Common use of Second Renewal Option Clause in Contracts

Second Renewal Option. A. Provided the term of the Lease was extended for the Renewal Term, Tenant shall have the right to extend the Term (the “Second Renewal Option”) for one additional period of five (5) years commencing on the day following the expiration of the First Renewal Term and ending on the fifth (5th) anniversary of the expiration of the First Renewal Term (the “Second Renewal Term”), if: 1. Landlord receives notice of exercise (“Second Renewal Notice”) not less than twelve (12) full calendar months prior to the expiration of the First Renewal Term and not more than twenty (20) full calendar months prior to the expiration of the First Renewal Term; and 2. Tenant is not in default under the Lease beyond any applicable cure periods at the time that Tenant delivers its Second Renewal Notice or at the time Tenant delivers its Second Binding Notice; and 3. No part of the Premises is sublet at the time that Tenant delivers its Second Renewal Notice or at the time Tenant delivers its Second Binding Notice, unless the Premises are sublet to Tenant’s parent, affiliates or any wholly-owned subsidiary; and 4. The Lease has not been assigned prior to the date that Tenant delivers its Second Renewal Notice or prior to the date Tenant delivers its Second Binding Notice, unless the Lease has been assigned to Tenant’s parent, affiliates or any wholly-owned subsidiary. B. The initial Base Rent rate per rentable square foot for the Premises during the Second Renewal Term shall equal the Prevailing Market (as defined in Section II.F. of this exhibit above) rate per rentable square foot for the Premises. C. Tenant shall pay Additional Rent (i.e. Tenant’s Pro Rata Share of Taxes and Expenses) for the Premises during the Second Renewal Term in accordance with Article IV of the Lease. D. Within thirty (30) days after receipt of Tenant’s Second Renewal Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the Second Renewal Term. Tenant, within thirty (30) days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the Renewal Term, shall either (i) give Landlord final binding written notice (“Second Binding Notice”) of Tenant’s exercise of its option, or (ii) if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “Second Rejection Notice”). If Tenant fails to provide Landlord with either a Second Binding Notice or Second Rejection Notice within such fifteen (15) day period, Tenant’s second Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Second Binding Notice, Landlord and Tenant shall enter into the Second Renewal Amendment upon the terms and conditions set forth herein. If Tenant provides Landlord with a Second Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market rate as defined in Section IIF above, for the Premises during the Second Renewal Term. Upon agreement Tenant shall provide Landlord with the Second Binding Notice and Landlord and Tenant shall enter into the Second Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within thirty (30) days after the date on which Tenant provides Landlord with a Second Rejection Notice, Tenant’s Second Renewal Option shall be null and void and of no force and effect. E. If Tenant is entitled to and properly exercises its Second Renewal Option, Landlord shall prepare an amendment (the “Second Renewal Amendment”) to reflect changes in the Base Rent, Term, Termination Date, Second Renewal Term Termination Date and other appropriate terms. The Second Renewal Amendment shall be sent to Tenant within a reasonable time after receipt of the Second Binding Notice and Tenant shall execute and return the Second Renewal Amendment to Landlord within thirty (30) days after Tenant’s receipt of same, but an otherwise valid exercise of the Second Renewal Option shall, at Landlord’s option, be fully effective whether or not the Second Renewal Amendment is executed.

Second Renewal Option. A. Provided the term of the Lease was extended for the Renewal Term, Tenant shall have the right to extend the Term (the “"Second Renewal Option”") for one an additional period of five (5) 3 years commencing on the day following the expiration Termination Date of the First Renewal Term and ending on the fifth (5th) 3/rd/ anniversary of the expiration Termination Date of the First Renewal Term (the “"Second Renewal Term”"), if: 1. Landlord receives notice of exercise of the Second Renewal Option (“"Initial Second Renewal Notice”") not less than twelve (12) 9 full calendar months prior to the expiration of the First Renewal Term and not more than twenty (20) 12 full calendar months prior to the expiration of the First Renewal Term; and 2. Tenant is not in default under the Lease beyond any applicable cure periods at the time that Tenant delivers its Initial Second Renewal Notice or at the time Tenant delivers its Second Binding Notice (as hereinafter defined); and 3. No part of the Premises is sublet (other than in connection with a Permitted Transfer) at the time that Tenant delivers its Initial Second Renewal Notice or at the time Tenant delivers its Second Binding Notice; and 3. No part of the Premises is sublet at the time that Tenant delivers its Second Renewal Notice or at the time Tenant delivers its Second Binding Notice, unless the Premises are sublet to Tenant’s parent, affiliates or any wholly-owned subsidiary; and 4. The Lease has not been assigned (other than in connection with a Permitted Transfer) prior to the date that Tenant delivers its Initial Second Renewal Notice or prior to the date Tenant delivers its Second Binding Notice, unless ; and 5. Tenant has exercised its First Renewal Option in accordance with the Lease has been assigned to Tenant’s parent, affiliates or any wholly-owned subsidiaryterms and provisions of Section I above. B. The initial Base Rent rate per rentable square foot for the Premises during the Second Renewal Term shall equal the Prevailing Market (as defined in Section II.F. of this exhibit abovehereinafter defined) rate per rentable square foot for the Premises. C. Tenant shall pay Additional Rent (i.e. Tenant’s Pro Rata Share of Taxes Expenses and ExpensesTaxes) for the Premises during the Second Renewal Term in accordance with Article IV of the Lease. D. Within thirty (30) 30 days after receipt of Tenant’s 's Initial Second Renewal Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the Second Renewal Term. Tenant, within thirty (30) 15 days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the Second Renewal Term, shall either (i) give Landlord final binding written notice (“"Second Binding Notice”") of Tenant’s 's exercise of its option, or (ii) if Tenant disagrees with Landlord’s 's determination, provide Landlord with written notice of rejection (the “"Second Rejection Notice”"). If Tenant fails to provide Landlord with either a Second Binding Notice or Second Rejection Notice within such fifteen (15) 15 day period, Tenant’s second 's Second Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Second Binding Notice, Landlord and Tenant shall enter into the Second Renewal Amendment (as hereinafter defined) upon the terms and conditions set forth herein. If Tenant provides Landlord with a Second Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market Base Rent rate as defined in Section IIF above, for the Premises during the Second Renewal Term. Upon agreement Tenant shall provide Landlord with the Second Binding Notice and Landlord and Tenant shall enter into the Second Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market Base Rent rate for the Premises within thirty (30) 30 days after the date on which Tenant provides Landlord with a Second Rejection Notice, Tenant’s 's Second Renewal Option shall be null and void and of no force and effect. E. If Tenant is entitled to and properly exercises its Second Renewal Option, Landlord shall prepare an amendment (the “"Second Renewal Amendment”") to reflect changes in the Base Rent, Term, Termination Date, Second Renewal Term Termination Date and other appropriate terms. The Second Renewal Amendment shall be be: 1. sent to Tenant within a reasonable time after receipt of the Second Binding Notice Notice; and 2. executed by Tenant and Tenant shall execute and return the Second Renewal Amendment returned to Landlord within thirty (30) days 15 Business Days after its submission to Tenant’s receipt of same, but an . An otherwise valid exercise of the Second Renewal Option shall, at Landlord’s 's option, be fully effective whether or not the Second Renewal Amendment is executed. F. For purposes of this Second Renewal Option, "Prevailing Market" shall mean the arms length fair market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space comparable to the Premises in the Building and office buildings comparable to the Building in the downtown financial district of San Francisco, California. The determination of Prevailing Market shall take into account any material economic differences between the terms of this Lease and any comparison lease, such as rent abatements, allowances, construction costs and other concessions and the manner, if any, in which the Landlord under any such lease is reimbursed for operating expenses and taxes. The determination of Prevailing Market shall also take into consideration any reasonably anticipated changes in the Prevailing Market rate from the time such Prevailing Market rate is being determined and the time such Prevailing Market rate will become effective under this Lease.

Second Renewal Option. A. Provided the term of the Lease was extended for the Renewal Term, 3.01 Tenant shall have the right to extend the Term (the “"Second Renewal Option”") for one additional period of five (5) years 6 months commencing on the day following the expiration Termination Date of the First Renewal Term and ending on the fifth (5th) anniversary last day of the expiration 6th month following the Termination Date of the First Renewal Term (the “"Second Renewal Term”"), if: 1. a. Landlord receives notice of exercise of the Second Renewal Option (“"Second Renewal Notice”") not less than twelve (12) 3 full calendar months prior to the expiration of the First Renewal Term and not more than twenty (20) full calendar months prior to the expiration of the First Renewal initial Term; and 2. b. Tenant is not in default Default under the Lease beyond any applicable cure periods at the time that Tenant delivers its Second Renewal Notice or at the time Tenant delivers its Second Binding Notice; and 3. c. No part of the Premises is sublet (other than pursuant to a Business Transfer, as defined in Article 11 of the Lease) at the time that Tenant delivers its Second Renewal Notice or at the time Tenant delivers its Second Binding Notice, unless the Premises are sublet to Tenant’s parent, affiliates or any wholly-owned subsidiary; and 4. d. The Lease has not been assigned (other than pursuant to a Business Transfer, as defined in Article 11 of the Lease) prior to the date that Tenant delivers its Second Renewal Notice or prior to the date Tenant delivers its Second Binding Notice, unless the Lease has been assigned to Tenant’s parent, affiliates or any wholly-owned subsidiary.; and B. 3.02 The initial Base Rent rate per rentable square foot for the Premises during the Second Renewal Term shall equal be as follows: 01 - 06 $36.00 $158,436.00 $13,203.00 Base Rent during the Prevailing Market (as defined Second Renewal Term shall be payable in accordance with the terms and conditions of Section II.F. 4 of this exhibit above) rate per rentable square foot for the PremisesLease. C. 3.03 Tenant shall pay Additional Rent (i.e. Tenant’s Pro Rata Share of Taxes and Expenses) for the Premises during the Second Renewal Term in accordance with Article IV Exhibit B of the Lease, provided, however, during such period, the Base Year for the computation of Tenant's Pro Rata Share of Expenses and Taxes applicable to the Premises is 2007. D. Within thirty (30) days after receipt of Tenant’s Second Renewal Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the Second Renewal Term. Tenant, within thirty (30) days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the Renewal Term, shall either (i) give Landlord final binding written notice (“Second Binding Notice”) of Tenant’s exercise of its option, or (ii) if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “Second Rejection Notice”). If Tenant fails to provide Landlord with either a Second Binding Notice or Second Rejection Notice within such fifteen (15) day period, Tenant’s second Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Second Binding Notice, Landlord and Tenant shall enter into the Second Renewal Amendment upon the terms and conditions set forth herein. If Tenant provides Landlord with a Second Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market rate as defined in Section IIF above, for the Premises during the Second Renewal Term. Upon agreement Tenant shall provide Landlord with the Second Binding Notice and Landlord and Tenant shall enter into the Second Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within thirty (30) days after the date on which Tenant provides Landlord with a Second Rejection Notice, Tenant’s Second Renewal Option shall be null and void and of no force and effect. E. 3.04 If Tenant is entitled to and properly exercises its Second Renewal Option, Landlord shall prepare an amendment (the “"Second Renewal Amendment”") to reflect changes in the Base Rent, Term, Termination Date, Second Renewal Term Termination Date and other appropriate terms. The Second Renewal Amendment shall be sent to Tenant within a reasonable time after receipt of the Second Binding Renewal Notice and executed by Tenant shall execute and return the Second Renewal Amendment returned to Landlord within thirty (30) 15 days after Tenant’s 's receipt of same, but an . An otherwise valid exercise of the Second Renewal Option shall, at Landlord’s option, shall be fully effective whether or not the Second Renewal Amendment is executed.

Second Renewal Option. A. Provided the term of the Lease was extended for the Renewal Term, Tenant shall have the right to extend the First Renewal Term (the “"Second Renewal Option”") for one additional period of five (5) 5 years commencing on the day following the expiration Termination Date of the First Renewal Term and ending on the fifth (5th) 5th anniversary of the expiration Termination Date of the First Renewal Term (the “"Second Renewal Term”"), if: 1. Landlord receives notice of exercise of the Second Renewal Option (“"Initial Second Renewal Notice”") not less than twelve (12) on or before to the last day of the 45th full calendar months prior to the expiration of the First Renewal Term and not more than twenty (20) full calendar months prior to the expiration month of the First Renewal Term; and 2. Tenant is not in default under the Lease beyond any applicable notice and cure periods at the time that Tenant delivers its Initial Second Renewal Notice or at the time Tenant delivers its Second Binding Notice (hereinafter defined); and 3. No more than thirty percent (30%) of the Premises is sublet (except in connection with a Permitted Transfer) at the time that Tenant delivers its Initial Second Renewal Notice or at the time Tenant delivers its Second Binding Notice; and 3. No part of the Premises is sublet at the time that Tenant delivers its Second Renewal Notice or at the time Tenant delivers its Second Binding Notice, unless the Premises are sublet to Tenant’s parent, affiliates or any wholly-owned subsidiary; and 4. The Lease has not been assigned (except in connection with a Permitted Transfer) prior to the date that Tenant delivers its Initial Second Renewal Notice or prior to the date Tenant delivers its Second Binding Notice, unless ; and 5. Tenant has previously extended the Term of the Lease has been assigned to Tenant’s parent, affiliates or any wholly-owned subsidiaryfor the First Renewal Term. B. The initial Base Rent rate per rentable square foot for the Premises during the Second Renewal Term shall equal the Prevailing Market (as defined in Section II.F. of this exhibit above) rate per rentable square foot for the PremisesPremises as defined in Section I.E above, provided that any references to the First Renewal Term in Section I.E. shall be deemed to refer to the Second Renewal Term. C. Tenant shall pay Additional Rent (i.e. Tenant’s Pro Rata Share of Taxes and Expenses) for the Premises during the Second Renewal Term in accordance with Article IV of the Lease. D. Within thirty (30) days after receipt of Tenant’s Second Renewal Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the Second Renewal Term. Tenant, within thirty (30) days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the Renewal Term, shall either (i) give Landlord final binding written notice (“Second Binding Notice”) of Tenant’s exercise of its option, or (ii) if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “Second Rejection Notice”). If Tenant fails to provide Landlord with either a Second Binding Notice or Second Rejection Notice within such fifteen (15) day period, Tenant’s second Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Second Binding Notice, Landlord and Tenant shall enter into the Second Renewal Amendment upon the terms and conditions set forth herein. If Tenant provides Landlord with a Second Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market rate as defined in Section IIF above, for the Premises during the Second Renewal Term. Upon agreement Tenant shall provide Landlord with the Second Binding Notice and Landlord and Tenant shall enter into the Second Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within thirty (30) days after the date on which Tenant provides Landlord with a Second Rejection Notice, Tenant’s Second Renewal Option shall be null and void and of no force and effect. E. If Tenant is entitled to and properly exercises its Second Renewal Option, Landlord shall prepare an amendment (the “Second Renewal Amendment”) to reflect changes in the Base Rent, Term, Termination Date, Second Renewal Term Termination Date and other appropriate terms. The Second Renewal Amendment shall be sent to Tenant within a reasonable time after receipt of the Second Binding Notice and Tenant shall execute and return the Second Renewal Amendment to Landlord within thirty (30) days after Tenant’s receipt of same, but an otherwise valid exercise of the Second Renewal Option shall, at Landlord’s option, be fully effective whether or not the Second Renewal Amendment is executed.i.