Common use of Second Renewal Option Clause in Contracts

Second Renewal Option. Provided (i) Tenant is not in default beyond any applicable grace or cure period as of the date of exercise of the Second Renewal Option (as hereinafter defined) nor at the date of the commencement of the Second Renewal Option; and (ii) Tenant has not sublet any part of the Premises or assigned any part of the Lease (except for assignments or subleases permitted under the Lease without Landlord’s consent), Tenant shall have the right to renew the term of the Lease for one period of five (5) years (“Second Renewal Option”), commencing September 1, 2028 (“Second Renewal Commencement Date”) and expiring August 31, 2033. During the term of the Second Renewal Option, Base Rent shall be at the following rates: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Tenant shall exercise the Second Renewal Option by furnishing Landlord written notice of Tenant’s exercise of the Second Renewal Option (“Second Renewal Notice”) by 5:00 p.m., Troy, Michigan time, on February 29, 2028. Landlord shall, within five (5) days of receipt of Tenant’s Second Renewal Notice, deliver a Lease amendment solely documenting the new terms for the Second Renewal Option as set forth above. Tenant shall promptly execute the amendment, thus confirming the exercise of the Second Renewal Option. All of the other terms and conditions shall remain as provided in this Lease and Tenant shall occupy the Premises throughout the Second Renewal Option in its then, as-is condition (subject to Landlord’s express obligations under the Lease). The Second Renewal Option is personal to Tenant and shall not be assignable or transferable to any other party whatsoever.

Second Renewal Option. Provided that Subtenant timely exercises its option for the First Renewal Term, Subtenant is hereby also granted the option to extend the Term of this Sublease, with respect to all of the Sublet Premises as then constituted, in “as-is” condition, for one (1) consecutive additional period commencing on the day following the last day of the First Renewal Term and ending on January 24, 2020 (the “Second Renewal Term”), on the following terms and conditions: (i) Tenant is not in default beyond any applicable grace or cure period as No Event of the date of exercise of the Second Renewal Option (as hereinafter defined) nor Default shall exist, either at the date time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement of the Second Renewal Option; and Term (unless Sublandlord elects, in its sole discretion, to waive such condition); (ii) Tenant has Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any part portion of the Sublet Premises or assigned any part of the Lease (except for assignments or subleases permitted under the Lease without Landlord’s consentto a Related Party), Tenant ; (iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option (the right to renew the term of the Lease for one period of five (5) years (“Second Renewal OptionNotice”)) not less than 240 days nor more than 395 days prior to the last day of the First Renewal Term (time being of the essence, commencing September 1, 2028 (“and Subtenant’s failure to timely deliver the Second Renewal Commencement Date”Notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and (v) all Sublease terms for the Second Renewal Term shall be the same as specified for the First Renewal Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease, (b) there shall be no allowances or inducements payable by Sublandlord during the Second Renewal Term, and expiring August 31(c) Base Rent payable during the Second Renewal Term shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt of the Second Renewal Notice; provided, 2033however, that if the parties have not agreed in writing as to the rate or rates of Base Rent that will be payable during the Second Renewal Term within ninety (90) days after Sublandlord’s receipt of the Second Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on or after that date and prior to the parties’ execution of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for the Second Renewal Term shall be null and void and the Term shall expire on the last day of the First Renewal Term; and (vi) Sublandlord and Subtenant shall promptly execute and deliver to one another an amendment to this Sublease, in reasonable form prepared by Sublandlord and acceptable to Subtenant in its reasonable discretion, confirming Subtenant’s exercise of its option hereunder and the Base Rent payable during the Second Renewal Term. During Notwithstanding anything to the term contrary contained in this Section 1.3, the failure of the parties to execute such amendment shall not be deemed to rescind Subtenant’s notice of its exercise of the Second Renewal Option, Base Rent shall be at the following rates: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Tenant shall exercise the Second Renewal Option by furnishing Landlord written notice of Tenant’s exercise of the Second Renewal Option (“Second Renewal Notice”) by 5:00 p.m., Troy, Michigan time, on February 29, 2028. Landlord shall, within five (5) days of receipt of Tenant’s Second Renewal Notice, deliver a Lease amendment solely documenting the new terms for the Second Renewal Option as set forth above. Tenant shall promptly execute the amendment, thus confirming the exercise of the Second Renewal Option. All of the other terms and conditions Subtenant shall remain as provided in bound by the terms of this Lease and Tenant shall occupy the Premises throughout the Second Renewal Option in its then, as-is condition (subject to Landlord’s express obligations under the Lease). The Second Renewal Option is personal to Tenant and shall not be assignable or transferable to any other party whatsoeverSection 1.3.

Second Renewal Option. Provided (i) Tenant is not in default beyond any applicable grace or cure period as of Subject to the date of exercise of the Second Renewal Option (as provisions hereinafter defined) nor at the date of the commencement of the Second Renewal Option; and (ii) set forth, if Tenant has not sublet any part of the Premises or assigned any part of the Lease (except for assignments or subleases permitted validly exercised its first renewal option under the Lease without Landlord’s consent)Section 14 above, then Landlord hereby grants to Tenant shall have the right an additional option to renew extend the term of the Lease for all of the then Premises, on the same terms, conditions and provisions as contained in the Lease, except as otherwise provided herein, for one additional period of five (5) years (“the "Second Renewal Option”)Period") after the expiration of the First Renewal Period, commencing September which Second Renewal Period shall commence on October 1, 2028 2029 (“the "Second Renewal Period Commencement Date”") and expiring August 31end on September 30, 2033. During 2034. (a) Said option shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said option given not later than the term of date which is fifteen (15) months prior to the Second Renewal OptionPeriod Commencement Date, Base Rent time being of the essence. If Tenant's option is not so exercised, said option shall thereupon expire. (b) Unless Landlord otherwise agrees (at its sole discretion), Tenant may only exercise said option, and an exercise thereof shall only be effective, if at the following rates: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Tenant shall time of Tenant's exercise of said option and on the Second Renewal Option Period Commencement Date, the Lease is in full force and effect and Tenant is not (i) in monetary Default under the Lease or (ii) in non-monetary Default under the Lease, and in either event, such Default is not cured by furnishing Landlord Tenant in the time and manner set forth in the Lease after written notice from Landlord. No sublessee or assignee (other than a permitted Affiliate assignee) shall be entitled to exercise said option. In the event of an assignment to a permitted Affiliate assignee under Article Ten of the Lease (as amended by Section 23 below) as of the time of Tenant’s exercise of the Second Renewal Option (“Second Renewal Notice”) by 5:00 p.m., Troy, Michigan time, on February 29, 2028. Landlord shall, within five (5) days of receipt of Tenant’s Second Renewal Notice, deliver a Lease amendment solely documenting the new terms for the Second Renewal Option said option under this Section 15 or as set forth above. Tenant shall promptly execute the amendment, thus confirming the exercise of the Second Renewal Option. All Period Commencement date, then, at Landlord’s election, any exercise of said option under this Section 15 and the amendment contemplated by Section 15(d) must be signed by both the original named Tenant and each such permitted Affiliate assignee in order to be effective (unless, however, the original named Tenant no longer exists as a separate and distinct entity as a direct result of the other terms transaction giving rise to the assignment to such permitted Affiliate assignee, such as is the case of a merger, in which event only the permitted Affiliate assignee shall be obligated to execute such renewal exercise notice and amendment hereunder). Notwithstanding anything herein to the contrary, Landlord shall have the right, at its election, to waive any of the conditions shall remain precedent to Tenant's valid exercise of its renewal rights under this Section 15, as provided such conditions are described above in this Lease Section 15(b), whereupon Tenant's prior exercise of such renewal rights shall be valid and in full force and effect in all respects. Any such waiver by Landlord must be in writing to be effective for purposes of the preceding sentence. (c) Rent per square foot of Rentable Area of the Premises payable during the Second Renewal Period with respect to all space included in the Premises as of the Second Renewal Period Commencement Date, as well as corresponding concessions, shall be equal to the Market Rental Rate (as hereinafter defined). Landlord shall give Tenant written notice of Landlord’s good faith determination of the Market Rental Rate (including concessions) (“Landlord’s Determination”) within thirty (30) days following Tenant's request therefor, provided that Tenant’s written request shall be given no earlier than eighteen (18) months prior to the Second Renewal Period Commencement Date; provided, however, that if Tenant has not requested same prior to the date that is thirteen (13) months prior to the Second Renewal Period Commencement Date, and if Tenant has then exercised its option under this Section 15, Landlord shall provide Tenant with Landlord’s Determination no later than the date that is twelve (12) months prior to the Second Renewal Period Commencement Date. (d) If Tenant has validly exercised said renewal option, then within thirty (30) days after the request of either party and final determination of the Market Rental Rate, Landlord and Tenant shall occupy enter into a written amendment to the Premises throughout Lease confirming the terms, conditions and provisions applicable to the Second Renewal Option Period as determined in its thenaccordance herewith, as-is condition with such revisions to the rental provisions of the Lease as may be necessary to conform such provisions to the Market Rental Rate. (subject e) Tenant shall have no right to Landlord’s express obligations under renew or extend the Lease). The term of the Lease beyond the Second Renewal Option is personal to Tenant and shall not be assignable or transferable to any other party whatsoeverPeriod hereunder.

Second Renewal Option. (a) Provided that (i) Tenant is not in default beyond any applicable grace or cure period as shall have exercised the First Renewal Option and such exercise was of a Five Year Renewal Option, and (ii) on the date of exercise of Tenant exercises the Second Renewal Option (as hereinafter defined) nor and at the date of the commencement of the Second Renewal Option; Term (A) this Lease shall not have been terminated, (B) no Event of Default shall exist (which condition Landlord may waive in its sole and absolute discretion), and (iiC) Tenant has not sublet any part Tenant, its Affiliates and Permitted Occupants shall be physically occupying at least seventy-five percent (75%) of the Premises or assigned any part Rentable Square Foot area of the Lease entire First Renewal Premises (except for assignments or subleases permitted under the Lease without Landlord’s consentwhich condition Landlord may waive in its sole and absolute discretion), Tenant shall have the right to renew option (the term of the Lease for one period of five (5) years (“Second Renewal Option”); the First Renewal Option and Second Renewal Option, commencing September 1, 2028 each a “Renewal Option”) to extend the Term of this Lease for an additional five (5) year period (the “Second Renewal Commencement DateTerm”; the First Renewal Term and the Second Renewal Term, each a “Renewal Term”), to commence on the fifth (5th) anniversary of the commencement date of the First Renewal Term and expiring August 31, 2033. During end on the term day immediately preceding the fifth (5th) anniversary of the commencement date of the Second Renewal Option, Base Rent Term. (b) The Second Renewal Option shall be at exercised with respect to (i) the following rates: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] entire Premises as the same is constituted as of the date of the Second Renewal Notice or (ii) a Renewal Portion (the space as to which Tenant shall exercise exercises the Second Renewal Option by furnishing Landlord written notice of Tenant’s exercise of is called the “Second Renewal Premises”; the First Renewal Premises and the Second Renewal Option (Premises are each a “Second Renewal NoticePremises”) by 5:00 p.m., Troy, Michigan time, on February 29, 2028. Landlord shall, within five (5) days of receipt of Tenant’s Second Renewal Notice, deliver a Lease amendment solely documenting the new terms for the Second Renewal Option as set forth above. Tenant shall promptly execute the amendment, thus confirming the exercise of the Second Renewal Option. All of the other terms and conditions shall remain as provided in this Lease and Tenant shall occupy the Premises throughout the Second Renewal Option in its then, as-is condition (subject to Landlord’s express obligations under the Lease). The Second Renewal Option shall be exercisable by Tenant giving notice to Landlord (the “Second Renewal Notice”; the First Renewal Notice and the Second Renewal Notice are each a “Renewal Notice”), which notice shall (A) indicate whether Tenant is personal exercising the Second Renewal Option as to the entire Premises or a Renewal Portion, and, in the latter case, shall describe and delineate the Renewal Portion and (B) be given by Tenant on or before the date that is eighteen (18) months prior to the expiration date of the First Renewal Term. Time is of the essence with respect to the giving of the Second Renewal Notice. If Tenant timely delivers the Second Renewal Notice but fails to indicate whether Tenant is exercising the Second Renewal Option with respect to the entire Premises or a Renewal Portion, then Tenant shall conclusively be deemed to have exercised the Second Renewal Option as to the entire Premises. In addition, if Tenant timely delivers a Second Renewal Notice which delineates a portion of the Premises which is not a valid Renewal Portion in compliance with the terms and conditions of Section 33.01(c) above, then Tenant shall not conclusively be assignable or transferable deemed to any other party whatsoeverhave exercised the Second Renewal Option as to the entire Premises.

Second Renewal Option. Provided (i) Tenant is not in default beyond any applicable grace or cure period as of Subject to the date of exercise of the Second Renewal Option (as provisions hereinafter defined) nor at the date of the commencement of the Second Renewal Option; and (ii) set forth, if Tenant has not sublet any part of the Premises or assigned any part of the Lease (except for assignments or subleases permitted validly exercised its first renewal option under the Lease without Landlord’s consent)Paragraph 9 above, then Landlord hereby grants to Tenant shall have the right an additional option to renew extend the term of the Lease for all or a “Second Renewal Designated Portion” (as hereinafter defined) of the Premises on the same terms, conditions and provisions as contained in the Lease, except as otherwise provided herein, for one additional period of five (5) years (the “Second Renewal OptionPeriod”)) after the expiration of the First Renewal Period, commencing September which Second Renewal Period shall commence on October 1, 2028 2019 (the “Second Renewal Period Commencement Date”) and expiring August 31end on the day before the fifth (5th) anniversary of the Second Renewal Period Commencement Date. (a) Said option shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said option given not later than the date which is nine (9) months prior to the Second Renewal Period Commencement Date, 2033time being of the essence. During If Tenant's option is not so exercised, said option shall thereupon expire. Tenant shall have the right, as past of its exercise notice, to designate only a portion of the Premises (the “Second Renewal Designated Portion”) for which the Term shall be extended, provided that such Second Renewal Designated Portion (i) shall be no less than fifty percent (50%) of the Rentable Area of the initial Premises hereunder (i.e., meaning the Existing Premises and the Additional Premises, as described herein), and (ii) must include in any event, all space included as part of the then Premises on any given floor at the Building (e.g., if Tenant desires the fifth floor of the Premises to be included as part of the Second Renewal Designated Portion, then the Second Renewal Designated Portion must include the entire fifth floor space then included as part of the Premises, and may not include only a portion of such space). If Tenant properly exercises its renewal option designating a Second Renewal Designated Portion meeting the criteria as described above, then the Term of the Lease shall expire as to the balance of the Premises on the then stated expiration date, without regard to any such extension or renewal hereunder. If Tenant does not properly designate a Second Renewal Designated Portion meeting the above stated criteria as part of its exercise notice, then Tenant shall be deemed, as part of any renewal exercise notice hereunder, to have exercised its renewal option as to the entire then Premises. (b) Unless Landlord otherwise agrees (at its sole discretion), Tenant may only exercise said option, and an exercise thereof shall only be effective, if at the time of Tenant's exercise of said option and on the Second Renewal Period Commencement Date, the Lease is in full force and effect and Tenant is not (i) in monetary default under the Lease or (ii) in non-monetary default under the Lease, and in either event, such default is not cured by Tenant in the time and manner set forth in the Lease after written notice from Landlord, and (inasmuch as said option is intended only for the benefit of the original Tenant named in this Amendment) not less than fifty percent (50%) of the Rentable Area of the then Premises are occupied by the original Tenant named in this Amendment and/or one or more permitted Affiliates under Article Ten of the Lease, and said Tenant has not assigned the Lease (other than to a permitted Affiliate) or sublet greater than fifty percent (50%) of the Rentable Area of the then Premises (other than to one or more permitted Affiliates). Without limitation of the foregoing, no sublessee or assignee (other than a permitted Affiliate assignee) shall be entitled to exercise said option, and, unless Landlord otherwise agrees (at its sole discretion), no exercise of said option by the original Tenant named in this Amendment or by a permitted Affiliate assignee shall be effective in the event said Tenant assigns the Lease (other than a permitted Affiliate assignee), or subleases greater than fifty percent (50%) of the Rentable Area of the then Premises (other than to one or more permitted Affiliates) prior to the Second Renewal Period Commencement Date. In the event of an assignment to a permitted Affiliate assignee under Article Ten of the Lease as of the time of Tenant's exercise of said option under this Paragraph 10 or as of the Second Renewal Period Commencement date, then, at Landlord's election, any exercise of said option under this Paragraph 10 must be signed by both the original named Tenant and each such permitted Affiliate assignee in order to be effective (unless, however, the original named Tenant no longer exists as a separate and distinct entity as a direct result of the transaction giving rise to the assignment to such permitted Affiliate assignee, such as is the case of a merger, in which event only the permitted Affiliate assignee shall be obligated to execute such renewal exercise notice hereunder). Notwithstanding anything herein to the contrary, Landlord shall have the right, at its election, to waive any of the conditions precedent to Tenant's valid exercise of its renewal rights under this Paragraph 10, as such conditions are described above in this Paragraph 10(b), whereupon Tenant's prior exercise of such renewal rights shall be valid and in full force and effect in all respects. Any such waiver by Landlord must be in writing to be effective for purposes of the preceding sentence. (c) Rent per square foot of Rentable Area of the Premises payable during the Second Renewal Period with respect to all space included in the Premises as of the Second Renewal Period Commencement Date, as well as corresponding concessions, shall be equal to the Market Rental Rate (as hereinafter defined). Landlord shall give Tenant written notice of the Market Rental Rate (including concessions) within thirty (30) days following Tenant's request therefor, provided that Tenant's written request shall be given no earlier than twelve (12) months prior to the Second Renewal Period Commencement Date. (d) If Tenant has validly exercised said renewal option, then within thirty (30) days after the request of either party and final determination of the Market Rental Rate, Landlord and Tenant shall enter into a written amendment to the Lease confirming the terms, conditions and provisions applicable to the Second Renewal Period as determined in accordance herewith, with such revisions to the rental provisions of the Lease as may be necessary to conform such provisions to the Market Rental Rate. (e) Tenant shall have no right to renew or extend the term of the Second Renewal Option, Base Rent shall be at the following rates: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Tenant shall exercise Lease beyond the Second Renewal Option by furnishing Landlord written notice of Tenant’s exercise of the Second Renewal Option (“Second Renewal Notice”) by 5:00 p.m., Troy, Michigan time, on February 29, 2028. Landlord shall, within five (5) days of receipt of Tenant’s Second Renewal Notice, deliver a Lease amendment solely documenting the new terms for the Second Renewal Option as set forth above. Tenant shall promptly execute the amendment, thus confirming the exercise of the Second Renewal Option. All of the other terms and conditions shall remain as provided in this Lease and Tenant shall occupy the Premises throughout the Second Renewal Option in its then, as-is condition (subject to Landlord’s express obligations under the Lease). The Second Renewal Option is personal to Tenant and shall not be assignable or transferable to any other party whatsoeverPeriod hereunder.

Second Renewal Option. Provided (ia) As long as an event of default by Tenant has not occurred and is not in default beyond any applicable grace or cure period as of continuing, Landlord shall grant and does hereby grant Tenant the date of exercise of option to renew (the Second Renewal Option (as hereinafter defined) nor at the date of the commencement of the "Second Renewal Option; and (ii") Tenant has not sublet any part of the Premises or assigned any part of the Lease (except for assignments or subleases permitted under the Lease without Landlord’s consent), Tenant shall have the right to renew the term of the this Lease for one a period of five sixty (560) years additional months (“the "Second Renewal Option”Term"), commencing September 1, 2028 (“Second Renewal Commencement Date”) and expiring August 31, 2033. During the term of the Second Renewal Option, Base Rent shall be at the following rates: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Tenant shall exercise the Second Renewal Option by furnishing Landlord delivering written notice of Tenant’s such election to Landlord at least twelve (12) months prior to the expiration of the First Renewal Term of this Lease. The renewal of this Lease shall be upon the same terms and conditions of this Lease, except (i) the Base Rental Rate during the Second Renewal Term shall be calculated based on the prevailing Market Base Rental Rate (as hereinafter defined) at the time the Second Renewal Term commences, (ii) with the exception of the potential assignees or sublessees described in Paragraph 5(b) of this Exhibit "G", Tenant shall have no option to renew this Lease beyond the expiration of the Second Renewal Term, and (iii) Tenant shall not have the right to assign its renewal rights to any sublessee of the Demised Premises or any portion thereof or to any assignee of the Lease, nor may any such sublessee or assignee exercise to enjoy the benefit of such renewal rights, and (iv) the leasehold improvements will be provided in their then-existing condition at the time the Second Renewal Term commences, and there shall not be any rent abatement period and Tenant shall not be entitled to cash payment, concessions or allowance of any nature or amount whatsoever. Notwithstanding the foregoing, Tenant shall have no right to exercise such option to renew, and Landlord shall have no obligation to renew this Lease, unless (A) this Lease shall be in full force and effect upon the date of the exercise of the Second Renewal Option and upon the date of the expiration of the First Renewal Term, and (“Second Renewal Notice”B) by 5:00 p.m., Troy, Michigan time, on February 29, 2028. Landlord shall, within five (5) days the date of receipt of Tenant’s Second Renewal Notice, deliver a Lease amendment solely documenting the new terms for the Second Renewal Option as set forth above. Tenant shall promptly execute the amendment, thus confirming the exercise of the Second Renewal Option. All Option and on the date of the other terms expiration of the First Renewal Term there shall exist no event of default on the part of Tenant under this Lease for which Landlord has given notice and which remains uncured by Tenant after the expiration of any applicable period of grace or cure. If Tenant shall fail to exercise the Second Renewal Option within the time permitted or conditions (A) and (B) set forth above are not entirely satisfied, the Second Renewal Option shall automatically terminate, this Lease shall expire at the expiration of the First Renewal Term and Tenant shall have no further right thereafter to renew this Lease or to acquire any interest whatsoever in the Demised Premises. If Tenant shall remain in possession of the Demised Premises after the expiration of the First Renewal Term without there having been executed between Landlord and Tenant an amendment to this Lease as contemplated by the terms of this Section, then Tenant shall be a Tenant holding over as provided in this Lease and Tenant Lease. (b) Whenever used in this Second Renewal Option, the term "Market Base Rental Rate" shall occupy mean the then fair market rental of the Demised Premises throughout as of the date of commencement of the Second Renewal Option Term, determined in its thenaccordance with the provisions set forth below. The fair market rental of the Demised Premises shall mean the rental that would be agreed to by a landlord and renewing tenant, as-each of whom is condition willing, but neither of whom is compelled, to enter into the lease transaction. The fair market rental shall be determined on the basis of the assumptions that (subject 1) the Base Year shall be updated to Landlord’s express obligations the first year under the Lease)Second Renewal Term or if the commencement of the Second Renewal Term falls in the 4th quarter of a year then the Base Year shall be updated to the next full calendar year under the Second Renewal Term, and (2) the fair market rental shall begin on the commencement date of the Second Renewal Term. The Second Renewal Option is personal fair market rental to be determined shall take into account any existing tenant improvements and any special uses or rights afforded to the Tenant under this Lease in connection with the Demised Premises the following factors: (i) rental for renewing tenants for comparable premises in comparable Class "A" office buildings in comparable submarkets of Atlanta, Georgia (taking into consideration, but not limited to, use, location and/or floor level within the applicable building, definition of rental area, quality, age and shall not be assignable location of the applicable office buildings); (ii) the rentable area of the premises being leased; (iii) the length of the pertinent rental term; (iv) any tenant improvement allowance, rent credit, moving allowance, space planning allowance or transferable other similar inducements given to any other party whatsoever.renewing tenants; (v) the quality and credit worthiness of the tenant; (vi) the expense pass-through provisions provided to such renewing tenants; and (vii) commissions payable to brokers

Second Renewal Option. Provided (i) As long as Tenant is not in default beyond any applicable grace or cure period as in the performance of its covenants under this Lease, Landlord shall grant Tenant the date of exercise of option to renew (the Second Renewal Option (as hereinafter defined) nor at the date of the commencement of the "Second Renewal Option; and (ii") Tenant has not sublet any part of the Premises or assigned any part of the Lease (except for assignments or subleases permitted under the Lease without Landlord’s consent), Tenant shall have the right to renew the term of the this Lease for one a period of five sixty (560) years additional months (“the "Second Renewal Option”Term"), commencing September 1, 2028 (“Second Renewal Commencement Date”) and expiring August 31, 2033. During the term of the Second Renewal Option, Base Rent shall be at the following rates: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Tenant shall exercise the Second Renewal Option by furnishing Landlord delivering written notice of Tenant’s such election to Landlord at least twelve (12) months prior to the expiration of the initial term of this Lease. The renewal of this Lease shall be upon the same terms and conditions of this Lease, except (i) the Base Rental Rate during the Second Renewal Term shall be calculated based on the prevailing Market Base Rental Rate at the time the Second Renewal Term commences, (ii) Tenant shall have no option to renew this Lease beyond the expiration of the Second Renewal Term and (iii) Tenant shall not have the right to assign its renewal rights to any sublessee of the Premises or any portion thereof or to any assignee of the Lease, nor may any such sublessee or assignee exercise or enjoy the benefit of such renewal rights, except for those parties referenced in paragraph 11(d) of the Lease. Notwithstanding the foregoing, Tenant shall have no right to exercise such option to renew, and Landlord shall have no obligation to renew this Lease, unless (A) this Lease shall be in full force and effect upon the date of the exercise of the Second Renewal Option and upon the date of the expiration of the original term, and (“Second Renewal Notice”B) by 5:00 p.m., Troy, Michigan time, on February 29, 2028. Landlord shall, within five (5) days the date of receipt of Tenant’s Second Renewal Notice, deliver a Lease amendment solely documenting the new terms for the Second Renewal Option as set forth above. Tenant shall promptly execute the amendment, thus confirming the exercise of the Second Renewal Option. All Option and on the date of the other terms expiration of the original term there shall exist no current default on the part of Tenant under this Lease. If Tenant shall fail to exercise the Second Renewal Option within the time permitted or conditions (A) and conditions (B) set forth above are not entirely satisfied, the Second Renewal Option shall automatically terminate, this Lease shall expire at the expiration of the First Renewal Term and Tenant shall have no further right thereafter to renew this Lease or to acquire any interest whatsoever in the Premises. If Tenant shall remain in possession of the Premises after the expiration of the First Renewal Term without there having been executed between Landlord and Tenant an amendment to this Lease as contemplated by the terms of this Section, then Tenant shall be a Tenant holding over as provided in this Lease and Tenant shall occupy the Premises throughout the Second Renewal Option in its then, as-is condition (subject to Landlord’s express obligations under the Lease). The Second Renewal Option is personal to Tenant and shall not be assignable or transferable to any other party whatsoever.

Second Renewal Option. Provided (a) Subject to the provisions of Section 33.03(b), provided that (i) Tenant shall have exercised the First Renewal Option and such exercise was of a Five Year Renewal Option, and (ii) on the date Tenant exercises the Second Renewal Option (A) this Lease is not in default beyond any applicable grace or cure full force and effect, (B) no Event of Default shall have occurred and be continuing and (C) Tenant and Tenant’s Affiliates shall Occupy at least 3 full Floors, Tenant shall have the option (the “Second Renewal Option”; the First Renewal Option and the Second Renewal Option are each a “Renewal Option” and collectively, the “Renewal Options”) to extend the term of this Lease for an additional 5 year period (the “Second Renewal Term”; the First Renewal Term and the Second Renewal Term are each a “Renewal Term”), to commence on the 5th anniversary of the commencement date of the First Renewal Term and end on the day immediately preceding the 5th anniversary of the commencement date of the Second Renewal Term. (b) The Second Renewal Option shall be exercised with respect to (i) the entire Premises as the same is constituted as of the date of exercise the Second Renewal Notice (it being understood that, for purposes of the Second Renewal Option (as hereinafter defined) nor including the determination of what constitutes a Renewal Portion for the Second Renewal Option), the term “Premises” shall also include any Accepted Offer Space not yet delivered to Tenant at the date time of the commencement giving of the Second Renewal Option; and Notice), or (ii) a Renewal Portion (the space as to which Tenant has not sublet any part of the Premises or assigned any part of the Lease (except for assignments or subleases permitted under the Lease without Landlord’s consent), Tenant shall have the right to renew the term of the Lease for one period of five (5) years (“Second Renewal Option”), commencing September 1, 2028 (“Second Renewal Commencement Date”) and expiring August 31, 2033. During the term of the Second Renewal Option, Base Rent shall be at the following rates: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Tenant shall exercise exercises the Second Renewal Option by furnishing Landlord written notice of Tenant’s exercise of is called the Second Renewal Option (“Second Renewal NoticePremises”) by 5:00 p.m., Troy, Michigan time, on February 29, 2028. Landlord shall, within five (5) days of receipt of Tenant’s ; the First Renewal Premises and Second Renewal Notice, deliver Premises are each a Lease amendment solely documenting the new terms for the Second “Renewal Option as set forth above. Tenant shall promptly execute the amendment, thus confirming the exercise of the Second Renewal Option. All of the other terms and conditions shall remain as provided in this Lease and Tenant shall occupy the Premises throughout the Second Renewal Option in its then, as-is condition (subject to Landlord’s express obligations under the LeasePremises). The Second Renewal Option shall be exercisable by Tenant giving notice to Landlord (the “Second Renewal Notice”; the First Renewal Notice and the Second Renewal Notice are each a “Renewal Notice”), which notice shall (A) be given by Tenant on or before the date that is personal 24 months prior to the expiration date of the First Renewal Term (the “Second Renewal Outside Date”) and (B) indicate whether Tenant is exercising the Second Renewal Option as to the entire Premises or a Renewal Portion, and, in the latter case, shall describe and delineate the Renewal Portion. Time is of the essence with respect to the giving of the Second Renewal Notice. If Tenant timely delivers a Second Renewal Notice which delineates a portion of the Premises which is not a Renewal Portion, then Landlord shall give notice thereof to Tenant (including reasonably sufficient detail regarding the reasons such portion of the Premises does not constitute a Renewal Portion) and if Tenant fails to correct such Second Renewal Notice (by giving a revised Second Renewal Notice which delineates a Renewal Portion or the entire then Premises) within 10 Business Days after the Second Renewal Outside Date, then Tenant shall not be assignable deemed to have waived the Second Renewal Option. If Tenant timely delivers the Second Renewal Notice but fails to indicate whether Tenant is exercising the Second Renewal Option with respect to the entire Premises or transferable a Renewal Portion, then Tenant shall conclusively be deemed to any other party whatsoeverhave exercised the Second Renewal Option as to the entire Premises.

Second Renewal Option. Provided (i) If Tenant is not in default beyond any applicable grace or cure period as of the date of exercise of the Second Renewal Option (as hereinafter defined) nor at the date of the commencement of the Second properly exercised its First Renewal Option; and (ii) Tenant has not sublet any part of the Premises or assigned any part of the Lease (except for assignments or subleases permitted under the Lease without Landlord’s consent), Tenant shall have the right to renew extend the term of Extended Term (the Lease “Second Renewal Option”) for one additional period of five (5) years commencing on the day following the Extended Termination Date and ending on the 5th anniversary of the Extended Termination Date (the “Second Renewal OptionExtended Term”), commencing September 1, 2028 (“Second Renewal Commencement Date”) and expiring August 31, 2033. During the term if all of the Second Renewal Option, Base Rent shall be at the following ratesconditions are met: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Tenant shall exercise the Second Renewal Option by furnishing (a) Landlord written receives notice of Tenant’s exercise of the Second Renewal Option (“Second Renewal Notice”) not less than 12 full calendar months prior to the expiration of the First Extended Term and not more than 18 full calendar months prior to the expiration of the First Extended Term; (b) the Lease is in full force and effect at the time that Tenant delivers its Second Renewal Notice; (c) Tenant is not in default under the Lease beyond any applicable cure periods at the time that Tenant delivers its Second Renewal Notice; and (d) Tenant has not assigned the Lease or subleased more than fifty percent (50%) of the Premises under any then-existing sublease (other than pursuant to a Permitted Transfer, as defined in Section 11.04 of the Lease). Tenant may exercise the Second Renewal Option for less than the entire Premises then leased by 5:00 p.m.Tenant (but not less than 50% of the Revised Premises as defined in this Amendment, Troyso long as the space that Tenant returns to Landlord is commercially marketable, Michigan timeas reasonably determined by Landlord in consultation with its broker. If the Second Renewal Notice is for less than the entire Premises then leased by Tenant, on February 29Tenant shall include in its Second Renewal Notice a description of the approximate size and location of the space Tenant proposes to return to Landlord. If Tenant exercises the Second Renewal Option, 2028the rental rate for the Premises during that extension period will be ninety-five percent (95%) of the Fair Market Rate during the Second Extended Term, determined in accordance with Exhibit “C” attached to this Amendment. If Tenant is entitled to and properly exercises its Second Renewal Option, Landlord shallshall prepare an amendment (the “Second Renewal Amendment”) to reflect changes in the Base Rent, Term, Termination Date and other appropriate terms. The Second Renewal Amendment shall be sent to Tenant within five (5) days of a reasonable time after Landlord’s receipt of Tenant’s the Second Renewal Notice, deliver a Lease amendment solely documenting the new terms for and Tenant shall execute and return the Second Renewal Option as set forth aboveAmendment to Landlord within 15 days after Tenant’s receipt of same. Tenant shall promptly execute the amendment, thus confirming the exercise This Section 13 supersedes and replaces Section 3 of the Second Renewal Option. All of the other terms and conditions shall remain as provided in this Lease and Tenant shall occupy the Premises throughout the Second Renewal Option in its then, as-is condition (subject Exhibit “F” attached to Landlord’s express obligations under the Lease). The Second Renewal Option is personal to Tenant and shall not be assignable or transferable to any other party whatsoever.