Common use of Third Option to Extend Clause in Contracts

Third Option to Extend. Borrower shall have the option to extend the B-Note Second Extended Maturity Date to a date which is twelve (12) months after the B-Note Second Extended Maturity Date (the "B-Note Third Extended Maturity Date"), upon satisfaction of each of the following conditions precedent: (i) Borrower shall provide Lender with written notice of Borrower’s request to exercise the third option to extend the B-Note not more than ninety (90) days but not less than thirty (30) days prior to the B-Note Second Extended Maturity Date; (ii) As of the date of Borrower’s delivery of notice of request to exercise the third option to extend the B-Note, and as of the B-Note Second Extended Maturity Date, no Default shall have occurred and be continuing, and Borrower shall so certify in writing; (iii) As of the date of Borrower’s delivery of notice of request to exercise the third option to extend the B-Note, and as of the B-Note Second Extended Maturity Date, the Properties (so long as they have not been sold as permitted by the Loan Documents) shall be one hundred (100%) percent leased pursuant to the Existing Tenant Leases, as hereinafter defined, or pursuant to leases entered into after the Effective Date on market terms with Lender’s prior approval in accordance herewith; and (iv) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the third option to extend the B-Note and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements as may be reasonably required by Lender.

Third Option to Extend. Borrower shall have the option to extend the B-Note term of the Loan from the Second Extended Maturity Date to a date which is twelve (12) months after the B-Note Second Extended Maturity Date (the "B-Note Third Extended Maturity Date"), upon satisfaction of each of the following conditions precedent: (ia) Borrower shall provide Lender with written notice of Borrower’s request to exercise the third option Third Option to extend the B-Note Extend not more than ninety (90) days but not less than thirty (30) days prior to the B-Note Second Extended Maturity Date;; and (iib) As of the date of Borrower’s delivery of notice of request to exercise the third option Third Option to extend the B-NoteExtend, and as of the B-Note Second Extended Maturity Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; (iii) As of the date of Borrower’s delivery of notice of request to exercise the third option to extend the B-Note, and as of the B-Note Second Extended Maturity Date, the Properties (so long as they have not been sold as permitted by the Loan Documents) shall be one hundred (100%) percent leased pursuant to the Existing Tenant Leases, as hereinafter defined, or pursuant to leases entered into after the Effective Date on market terms with Lender’s prior approval in accordance herewith; and (ivc) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the third option Third Option to extend the B-Note Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements as may be reasonably required by Lender; and (d) Guarantor shall have confirmed that it remains in compliance with the financial covenants in the Guaranty; and (e) On the Second Extended Maturity Date, Borrower shall pay to Lender an extension fee in the amount of three eighths of one percent (.375%) of the total commitment amount of the Loan, as determined on the Second Extended Maturity Date; and (f) At Lender’s option, Lender shall have received a written appraisal dated within 90 days of the Second Extended Maturity Date and prepared in conformance with the requirements of the Comptroller of the Currency confirming to the satisfaction of Lender that the commitment amount of the Loan as a percentage of the as-is bulk value the portion of the Property then remaining encumbered by the Deed of Trust (after adjustment for senior liens and regular and special tax assessments) as of the Second Extended Maturity Date does not exceed the Loan-to-Value Percentage; provided, however, if such as-is bulk value is not adequate to meet the required Loan-to-Value Percentage, then Borrower shall pay down the outstanding principal balance of the Loan such that said Loan-to-Value Percentage may be met. Any amounts repaid may not be reborrowed; and (g) Borrower shall repay $2,500,000 of the outstanding principal amount of the Loan; provided, that (i) any amount repaid in accordance with clause (f) above and/or (ii) any Release Price paid pursuant to Section 2.9 between the First Extended Maturity Date and the Second Extended Maturity Date, shall be credited against such $2,500,000 payment. By way of example, if Borrower repays $1,000,000 in accordance with clause (f) above and pays $1,000,000 in Release Prices pursuant to Section 2.9 between the Original Maturity Date and the First Extended Maturity Date, then Borrower shall be required to repay an additional $500,000 in accordance with this clause (g). Notwithstanding the foregoing, if the outstanding principal amount of the Loan is less than $9,500,000 as of the Original Maturity Date, then Borrower shall not be required to make any payments in accordance with this clause (g). Any amounts repaid may not be reborrowed. Except as modified by the Third Option to Extend, the terms and condition of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect.”

Third Option to Extend. Borrower 47.1. Subject to the provisions of Section 48.08 hereof, Tenant shall have the option right to extend the B-Note Second Extended Maturity Date term of this Lease for an additional term of three (3) years commencing on March 1, 2007 (hereinafter referred to a date which is twelve (12) months after the B-Note Second Extended Maturity Date (as the "B-Note Third Extended Maturity Date"), upon satisfaction of each Commencement Date of the following conditions precedentThird Extension Term") and ending on February 28, 2010 (such additional term is hereinafter called the "Third Extension Term") provided that: (i) Borrower Tenant shall provide Lender with written give Landlord notice (hereinafter called the "Third Extension Notice") of Borrower’s request to exercise the third option its election to extend the B-Note term of this Lease on or before February 28, 2006. Time shall be of the essence with respect to the giving of the Third Extension Notice; and (ii) Tenant is not more than ninety in default under the Lease as of the time of the giving of the Third Extension Notice and as of the Commencement Date of the Third Extension Term. 47.2. The fixed annual rent payable by Tenant to Landlord during the Third Extension Term shall be the higher of: (90i) days but not less than the fair market rent for the demised premises (including any First Offering Space included therein) after adjustment for the additional rent then payable under Articles 3 and 4 hereof (so that the aggregate of (x) the fixed annual rent, as determined under this clause (i), (w and (y) such additional rent shall be equal to the fair market rent for the demised premises), determined as of the date occurring six (6) months prior to the Commencement Date of the Third Extension Term (such date is hereinafter called the "Third Determination Date") and which determination shall be made within thirty (30) days prior after the occurrence of the Third Determination Date pursuant to the B-Note Second Extended Maturity Date;provisions of Section 48.04 hereof, or (ii) As the fixed annual rent payable by Tenant to Landlord for the last month of the date Second Extension Term of Borrower’s delivery of notice of request to exercise the third option to extend the B-Note, and as of the B-Note Second Extended Maturity Date, no Default shall have occurred and be continuing, and Borrower shall so certify in writing; (iii) As of the date of Borrower’s delivery of notice of request to exercise the third option to extend the B-Note, and as of the B-Note Second Extended Maturity Date, the Properties (so long as they have not been sold as permitted by the Loan Documents) shall be one hundred (100%) percent leased pursuant this Lease on an annualized basis with respect to the Existing Tenant Leasesdemised premises (without giving effect to any abatements, as hereinafter defined, setoffs or pursuant to leases entered into after the Effective Date on market terms with Lender’s prior approval concessions then in accordance herewith; and (iv) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the third option to extend the B-Note and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements as may be reasonably required by Lendereffect).

Third Option to Extend. Borrower On the condition that Tenant is not in default of its covenants and obligations under this Lease both at the time of option exercise and as of the commencement of the hereinafter described additional term, Tenant shall have the option (“Tenant’s Third Extension Option”) to extend the B-Note Term for an additional term of seven (7) years (herein referred to as the “Third Additional Term”), said Third Additional Term to commence immediately after the expiration of the Second Extended Maturity Date Additional Term. If Tenant desires to a date which is extend the Term as aforesaid, it shall give notice thereof (the “Third Extension Notice”) to Landlord no later than one hundred twenty (120) days prior to the end of the Second Additional Term. If Tenant fails timely to give such notice, then Tenant shall have no right to extend the Term (time being of the essence with respect to exercise of Tenant’s Third Extension Option). Upon the timely giving of such notice, the Term shall be deemed extended upon all of the same terms and conditions of this Lease, except that the Annual Base Rent and annual escalations during said Third Additional Term shall be at the rate of 100% of the then current fair market annual rent for seven (7) year leases of comparable premises in comparable buildings in the general vicinity of the Building (with respect to age, quality and location) (but in no event less than the Annual Base Rent in effect during the last twelve (12) months after of the B-Note Second Extended Maturity Date Additional Term), as determined in accordance with the following paragraph (the "B-Note “Third Extended Maturity Date"Additional Term Annual Base Rent”), upon satisfaction . The Third Additional Term Annual Base Rent shall be payable in equal monthly installments in advance on or before the first day of each calendar month during the Third Additional Term. Notwithstanding the fact that Tenant’s exercise of the following conditions precedent: (i) Borrower shall provide Lender with written notice of Borrower’s request to exercise the third herein option to extend the BTerm shall be self-Note executing, as aforesaid, upon the request of Landlord, Tenant shall promptly execute a lease amendment reflecting said Third Additional Term and the Third Additional Term Annual Base Rent and annual escalations thereof after Tenant exercises the herein option. Upon Tenant’s exercise of Tenant’s Third Extension Option, the word “Term” wherever it appears in this Lease shall include the Third Additional Term and the phrase “Expiration Date” shall be changed to the last day of the Third Additional Term. Landlord shall notify Tenant of its good faith determination of the Third Additional Term Annual Base Rent and annual escalations within thirty (30) days of receipt of the Third Extension Notice (the “Third Additional Term Rental Notice”). If Tenant does not more accept Landlord’s determination of Third Additional Term Annual Base Rent and annual escalations and if Landlord and Tenant cannot agree on the Third Additional Term Annual Base Rent and annual escalations within thirty (30) days after Tenant’s receipt of the Third Additional Term Rental Notice, then Landlord and Tenant shall, not later than sixty (60) days after Landlord receives Tenant’s Third Extension Notice, each retain a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing commercial real estate in the Salem, New Hampshire area who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Third Additional Term Annual Base Rent and annual escalations. Landlord and Tenant shall simultaneously exchange such reports; provided, however, that if one (1) party has not obtained such a report within ninety (90) days but after Landlord receives Tenant’s Third Extension Notice, then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lesser of the two (2) determinations is within ten (10%) percent of the higher determination, then the average of these determinations shall be deemed to be the Third Additional Term Annual Base Rent and annual escalations. If these determinations differ by more than ten (10%) percent, then Landlord and Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the dispute as to the Third Additional Term Annual Base Rent and annual escalations. If Landlord and Tenant cannot less than agree upon the designation of the Final Professional within thirty (30) days prior of the exchange of the first valuation reports, either party may apply to the B-Note Second Extended Maturity Date; American Arbitration Association, the New Hampshire Board of Realtors, or any successor thereto for the designation of a Final Professional. Within ten (ii10) As days of the date selection of Borrowerthe Final Professional, Landlord and Tenant shall each submit to the Final Professional a copy of their respective real estate professional’s delivery determination of the Third Additional Term Annual Base Rent and annual escalations. The Final Professional shall not perform his or her own valuation but rather shall, within thirty (30) days after such submissions, select the submission which is closest to the determination of the Third Additional Term Annual Base Rent and annual escalations which the Final Professional would have made acting alone. The Final Professional shall give notice of request his or her selection to exercise Landlord and Tenant and such decision shall be final and binding upon Landlord and Tenant. Each party shall pay the third option to extend the B-Notefees and expenses of its real estate professional and counsel, if any, in connection with any proceeding under this paragraph, and as each party shall also pay one-half of the B-Note Second Extended Maturity Date, no Default shall have occurred fees and be continuing, and Borrower shall so certify in writing; (iii) As expenses of the date of Borrower’s delivery of notice of request to exercise the third option to extend the B-Note, and as of the B-Note Second Extended Maturity Date, the Properties (so long as they have not been sold as permitted by the Loan Documents) shall be one hundred (100%) percent leased pursuant to the Existing Tenant Leases, as hereinafter defined, or pursuant to leases entered into after the Effective Date on market terms with Lender’s prior approval in accordance herewith; and (iv) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the third option to extend the B-Note and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements as may be reasonably required by LenderFinal Professional.

Third Option to Extend. Borrower shall have the If and only if Lessee has exercised its option to extend the Bterm of this Lease for the Second Renewal Terms and this Lease is in full force and effect, Lessee shall have the right, subject to the provisions hereinafter provided, to further extend the term of this Lease for one (1) period of five (5) years on the terms and provisions of this Article XXXIII. Such five-Note year renewal period, which is sometimes hereinafter referred to as the "Third Renewal Term", shall commence on the day after the expiration of the Second Extended Maturity Date Renewal Term. The conditions of such Third Renewal Term shall be as follows: (a) That this Lease is in full force and effect and Lessee is not in default in the performance of any of the terms, covenants and conditions herein contained, in respect to a which notice of default has been given hereunder which has not been or is not being remedied in the time limited in this Lease, at the time of exercise of the right of renewal, but Lessor shall have the right at its sole discretion to waive the non-default conditions herein. (b) That such Third Renewal Term shall be on the same terms, covenants and conditions as in this Lease; provided, however, the annual Base Rent for such Third Renewal Term shall be an amount equal to ninety-five percent (95%) of the Fair Market Value for Base Rent rate for such space on the date which such renewal term shall commence in relation to comparable (in quality, location and size) office space located in Scottsdale, Arizona. The determination of such Fair Market Value for Base Rent for the Premises shall be made no later than the date that is twelve (12) months after prior to the B-Note Second Extended Maturity Date (the "B-Note Third Extended Maturity Date"), upon satisfaction of each end of the following conditions precedent:Second Renewal Term. Provided Lessee has properly elected to renew the term of this Lease, and if Lessor and Lessee fail to agree at least eleven (11) months prior to the end of the Second Renewal Term upon the Fair Market Value for Base Rent of the Premises, the Fair Market Value for Base Rent of the Premises shall be determined by appraisal in accordance with the provisions of Article XXXIV hereof. Notwithstanding anything to the contrary contained in this Article, in no event shall the Base Rent of the Premises for the Third Renewal Term be less than the Base Rent (exclusive of temporary abatements) payable by Lessee under the terms of this Lease immediately prior to commencement of such Third Renewal Term. (ic) Borrower That Lessee shall provide Lender with written notice exercise its right to the Third Renewal Term provided herein, if at all, by notifying Lessor in writing of Borrower’s request its election to exercise the third option right to extend renew the B-Note not more term of this Lease no later than ninety twelve (9012) days but not less than months prior to end of the Second Renewal Term. Upon notification with respect to such renewal, and for a period of thirty (30) days prior thereafter, the parties hereto shall make a good faith effort to agree upon the B-Note Second Extended Maturity Date; (ii) As Fair Market Value for Base Rent of the date Premises for such Third Renewal Term. In the event that Lessor and Lessee fail Scottsdale Northsight/JDA Software 04/26/98: 531637.1827-0801 Exhibit C to agree within the thirty (30) day time period set forth in this subparagraph (c), the Fair Market Value for Base Rent of Borrower’s delivery the Premises for such Third Renewal Term shall be determined by appraisal in the manner set forth in Article XXXIV hereof. Any determination by appraisal or any agreement reached by the parties hereto with respect to such Fair Market Value for Base Rent and resulting Base Rent of notice of request to exercise the third option to extend Premises for such Third Renewal Term shall be expressed in writing and shall be executed by the B-Noteparties hereto, and as a copy thereof delivered to each of the B-Note Second Extended Maturity Date, no Default shall have occurred and be continuing, and Borrower shall so certify in writing; (iii) As of the date of Borrower’s delivery of notice of request to exercise the third option to extend the B-Note, and as of the B-Note Second Extended Maturity Date, the Properties (so long as they have not been sold as permitted by the Loan Documents) shall be one hundred (100%) percent leased pursuant to the Existing Tenant Leases, as hereinafter defined, or pursuant to leases entered into after the Effective Date on market terms with Lender’s prior approval in accordance herewith; and (iv) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the third option to extend the B-Note and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements as may be reasonably required by Lenderparties.