questions from the appraisers. (d) The decision of the majority of the three (3) appraisers shall be binding upon Landlord and Tenant and neither party shall have the right to reject the decision (absent material manifest error by an appraiser) or to undo the exercise of the Extension Option. If either Landlord or Tenant fails to appoint an appraiser within the time period specific in Section 10.a.iii)(a) hereinabove, Tenant must provide Landlord with financial securitythe appraiser appointed by one of them shall within ten (10) business days following the date on which the party failing to appoint an appraiser could have last appointed such appraiser reach a decision based upon the same procedures as set forth above (i.e., such as a letter of credit by selecting either Landlord’s or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reduced, as the case may be). Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition submitted best and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the effective final fair market rental rate payable by Tenant (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)), or (y) at Landlord’s election, some or all such Concessions will be granted to Tenant in kind. [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in San Francisco, California (“Property”), Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (“Lender”rate), and each of their successorsshall notify Landlord and Tenant thereof, assigns and participants that each such appraiser’s decision shall be binding upon Landlord and Tenant and neither party shall have the right to reject the decision (absent material manifest error by the appraiser) or to undo the exercise of the following statements is true as Extension Options. (e) If the two (2) appraisers fail to agree upon and appoint a third appraiser, either party, upon ten (10) days written notice to the other party, can apply to the Presiding Judge of the date Superior Court of San Diego County to appoint a third appraiser meeting with qualifications set forth below:herein. The third appraiser, however, selected shall be a person who has not previously acted in any capacity for either party. (f) The cost of each party’s appraiser shall be the responsibility of the party selecting such appraiser, and the cost of the third appraiser (or arbitration, if necessary), shall be shared equally by Landlord and Tenant. (g) If the process described hereinabove has not resulted in a selection of either Landlord’s or Tenant’s submitted best and final fair market rental rate by the commencement of the applicable extension term, then the fair market rental rate estimated by Landlord will be used until the appraiser(s) reach a decision, with an appropriate rental credit and other adjustments for any overpayments of monthly installments of Base Rent if the appraisers select Tenant’s submitted best and final estimate of the fair market rental rate. The parties shall enter into an amendment to the Amended Lease confirming the terms of the decision.

Fair Market Rent. The monthly Base Rent payable during the First Extended Term and the Second Extended Term shall be the Fair Market Rent (as defined below). For purposes hereof, “Fair Market Rent” shall mean the amount of rent, expressed on a per rentable square foot basis, which a willing landlord and tenant, negotiating at arms’ length fair market annual rental rate per RSF ' length, would accept for the Expansion Premises. Fair Market Rent shall be based upon the rent for comparable space in comparable Class A buildings in the Hayward, Newark, North Fremont and Union City areas that are located within an eight (including additional rent 8) mile radius of the Park and considering any “base year” or “expense stop” applicable thereto; in connection therewith, the Tax Base Year and Operating Expense Base Year applicable during the Renewal Term will each be the calendar year 2026are of a similar quality to, and with similar amenities and parking as, Building A (collectively, "Comparable Buildings") for a term of substantially equal duration to the Extended Term in question, commencing on or about the commencement date of such Base Years will Extended Term. Expansion and renewal transactions shall not be factored taken into the determination consideration unless such expansion or renewal is pursuant to a comparable definition of the Fair Market Rent), including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date of the Renewal Term, for space comparable to the Premises (i.e., space which is not significantly greater or smaller in size than the Premises) in the Building and in office buildings comparable to the Building in the San Francisco, California, Financial District (“Comparable Buildings” and such transactions, “Comparable Transactions”). The determination of Fair Market Rent will shall take into account the following concessions (the “Concessions”): consideration: (i) free rent, moving allowances and other similar concessions affecting the so-called "effective" rental abatement concessions, if any, being granted such tenants in connection with such comparable spacerate; (ii) tenant improvements improvement build-outs or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the Premisesallowances; (iii) the level creditworthiness of Building Systems/infrastructure and services provided to tenants in the Building as compared to such Comparable Buildings and tenants; (iv) other reasonable monetary concessions being granted such tenants the type of escalation clause (e.g. whether increases in connection with such comparable spaceadditional rent are determined on a net or gross basis, and if gross, the applicable base year); provided, however, that in calculating the Fair Market Rent, no consideration shall be given to (Av) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise size of the Renewal Option, or premises; (vi) the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, value of any existing tenant improvements; and (Bvii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spacesall other relevant factors. The Fair Market Rent shall additionally include a determination as to whetheralso reflect the then prevailing rent structure for comparable leases in Comparable Buildings, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guarantythat if, for Tenant’s example, at the time Fair Market Rent obligations in connection with Tenant’s is being determined the prevailing rent structure for comparable space and for comparable lease of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reducedterms includes periodic rent adjustments, as the case may be). Such determination Fair Market Rent shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and reflect such other tenants). The Concessions (x) shall be reflected in the effective rental rate payable by Tenant (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)), or (y) at Landlord’s election, some or all such Concessions will be granted to Tenant in kind. [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in San Francisco, California (“Property”), Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (“Lender”), and each of their successors, assigns and participants that each of the following statements is true as of the date set forth below:rent structure.

Fair Market Rent. (a) Fair Market Rent shall mean the annual fair market rental value of the Demised Premises based upon comparable buildings in the same area of generally comparable quality, location, services and amenities and quality of construction as the Demised Premises, as of the commencement of the applicable renewal term with a lease term equal to the applicable renewal term and otherwise containing comparable provisions as this Lease taking into consideration all relevant factors, including, without limitation, the then current and projected rents for comparable premises within a five (5) mile radius of the Demised Premises or those rented during the prior twelve (12) months or projected to be for rent during the first year of the applicable renewal term, (i) adjusted for any special conditions applicable to leases, and (ii) taking into consideration the location, length of term, amount of space, rent concessions and other relevant factors in computing rent, including adjustments for anticipated (b) Following receipt of Tenant’s notice to renew, Landlord shall notify Tenant of the amount which Landlord believes constitutes the Fair Market Rent for the Demised Premises for the first lease year of the applicable renewal term. Within thirty (30) days of such notice, (a) if Tenant agrees, Tenant shall notify Landlord that Tenant so agrees that the rent therein provided constitutes the “Fair Market Rent” ”, as hereinafter provided or (b) if Tenant disagrees, Tenant shall mean the arms’ length fair market annual rental rate per RSF (including additional rent and considering any “base year” or “expense stop” applicable thereto; specify what rent, in connection therewithTenant’s reasonable opinion, the Tax Base Year and Operating Expense Base Year applicable during the Renewal Term will each be the calendar year 2026, and such Base Years will be factored into the determination of constitutes the Fair Market RentRent (“Tenant’s Rent Notice”) for the first lease year of the applicable renewal term. In the event Tenant agrees as provided in clause (a) above or fails to respond within said thirty (30) day period, time being of the essence, the rent set forth in Landlord’s notice shall be deemed the Fair Market Rent for the first year of the applicable renewal term. (c) In the event the parties cannot agree upon the Fair Market Rent within thirty (30) Business Days following the foregoing thirty (30) day period, then at the request of either party to the other (called the “Initial Request”), including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date each of the Renewal Termparties shall, for space comparable to the Premises within seven (i.e.7) days, space which is not significantly greater or smaller in size than the Premiseseach choose a reputable qualified independent licensed real estate broker (who shall have at least ten (10) years’ experience as a licensed real estate broker leasing similar buildings in the Building same geographic area) and notify in office buildings comparable to writing the Building in the San Francisco, California, Financial District other thereof (“Comparable BuildingsLandlord’s Broker” and “Tenant’s Broker”, respectively). Within seven (7) Business Days after such transactionsselection, Landlord’s Broker and Tenant’s Broker shall each make a determination of Fair Market Rent. Landlord’s Broker and Tenant’s Broker shall choose a third such real estate broker within five (5) Business Days thereafter, or if they do not agree upon a third real estate broker, then either party may make a request of the Chairman of the Real Estate Section of the local Bar Association for the appointment of such a broker (the “Comparable TransactionsIndependent Broker”). The Independent Broker shall select either Landlord’s Broker’s determination or Tenant’s Broker’s determination (but no other Fair Market Rent amount). The determination of Fair Market Rent will take into account the following concessions (the “Concessions”): (i) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (ii) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the Premises; (iii) the level of Building Systems/infrastructure and services provided to tenants in the Building as compared to such Comparable Buildings and (iv) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rent, no consideration shall be given to (A) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of the Renewal Option, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (B) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Independent Broker regarding Fair Market Rent shall additionally include a determination as to whether, be final and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease binding and the cost of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reduced, as the case may be). Such determination Independent Broker shall be made shared equally by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition Landlord and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the effective rental rate payable by Tenant (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)), or (y) at Landlord’s election, some or all such Concessions will be granted to Tenant in kind. [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in San Francisco, California (“Property”), Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (“Lender”), and each of their successors, assigns and participants that each of the following statements is true as of the date set forth below:.

Fair Market Rent. The term “Fair Market Rent” shall mean the arms’ length fair market Base Rent, expressed as an annual rental rate rent per RSF (including additional rent and considering any “base year” or “expense stop” applicable thereto; in connection therewithsquare foot of floor area, the Tax Base Year and Operating Expense Base Year applicable during the Renewal Term will each be the calendar year 2026, and such Base Years will be factored into the determination of the Fair Market Rent), including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date of the Renewal Term, for space comparable to which Landlord would have received from leasing the Premises (i.e., space for the [***] Extension Term to an unaffiliated person which is not significantly greater or smaller in size than the Premises) then a tenant in the Building and in office buildings comparable to the Building in the San FranciscoProject, California, Financial District (“Comparable Buildings” and assuming that such transactions, “Comparable Transactions”). The determination of Fair Market Rent will take into account the following concessions (the “Concessions”): (i) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (ii) tenant improvements or allowances provided or space were to be provided for such comparable spacedelivered in “as-is” condition, and taking into account the valuerental which such other tenant would most likely have paid for such premises, if anyincluding market escalations, of the existing improvements in the Premises; (iii) the level of Building Systems/infrastructure and services provided to tenants in the Building as compared to such Comparable Buildings and (iv) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rent, no consideration shall be given to (A) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of the Renewal Option, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (B) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Market Rent shall additionally not in any event be less than the Base Rent for the Premises as of the expiration of the Lease Term. Fair Market Rent shall not be reduced by reason of any costs or expenses saved by Landlord by reason of Landlord’s not having to find a new tenant for the Premises (including without limitation brokerage commissions, cost of improvements necessary to prepare the space for such tenant’s occupancy, rent concession, or lost rental income during any vacancy period), but shall take into account market rental concessions and allowances for comparable lease renewals in the market. Fair Market Rent means only the rent component defined as Base Rent in the Lease and does not include a determination reimbursements and payments by Tenant to Landlord with respect to Monthly Fixed Operating Expenses, Taxes, or other items payable or reimbursable by Tenant under the Lease. In addition to its obligation to pay Base Rent (as determined herein), Tenant shall continue to whetherpay and reimburse Landlord as set forth in the Lease with respect to such Monthly Fixed Operating Expenses (subject to be increased by Landlord), Taxes, and if so other items with respect to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reduced, as the case may be)[***] Extension Term. Such determination The arbitration process described below shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history limited to the then existing financial condition determination of the Base Rent and credit history shall not affect or otherwise reduce or modify the Tenant’s obligation to pay or reimburse Landlord for such Monthly Fixes Operating Expenses, Taxes, and other reimbursable items. Notwithstanding anything contained herein to the contrary, upon the determination of the Base Rent for the first twelve (12) months of the [***] Extension Term, whether through an agreement between Landlord and Tenant or through arbitration as provided below, the Base Rent shall automatically increase on each twelve (with appropriate adjustments to account for differences in 12) month anniversary thereafter during the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the effective rental rate payable [***] Extension Term by Tenant (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis [***] percent over the applicable term of the Comparable Transaction (Base Rent in which case effect immediately prior to such Concessions evidenced in the effective rental rate shall not be granted to Tenant)), or (y) at Landlord’s election, some or all such Concessions will be granted to Tenant in kind. [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in San Francisco, California (“Property”), Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (“Lender”), and each of their successors, assigns and participants that each of the following statements is true as of the date set forth below:anniversary.

Fair Market Rent. “For purposes of the Lease, the term "Fair Market Rent” Rental Rate" shall mean the arms’ length fair market annual rental rate amount per RSF (including additional rent and considering any “base year” or “expense stop” applicable thereto; rentable square foot that a comparable landlord of a comparable building with comparable vacancy factors would accept in connection therewith, current transactions having commencement dates that are approximately the Tax Base Year and Operating Expense Base Year applicable during same as the Renewal Term will each be the calendar year 2026, and such Base Years will be factored into the determination of the Fair Market Rent), including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date of the Renewal Termcommencement of the applicable Option Period between non-affiliated parties from new, non-expansion, non-renewal and non-equity tenants of comparable credit-worthiness, for space comparable to the Premises space, for a comparable use, for a comparable period of time (i.e., space which is not significantly greater or smaller in size than the Premises"Comparable Transactions") in the Building Cascades Business Park, Sylmar and in office buildings comparable to the Building in the San Francisco, California, Financial District (“Comparable Buildings” and such transactions, “Comparable Transactions”)Van Nuys area. The In any determination of Fair Market Rent will take into account the following concessions (the “Concessions”): (i) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (ii) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the Premises; (iii) the level of Building Systems/infrastructure and services provided to tenants in the Building as compared to such Comparable Buildings and (iv) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rent, no Transactions appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause (A) e.g., whether increases in additional rent are determined on a net or gross basis, and if gross, whether such increases are determined according to a base year or a base dollar amount expense stop), the fact that Landlord is extent of Tenant's liability under the Lease, length of the lease term, size and location of premises being leased, the existence or is not required absence of free rent, the existence or absence of a tenant improvement allowance, and other generally applicable conditions of tenancy for such Comparable Transactions. For purposes of determining what constitutes Comparable Transactions, the Premises shall be deemed to pay a be improved with the Building shell improvements, the Existing Mezzanine, Landlord's Work and 15,000 square feet of finished offices (the "Assumed Improvements"). In addition, consideration shall be given to tenant improvement allowances provided for comparable transactions, taking into account the value of the Assumed Improvements. Other than to the extent they are part of the Assumed Improvements, no increases or decreases in the rental or useable value of the Premises by improvements or additions made by Tenant at Tenant's expense shall be taken into consideration. No deduction shall be given nor consideration given to allowances for real estate brokerage commission commissions. In addition, in connection with Tenant’s exercise determining what constitutes a Comparable Transaction, in the event that during the term of this Lease any capital improvements have been made to the Premises or the common areas (other than the Tenant Improvements described in the preceding sentence), the remaining useful life <PAGE> -62- of those capital improvements will be taken into consideration. If the Fair Market Rental Rate includes a component of free rent or tenant improvement allowance, Landlord may, at Landlord's sole option, elect to (a) grant some or all of the Renewal Option, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, free rent and/or tenant improvement allowance to Tenant; and (Bb) any period reduce the Base Rent component of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Market Rent shall additionally include a determination as Rental Value to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reduced, as the case may be). Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the an effective rental rate payable by Tenant (which effective rental rate shall take that takes into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term that portion of the Comparable Transaction free rent and/or tenant improvement allowance that Landlord has elected not to grant to Tenant (in which case such Concessions event that portion of the free rent and/or tenant improvement allowance evidenced in the effective rental rate shall not be granted to Tenant)). The intent is that, or (y) at Landlord’s electionexcept as limited in this paragraph 39.7, some or all such Concessions Tenant will be granted to Tenant obtain the same rent and other economic benefits that Landlord would otherwise give in kind. [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies Comparable Transactions and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in San Francisco, California (“Property”), Purchaserthat Landlord will make, and any actual or prospective mortgage and/or mezzanine lenders to receive the same economic payments and concessions that Landlord or Purchaser and/or their affiliates (“Lender”)would otherwise make, and each of their successors, assigns and participants that each of the following statements is true as of the date set forth below:receive in Comparable Transactions.

Fair Market Rent. The term “Fair Market Rent” for purposes of determining Minimum Monthly Rent during the Extension Period shall mean the arms’ length fair market annual rental rate base monthly rent per RSF (including additional rent and considering any “base year” rentable square foot of space generally applicable to renewals or “expense stop” applicable thereto; in connection therewithextensions of full service office leases at comparable class buildings of comparable size, the Tax Base Year and Operating Expense Base Year applicable during the Renewal Term will each be the calendar year 2026age, and such Base Years will be factored into the determination quality of the Fair Market Rent), including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date of the Renewal Term, for space comparable to the Premises (i.e., space which is not significantly greater or smaller in size than the Premises) in the Building and in Class “A” office buildings comparable to the Building in the financial district of San Francisco, California, Financial District California (“Comparable Buildings” ”) projected as of the first day of the Extension Period, with annual increases, by giving due consideration for the quality of the Building and such transactionsimprovements therein (including the quality of the then existing improvements in the Leased Premises), “Comparable Transactions”)for a term comparable to the Extension Period at the time the commencement of the Extension Period is scheduled to commence, and for comparable space that is not subleased or subject to another party’s expansion rights or not leased to a tenant that holds an ownership interest in the landlord, and otherwise subject to the terms and conditions of this Lease that will be applicable during the Extension Period. The determination of Fair Market Rent will take Rate takes into account consideration the following concessions (the “"Concessions”): ") being granted for lease extensions or renewals in Comparable Buildings: (ia) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (iib) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the Premisessubject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements; (iii) the level of Building Systems/infrastructure and services provided to tenants in the Building as compared to such Comparable Buildings and (ivc) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rent, no consideration shall be given (i) to (A) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its option to extend the Renewal OptionTerm, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (Bii) any period of rental abatement, if any, granted to tenants in such comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Market Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reduced, as the case may be). Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the effective rental rate payable by Tenant (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)), or (y) at Landlord’s election, some or all such Concessions will be granted to Tenant in kind. [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in San Francisco, California (“Property”), Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (“Lender”), and each of their successors, assigns and participants that each of the following statements is true as of the date set forth below:.

Fair Market Rent. “The Base Rent and additional rent payable by Optionee during the Option Term (the "Fair Market Rent” ") shall mean be equal to the arms’ length fair market annual rental rate per RSF (including additional effective base rent and considering any “base year” or “expense stop” applicable thereto; in connection therewith, the Tax Base Year and Operating Expense Base Year applicable during the Renewal Term will each be the calendar year 2026, and such Base Years will be factored into the determination of the Fair Market Rent)additional rent, including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date at which, as of the Renewal commencement of the Option Term, for tenants are leasing non-sublease, non-encumbered, non-equity full service space comparable in size, location and quality to the Premises for a term of five (i.e.5) years, which comparable space which is not significantly greater or smaller located in size than the Premises) in the Building and in office other Class "A" buildings of comparable to the Building quality in the San FranciscoFrancisco North and South of Market Financial area and which tenants are of similar credit standing with Optionee at the time of renewal, Californiaand for comparable terms pursuant to leases entered into or renewed by such other tenants on or about the commencement of the Option Term, Financial District (“Comparable Buildings” and such transactions, “Comparable Transactions”)provided that in no event shall the monthly Base Rent for the Option Term be less than the monthly Base Rent during the last twelve months of the initial lease term. The determination of Fair Market Rent will take effective rental rate shall be calculated by taking into account consideration the following concessions (the “Concessions”): and no other concessions: (i) rental abatement concessions, if any, being granted such tenants provided in connection with such comparable space; (ii) tenant improvements or allowances provided or to be provided by the landlord for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the then existing improvements in the Premises, such value to be based on the age, quality and layout of the improvements and the extent to which the same can be utilized by Optionee based on the fact that the precise tenant improvements existing in the Premises are specifically suitable to Optionee; (iii) any other customary and ordinary material economic office rental market concessions and inducements. Notwithstanding the level of Building Systems/infrastructure and services provided to tenants foregoing, if in the Building as compared to such Comparable Buildings and (iv) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating determining the Fair Market Rent, no consideration shall be given to (A) the fact parties and/or appraisers determine that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise the economic terms of the Renewal Option, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (B) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Market Rent shall additionally include a determination as to whethertenant improvement allowance, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit may elect either to: (1) grant some or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease all of the Premises during value of the Renewal Term tenant improvement allowance as an allowance for the refurbishment of the Premises, or whether any then-existing financial security should (2) reduce the Base Rent component of the Fair Market Rent to be appropriately adjusted (increased or reduced, as the case may be). Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the an effective rental rate payable by Tenant (which effective rental rate shall take that takes into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term that portion of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall tenant improvement allowance that Landlord has elected not be granted to Tenant)), or (y) at Landlord’s election, some or all such Concessions will be granted grant to Tenant in kind. [Purchaser Name] pursuant to clause (“Purchaser”1) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in San Francisco, California (“Property”), Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (“Lender”), and each of their successors, assigns and participants that each of the following statements is true as of the date set forth below:above.

Fair Market Rent. “Fair Market Rent” shall mean the arms’ length fair market annual rental rate per RSF (including additional rent and considering any “base year” or “expense stop” applicable thereto; in connection therewith, the Tax Base Year and Operating Expense Base Year applicable during the Renewal Term will each be the calendar year 2026, and such Base Years will be factored into the determination of the Fair Market Rent), including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date of the Renewal Term, for space comparable to the Premises (i.e., space which is not significantly greater or smaller in size than the Premises) in the Building and in office buildings comparable to the Building in the San Francisco, California, Financial District (“Comparable Buildings” and such transactions, “Comparable Transactions”). The determination of Fair Market Rent will take into account the following concessions (the “Concessions”): (i) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (ii) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the Premises; (iii) the level of Building Systems/infrastructure and services provided to tenants in the Building as compared to such Comparable Buildings and (iv) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rent, no consideration shall be given to (A) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with TenantXxxxxx’s exercise of the Renewal Option, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (B) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Market Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reduced, as the case may be). Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the effective rental rate payable by Tenant (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)), or (y) at Landlord’s election, some or all such Concessions will be granted to Tenant in kind. [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in San Francisco, California (“Property”), Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (“Lender”), and each of their successors, assigns and participants that each of the following statements is true as of the date set forth below:

Fair Market Rent. “The Base Rent applicable to the Renewal Premises for the Extension Term shall be the Fair Market Rent” shall mean Rent (as defined below) for space comparable to the arms’ length fair market annual rental rate per RSF (including additional rent Renewal Premises and considering any “base year” or “expense stop” applicable thereto; in connection therewith, the Tax Base Expense Year and Operating Expense the Base Tax Year applicable during for the Renewal Term will each Premises shall be adjusted to be the calendar year 2026, and such Base Years will be factored into in which the determination of the applicable Extension Term commences. "Fair Market Rent)" shall mean the annual rental that a willing tenant would pay, including all escalationsand that a willing landlord would accept, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date at arm's length, as of the Renewal commencement of the applicable Extension Term, for space comparable to the Renewal Premises (i.e.in Comparable Buildings, space which is not significantly greater or smaller in size than the Premises) based upon binding lease transactions for tenants in the Building and in office buildings comparable Comparable Buildings that, where possible, commence or are to commence within six (6) months prior to or within six (6) months after the commencement of the applicable Extension Term ("Comparable Leases"). Comparable Leases shall include renewal and new non-renewal tenancies, but shall exclude subleases and leases of space subject to another tenant's expansion rights. Rent rates payable under Comparable Leases shall be adjusted to account for variations between this Lease and the Comparable Leases with respect to: (a) the length of the applicable Extension Term compared to the lease term of the Comparable Leases; (b) rental structure, including, without limitation, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for the base year or expense stop), and escalation provisions, (c) the size of the Renewal Premises compared to the size of the premises of the Comparable Leases; (d) the location of the floors of the Renewal Premises compared to the location of the floors of the premises of the Comparable Leases; (e) the efficiency of the floor plate of the Building in compared to the San Francisco, California, Financial District (“efficiency of the floor plate of Comparable Buildings” and such transactions, “Comparable Transactions”). The determination of Fair Market Rent will take into account the following concessions (the “Concessions”): (i) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (iif) tenant free rent, moving allowances and other cash payments affecting the rental rate; (g) the quality and design of construction of the Building (including compliance with applicable codes on the applicable floors) compared to the quality and design of construction of the Comparable Buildings; (h) leasehold improvements or allowances provided or to be provided for such comparable spaceand/or allowances, including the amounts thereof in renewal leases, and taking into account the valueaccount, if any, of the existing improvements in the Premisescase of renewal leases (including this Lease), the value of existing leasehold improvements to the renewal tenant; (iiii) the level access to public transit; OJ the availability of Building Systems/infrastructure and services provided parking; (k) the signage rights under this Lease compared to signage rights under Comparable Leases; (1) the amenities available to tenants in the Building as compared to such amenities available to tenants in Comparable Buildings Buildings; and (ivm) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rent, no consideration shall be given to (A) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of the Renewal Option, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (B) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spacesComparable Leases. The Fair Market Rent shall additionally may include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit annual or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reduced, as the case may be). Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the effective rental rate payable by Tenant (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)), or (y) at Landlord’s election, some or all such Concessions will be granted to Tenant in kind. [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in San Francisco, California (“Property”), Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (“Lender”), and each of their successors, assigns and participants that each of the following statements is true as of the date set forth below:periodic increases.