Common use of Exercise of Options Clause in Contracts

Exercise of Options. The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence.

Exercise of Options. The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions of this document have been redacted and filed separately with the Commission. accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence.

Exercise of Options. The options contained in this Section 2.2 In order to exercise either the Renewal ------------------- Option or the Sale Option with respect to a Lease Supplement, Lessee shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver give irrevocable written notice (the "Exercise Notice") to Landlord Lessor not more than eighteen (18) months 290 days nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business 270 days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Base Term or Renewal Term (except that, in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the "Landlord Response Date"Renewal Term that would end on April 30, 2002), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as to have elected to renew the Market Rent, related Lease Supplement or (B) rejecting Tenant's Option Rent Calculation Supplements pursuant to Section 4.1 and setting forth Landlord's calculation in the case ----------- of the Market Rent (Renewal Term ending April 30, 2002, to have elected the "Landlord's Purchase Option Rent Calculation")pursuant to Section 4.2. Within ten (10) business days If a Lease Event of its receipt Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Landlord Response NoticeBase Term or a Renewal Term, Tenant Lessee shall deliver written notice be deemed to Landlord have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the "Tenant Election Notice")date of such notice, which shall set forth Tenant election to either (i) accept specified by Lessee and otherwise in accordance with the Market Rent contained in the Landlord's Option [***] Confidential portions provisions of this document have been redacted and filed separately Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the Commission. Rent Calculationterms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, or (ii) reject conforming with the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as requirements therefor set forth in Section 2.2.4. Tenant's failure the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentencesuch Lease Supplement.

Exercise of Options. The options contained in this Section 2.2 Option shall be exercised by Tenant, if at all, Tenant only in the manner set forth following manner: (i) Tenant shall not be in default, and shall not have been in default under this Lease more than once beyond the expiration of all notice and cure periods provided in this Section 2.2.3. Lease, on the delivery date of the Interest Notice and Tenant’s Acceptance; (ii) Tenant shall deliver written notice (the "Exercise “Interest Notice"”) to Landlord not more than eighteen twelve (1812) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, stating that Tenant shall deliver to Landlord is interested in exercising the Option; (iii) within fifteen (15) business days of Landlord’s receipt of Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). ’s written notice, Landlord shall deliver notice (the "Landlord Response “Option Rent Notice"”) to Tenant setting forth the Option Rent; and (iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”) and upon, and concurrent with such exercise, Tenant may, at its option, object to the Option Rent contained in the Option Rent Notice. Tenant’s failure to deliver the Interest Notice or Tenant’s Acceptance on or before the date dates specified above shall be deemed to constitute Tenant’s election not to exercise the Option. If Tenant timely and properly exercises its Option, the Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that is eight (8) months prior the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant’s acceptance, objects to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent CalculationNotice, in which event case the parties shall follow the procedure, procedure and the Market Option Rent shall be determined determined, as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii31(d) from the immediately preceding sentencebelow.

Exercise of Options. The options contained in this Section 2.2 shall Each Option may be exercised by Tenant, if at all, Tenant only in accordance with the manner set forth in this Section 2.2.3following procedure. Tenant shall must deliver written notice (the "Exercise “Interest Notice"”) to Landlord not more than eighteen fifteen (1815) months nor or less than twelve (12) months prior to the then-scheduled expiration of the then Lease Term, stating that Tenant is irrevocably interested in exercising the applicable Option, and specifying in the Interest Notice as to what portion of the Premises Tenant is exercising its extension optionOption with respect to (provided that in no event may Tenant extend as to less than the Initial Premises); provided, however, in Tenant’s failure to specify what portion of the event Premises for which the Term is being extended shall be deemed an election by Tenant fails to deliver exercise the Exercise Notice by the date which is twelve months prior Option as to the expiration entire Premises. Tenant shall duly vacate all portions of the then Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease Termon the last day of the then-effective Term therefor. For purposes of clarity, then Landlord shall deliver if Tenant written notice of such failure (exercises its first Option with respect to less than the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Noticeentire Premises, Tenant shall be deemed not have the right to have timely delivered exercise its second Option with respect to the Exercise Notice as long as portion of the same is delivered to Landlord within five Premises so surrendered. Within sixty (560) business days following Tenant's after Landlord’s receipt of the Reminder Tenant’s Interest Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response “Option Rent Notice"”) to Tenant on or before setting forth the date that is eight (8) months prior to the end Landlord’s determination of the Base Rent for the applicable Extension Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its after receipt of the Landlord Response Option Rent Notice, Tenant shall deliver provide Landlord with irrevocable written notice to Landlord (“Tenant’s Acceptance”) exercising the "Tenant Election Notice"), which shall set forth Tenant election to Option and stating either (ia) accept the Market that Tenant accepts Landlord’s determination of Base Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent CalculationNotice, or (iib) reject the that Tenant objects to Landlord’s determination of Base Rent and elects to determine Market Rent in accordance with Section 38.4. Time is of the essence hereof and late delivery of the Interest Notice shall not be effective. Failure of Tenant to provide Tenant’s Acceptance shall be deemed Tenant’s election of option (b) above. If Tenant does not give an Interest Notice on or before the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent this Section shall be determined as set forth personal to the original Tenant (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in Section 2.2.4. this Lease) and may only be exercised by the original Tenant (and any Permitted Transferee which is an assignee of Tenant's failure to timely deliver ’s then-remaining entire interest in this Lease) (and not any other assignee, sublessee or other transferee of the Tenant Election Notice shall be conclusively deemed to constitute original Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence’s interest in this Lease).

Exercise of Options. The options contained in this Section 2.2 Option shall be exercised by Tenant, if at all, Tenant only in the manner set forth following manner: (i) Tenant shall not be in this Section 2.2.3. default on the delivery date of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall deliver written notice (the "Exercise Interest Notice") to Landlord not more than eighteen ten (1810) months nor less than twelve eight (12) 8) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably interested in exercising its extension option; providedthe Option, however(iii) within fifteen (15) business days of Landlord's receipt of Tenant's written notice, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Option Rent Notice"), in which event, notwithstanding ) to Tenant setting forth the failure identified in Option Rent; and (iv) if Tenant desires to exercise such Reminder NoticeOption, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to provide Landlord written notice within five (5) business days following Tenant's after receipt of the Reminder Notice. If Tenant timely delivers an Exercise Option Rent Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response NoticeAcceptance") to and upon, and concurrent with such exercise, Tenant on or before the date that is eight (8) months prior may, at its option, object to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4Notice. Tenant's failure to timely deliver the Tenant Election Interest Notice or Tenant's Acceptance on or before the dates specified above shall be conclusively deemed to constitute Tenant's election not to proceed pursuant exercise the Option. If Tenant timely and properly exercises its Option, the Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant's Acceptance, objects to alternative (iithe Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure and the Option Rent shall be determined, as set forth in Section 31(d) from the immediately preceding sentencebelow.

Exercise of Options. The options contained in Subject to the conditions of this Section 2.2 shall be exercised by TenantArticle 37, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver have the right, at its sole option, to renew the Term for all of the Premises for 2 renewal terms (collectively, the "Renewal Terms" and each a "Renewal Term") of 5 years each, by providing written notice (the each, a "Exercise Renewal Notice") delivered to Landlord not more than eighteen (18) months nor less than twelve (12) 12 months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension optionthen-applicable Expiration Date; provided, however, that (a) Tenant shall not be in default under any of the terms, covenants or conditions of this Lease either on the date the Renewal Notice is given or on the Renewal Term Commencement Date (as hereinafter defined), and (b) Tenant shall not have assigned this Lease, or subleased more than 10% of the rentable area of the Premises (excepting only pursuant to an assignment which Landlord has consented to in accordance with the provisions of Section 16.8(a) of this Lease and/or a sublease (or subleases) which Landlord has consented to under Section 16.13 of this Lease). Upon the giving of the Renewal Notice, this Lease shall be deemed renewed for the Renewal Term with the same force and effect as if the Renewal Term had originally been included in the event Tenant fails to deliver Term. The first Renewal Term shall commence on the Exercise Notice by day after the Expiration Date (a "Renewal Term Commencement Date") and shall terminate on the day immediately preceding the 5th anniversary of the Expiration Date. The second Renewal Term shall commence on the date which is twelve months prior to after the expiration of the then Lease Term, then Landlord first Renewal Term and shall deliver Tenant written notice of such failure (terminate on the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, 5th anniversary thereof. Tenant shall be deemed have no further option to have timely delivered extend the Exercise Notice as long as Term of this Lease other than the same 2 five-year terms herein provided. Time is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior essence with respect to the expiration giving of the then Lease Term, Tenant shall deliver to Landlord a Renewal Notice by Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence.

Exercise of Options. In the event that the Company exercises its refinancing option under Section 19(a-1) or FUR Subsidiary elects to exercise its purchase option under Sections 19(a-2), 19(b), 19(c) or 19(d), the Company or FUR Subsidiary, as the case may be, shall give CFSC Subsidiary or GMAC-CM, as applicable, thirty (30) days' prior notice of such election specifying the portion of the Senior Preferred Capital, Series B Preferred Capital or Common Capital, as applicable, to be purchased and the applicable purchase price therefor. The options contained Company shall be required to effect each redemption specified in Section 19(e) unless CFSC Subsidiary shall give the Company and the other Members notice of its election to avoid such redemption not more than one hundred fifty (150) nor less than ninety (90) days prior to the applicable anniversary date. In the event that GMAC-CM is permitted under the terms of Section 19(f) to exercise its redemption option and it elects to do so, GMAC-CM shall give the Company and the other Members notice of such election not less than seventy-five (75) days prior to the applicable anniversary date specifying the amount of outstanding Series B Preferred Capital to be redeemed and the applicable redemption price therefor. In the event CFSC Subsidiary or GMAC-CM elects to exercise its remedies under Section 19(g) or 19(h), CFSC Subsidiary or GMAC-CM, as applicable, shall give the Company and the other Members ten (10) days' prior notice of such election specifying the Series A Preferred Capital and/or FUR Subsidiary's remaining Capital Contribution to be purchased. The closing of any purchase or redemption under this Section 2.2 19 shall be exercised take place on a mutually acceptable date not later than thirty (30) days after receipt of notice provided by TenantFUR Subsidiary, if at allGMAC-CM or CFSC Subsidiary, only in as the manner set forth in this Section 2.2.3. Tenant shall deliver notice case may be, on the applicable anniversary date, as applicable (the "Exercise NoticeOption Closing Date") at a location acceptable to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the then Lease TermCFSC Subsidiary or GMAC-CM, stating that Tenant is irrevocably exercising its extension optionas applicable, and FUR Subsidiary in New York, New York; provided, however, in that the event Tenant fails Company shall be able to deliver the Exercise Notice by the date which is twelve months satisfy its redemption obligation under Section 19(e) or 19(f) prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence.any

Exercise of Options. The options contained in this Section 2.2 Options shall be exercised by Tenant, if at all, Tenant only in the manner set forth following manner: (i) Tenant shall not be in default, and shall not have been in default under this Section 2.2.3. Lease more than once, on the delivery date of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall deliver written notice (the "Exercise NoticeINTEREST NOTICE") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease TermTerm or first Option Term (as applicable), stating that Tenant shall deliver to Landlord is interested in exercising the Option, (iii) within fifteen (15) business days of Landlord's receipt of Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). written notice, Landlord shall deliver notice (the "Landlord Response NoticeOPTION RENT NOTICE") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent Option Rent; and (the "Landlord's Option Rent Calculation"). Within ten iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (105) business days of its after receipt of the Landlord Response NoticeOption Rent Notice ("TENANT'S ACCEPTANCE") and upon, and concurrent with such exercise, Tenant shall deliver written notice may, at its option, object to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Option Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4Notice. Tenant's failure to timely deliver the Tenant Election Interest Notice or Tenant's Acceptance on or before the dates specified above shall be conclusively deemed to constitute Tenant's election not to proceed pursuant exercise the Option. If Tenant timely and properly exercises its Option, the Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant's Acceptance, objects to alternative (iithe Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure and the Option Rent shall be determined, as set forth in Section 31(d) from the immediately preceding sentencebelow.

Exercise of Options. The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. If Tenant shall deliver notice (the "Exercise Notice") wishes to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Noticeexercise a renewal option hereunder, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, thenshall, on or before the date which is occurring nine (9) months prior to the expiration of the then initial Lease Term, Tenant shall deliver to Landlord Tenant's calculation of Term for the Market Rent Majority Space (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice or nine (the "Landlord Response Notice"9) to Tenant on or before the date that is eight (8) months prior to the end expiration of the applicable first Option Term for the Majority Space, if applicable), exercise the option by delivering notice to Landlord of such exercise by Tenant (the “Option Notice”). Landlord and Tenant acknowledge that if Tenant delivers an Option Notice, the Lease Term shall be extended for the Option Term for all space then leased by Tenant in the Building including, without limitation, the Majority Space, the 22nd Floor Space and any First Offer Space then leased by Tenant, that the procedure for determination of the Option Rent as provided in this Section 2.2 below shall apply in order to determine the Option Rent for the entire Premises (including the 22nd Floor Space), but that the Option Terms shall commence and shall expire on slightly different dates for the 22nd Floor Space as compared to the remainder of the Premises due to the separate Lease Expiration Dates specified in Section 5.3 of the Summary. Failure of Tenant to deliver the Option Notice to Landlord on or before such date shall be deemed to constitute Tenant’s failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the initial Lease Term or first Option Term, as applicable, shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the Rent shall be the Option Rent determined as follows. Tenant shall be entitled to request that Landlord notify Tenant of Landlord’s estimate of the Option Rent prior to Tenant’s delivery of the Option Notice. Within thirty (30) days after such request by Tenant (but not earlier than fifteen (15) months prior to the expiration of the initial Lease Term or first Option Term, as applicable), Landlord shall notify Tenant of Landlord’s estimate of the Option Rent for the applicable Option Term (the "“Information Estimate”); provided that neither Tenant’s request for the Information Estimate nor Landlord’s notice thereof shall create any liability for either party. Landlord Response Date"), stating that (A) Landlord is accepting Tenant's shall determine the Option Rent Calculation as for the Market RentOption Term by using its good faith judgment. Whether or not Landlord has previously delivered the Information Estimate, or Landlord shall provide written notice (B) rejecting Tenant's “Option Rent Calculation and setting forth Notice”) of Landlord's calculation ’s determination of the Market Rent (the "Landlord's Option Rent Calculation")within thirty (30) days after Tenant provides the Option Notice to Landlord; provided, however, that Landlord shall not be obligated to provide the Option Rent Notice for an Option Term prior to the date which is fifteen (15) months before the commencement of such Option Term. Within ten Tenant shall have thirty (1030) business days of its (“Tenant’s Review Period”) after receipt of the Landlord Response Notice, Tenant shall deliver Landlord’s Option Rent Notice within which to accept such rental or to reasonably object thereto in writing. Tenant’s failure to object by written notice to Landlord within said thirty (30) day period shall be deemed to constitute Tenant’s acceptance of the "Option Rent specified by Landlord in the Option Rent Notice. In the event Tenant Election Notice"timely objects in writing, Landlord and Tenant shall attempt to agree upon such Option Rent using their best good faith efforts. If Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant’s Review Period (“Outside Agreement Date”), which shall set forth Tenant election to either (i) accept then the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth by arbitration in Section 2.2.4accordance with Sections 2.2.3.1 through 2.2.3.7 below. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence.XXXXXX XXXXXX XXXXX [Foundation Health Systems]

Exercise of Options. The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver have the right, to renew the Term for the Premises described below for (i) two successive renewal terms of five years each or (ii) one renewal term of ten years (each a “Renewal Term”) by notice (the "Exercise a “Renewal Notice"”) delivered to Landlord not more than eighteen (18) months nor less than twelve (12) 18 months prior to the expiration then Expiration Date, time being of the then Lease Term, stating that Tenant is irrevocably exercising its extension optionessence; provided, however, that (a) Tenant shall not be in default under any of the terms, covenants or conditions of this Lease beyond the applicable notice and/or cure periods either on the date the applicable Renewal Notice is given or on the applicable Renewal Term Commencement Date (as hereinafter defined), and (b) the Named Tenant shall not have assigned this Lease (other than pursuant to Section 15.9), and Named Tenant and Related Entities shall be in occupancy of at least 75% of the rentable area of the Premises in the event Tenant fails to deliver aggregate. Upon the Exercise giving of a Renewal Notice by (which Renewal Notice shall specify the date which is twelve months prior to Renewal Term and the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice")space being renewed or, in which event, notwithstanding the failure identified in such Reminder Noticeabsence thereof, Tenant shall be deemed to have timely delivered elected to renew the Exercise Notice Term in respect of the entire Premises), this Lease in respect of the Premises designated or deemed designated by Tenant shall be renewed for the Renewal Term in question with the same force and effect as long if such Renewal Term had originally been included in the Term. Each Renewal Term shall commence on the day after the then Expiration Date (each a “Renewal Term Commencement Date”) and shall terminate on the day preceding the fifth or the tenth anniversary of the Renewal Term Commencement Date, as the same is delivered case may be, or such earlier date as this Lease shall terminate pursuant to Landlord within five (5) business days following Tenant's receipt any of the Reminder Noticeterms of this Lease. If Tenant timely delivers an Exercise Notice shall fail to Landlord, then, on or before renew the date which is nine (9) months prior to Term for the expiration first Renewal Term of the then Lease Termfive years, Tenant shall deliver have no right to Landlord Tenant's calculation renew the Term for the second Renewal Term of five years. If Tenant shall fail to renew the Term in respect of any portion of the Market Rent (Premises during the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end first Renewal Term of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Noticefive years, Tenant shall deliver written notice have no right to Landlord renew the Term in respect of such portion of the Premises as to which Tenant elected not to renew for the second Renewal Term of five years. Tenant is not obligated to renew the Term in respect of the entire Premises (but if Tenant does renew in respect of the "entire Premises, Tenant Election Notice"may do so without regard to the contiguity of any portion of the Premises), provided, however, that any portion of the Premises as to which Tenant renews the Term must consist of at least 2 entire floors of the Premises, including an entire “end floor” (that is, the then highest or lowest floor of one or more blocks of contiguous floors of the Premises as constituted at the time question) together with any one or more full floors which are contiguous to such “end floor” and may include, in addition, (1) one or more partial floors which are contiguous with such “end floor”, provided such partial floor consists of the entirety of the partial floor that Tenant then leases hereunder, and/or (2) only after first including contiguous floors as provided above, if any, any non-contiguous floors of the Premises (i.e., if Tenant does not then lease any contiguous floors, Tenant may renew the Lease in respect of non-contiguous floors). The term “Premises” as used in Sections 37.2, 37.3 and 37.4 shall set forth mean the Premises designated or deemed designated by Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions Renewal Notice, subject to the foregoing provisions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence37.1.

Exercise of Options. The options contained in this Section 2.2 shall Options evidenced hereby may be exercised by Tenantthe Optionholder hereof, if in whole or in part, at allany time, only and from time to time, on or before 5:00 P.M., Central time, on January 15, 2004, by the surrender of this Agreement, duly endorsed (unless endorsement is waived by the Company), with the form of exercise at the end hereof duly executed by such Optionholder, at the principal office of the Company (or at such other office or agency of the Company as it may designate by notice in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior writing to the expiration Optionholder hereof at such Optionholder’s last address appearing on the books of the then Lease Term, stating Company) and upon payment to the Company by certified or official bank check or checks payable to the order of the Company of the purchase price of the Common Shares purchased. The Company agrees that Tenant is irrevocably exercising its extension optionthe Common Shares so purchased shall be deemed to be issued to the Optionholder hereof on the date on which this Agreement shall have been surrendered and payment made for such Common Shares as aforesaid; provided, however, in that no such surrender and payment on any date when the event Tenant fails stock transfer books of the Company shall be closed shall be effective to deliver constitute the Exercise Notice by person entitled to receive such Common Shares as the date record holder thereof on such date, but such surrender and payment shall be effective to constitute the person entitled to receive such Common Shares as the record holder thereof for all purposes immediately after the opening of business on the next succeeding day on which is twelve months prior such stock transfer books are open. The certificate(s) for such Common Shares shall be delivered to the expiration of the then Lease Term, then Landlord Optionholder within a reasonable time after Options evidenced hereby shall deliver Tenant written notice of such failure (the "Reminder Notice")have been so exercised and a new Incorporators Stock Option Agreement, in which eventsubstantially the form hereof, notwithstanding evidencing the failure identified in number of Options, if any, remaining unexercised shall also be issued to the Optionholder within such Reminder Noticetime unless such Options shall have expired. The right to exercise the Options represented hereby shall expire at 5:00 P.M., Tenant Central time, on January 15, 2004. This Agreement shall terminate at the time of expiration and shares covered hereby shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior released to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentenceCompany.

Exercise of Options. The options contained in this Section 2.2 Option shall be exercised by Tenant, if at all, Tenant only in the manner set forth following manner: (i) Tenant shall not be in default, and shall not have been in default under this Section 2.2.3. Lease more than once per year, on the delivery date of the Interest Notice and Tenant’s Acceptance; (ii) Tenant shall deliver written notice (the "Exercise “Interest Notice"”) to Landlord not more than eighteen twelve (1812) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, stating that Tenant shall deliver to Landlord is interested in exercising the Option, (iii) within fifteen (15) business days of Landlord’s receipt of Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). ’s written notice, Landlord shall deliver notice (the "Landlord Response “Option Rent Notice"”) to Tenant setting forth the Option Rent; and (iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”) and upon, and concurrent with such exercise, Tenant may, at is option, object to the Option Rent contained in the Option Rent Notice. Tenant’s failure to deliver the Interest Notice or Tenant’s Acceptance on or before the date dates specified above shall be deemed to constitute Tenant’s election not to exercise the Option. If Tenant timely and properly exercises its Option, the Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that is eight (8) months prior the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant’s Acceptance, objects to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent CalculationNotice, in which event case the parties shall follow the procedure, procedure and the Market Option Rent shall be determined determined, as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii31(d) from the immediately preceding sentencebelow.

Exercise of Options. 3.3.1 The options contained in this Section 2.2 first Renewal Option shall be exercised by Tenant, if at all, only in the manner set forth following manner: (i) Tenant may deliver written notice ("INTEREST NOTICE") to Landlord not less than eight (8) months prior to the expiration of the initial Lease Term stating that Tenant is interested in this Section 2.2.3. Tenant exercising its option; (ii) Landlord, after receipt of the Interest Notice (if such notice is given), shall deliver notice (the "Exercise NoticeFAIR MARKET VALUE NOTICE") to Landlord not more than eighteen Tenant on or before seven (18) months nor less than twelve (127) months prior to the expiration of the then initial Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise which Fair Market Value Notice by the date which is twelve months prior to the expiration shall set forth Landlord's opinion of the then Lease TermFair Market Value of the Premises, then Landlord shall deliver and (iii) if Tenant written notice of such failure (wishes to exercise the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Noticefirst Renewal Option, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, thenshall, on or before the date which is nine occurring six (96) months prior to the expiration of the then initial Lease Term, exercise the option by delivering written notice thereof to Landlord, and upon, and concurrent with, such exercise, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior may, at its option, object to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Fair Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Value contained in Landlord's calculation of the Fair Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Value Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event case the parties shall follow the procedure, and the Fair Market Rent Value shall be determined determined, as set forth in Section 2.2.4Sections 4.3.1 and 4.3.2 below. Tenant's failure If Tenant fails to timely deliver provide the Tenant Election Interest Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (i) above, Tenant shall not lose its rights pursuant to (iii) above and Landlord shall not have to provide the Fair Market Value Notice pursuant to (ii) from above, and instead the immediately preceding sentenceFair Market Value shall be determined pursuant to Sections 4.3.1 and 4.3.2 below. If Tenant provides the Interest Notice and Landlord responds with the Fair Market Value Notice and Tenant exercises the Renewal Option but does not object to the Fair Market Value contained in Landlord's Fair Market Value Notice as provided in Subsection 3.3.1(iii) above, the Fair Market Value shall be as set forth in Landlord's Fair Market Value Notice.

Exercise of Options. The options contained in this right of each Preemptive Rightholder to purchase the New Securities under Section 2.2 5.2 shall be exercised exercisable by Tenantdelivering written notice of the exercise thereof, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the forty-five (45) day period referred to in Section 5.2, to the Company. The failure of a Preemptive Rightholder to respond prior to the expiration of such forty-five (45) day period shall be deemed to be a waiver of such Preemptive Rightholder’s rights under Section 5.2 with respect to the issuance of New Securities on the terms set forth in the New Issuance Notice. In the event that any such Preemptive Rightholder does not subscribe to purchase all of its Proportionate Percentage of such unsubscribed shares, each of the Crestview Stockholders and the Co-Investor shall have the right to purchase such unsubscribed shares on a pro rata basis (based on the Crestview Stockholders’ and the Co-Investor’s relative Proportionate Percentages). Notwithstanding anything in this Article V to the contrary, the Crestview Stockholders shall have the right to purchase New Securities before giving effect to the expiration of the forty-five (45) day offer period set forth in Section 5.2; provided, that (a) the other Preemptive Rightholders shall thereafter have the benefit of such offer period to purchase New Securities (either from the Company or the Crestview Stockholders), so as to give effect to the provisions of Section 5.2 and this Section 5.3, at the same price and on the same terms as the Crestview Stockholders and (b) if the Crestview Stockholders waive their rights with respect to any issuance of New Securities, then Lease Term, stating that Tenant is irrevocably exercising its extension optionall other Preemptive Rightholders shall be deemed to have also waived their rights with respect to such issuance of New Securities and the procedures set forth in this Article V shall not apply to such issuance; provided, however, in the event Tenant fails that if such New Securities are issued to deliver the Exercise Notice by the date which is twelve months prior a Financial Investor, then such waiver shall not apply with respect to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentenceCo-Investor.

Exercise of Options. The options contained in this Section 2.2 Option shall be exercised by Tenant, if at all, Tenant only in the manner set forth in this Section 2.2.3herein. For the first Option Term and the Second Option Term, (i) Tenant shall deliver written notice (the "Exercise “Option Notice"”) to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the then- current expiration date of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; providedthe Option, howeverand (ii) Tenant shall not be in default (beyond all applicable notice and cure periods) on the delivery date of the Option Notice or Tenant’s Acceptance [defined below]. Additionally, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior with respect to the expiration of the then Lease Second Option Term, then Landlord the following provisions shall deliver Tenant written notice of such failure apply. Within fifteen (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (515) business days following Tenant's of Landlord’s receipt of the Reminder Notice. If Tenant timely delivers an Exercise Option Notice to Landlord, then, on or before for the date which is nine (9) months prior to the expiration of the then Lease second Option Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response “Option Rent Notice"”) to Tenant on or before setting forth the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as for the Market Rentsecond Option Term; and if Tenant desires to maintain its exercise of such Option in effect, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within Tenant shall provide Landlord written notice within ten (10) business days of its after receipt of the Landlord Response NoticeOption Rent Notice (‘Tenant’s Acceptance”) and upon, and concurrent with such exercise, Tenant shall deliver written notice may, at its option, object to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Option Rent contained in the Landlord's Option [***] Confidential portions Rent Notice. Tenant’s failure to deliver the Option Notice (for either the first of this document have been redacted and filed separately with the Commission. Rent Calculationsecond Option), or Tenant’s Acceptance (iifor the second Option) reject on or before the Market dates specified above shall be deemed to constitute Tenant’s election not to exercise such Option, and such Option shall be null and void and of no further force or effect. If Tenant timely and properly exercises the Option, the Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the Base Year and Basic Rental for the subject Option Term shall be as provided in Article 31(b) above; provided, however, if Tenant, concurrently with Tenant’s Acceptance, objects to the Option Rent contained in the Landlord's Option Rent CalculationNotice for the second Option Term, in which event the parties shall follow the procedure, procedure and the Market Option Rent shall be determined determined, as set forth form in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii31(d) from the immediately preceding sentencebelow.

Exercise of Options. The options option contained in this Section 2.2 41 shall be exercised by Tenant, if at all, and only in the manner set forth in this Section 2.2.3. following manner: (i) Tenant shall deliver written notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nor less than nine (9) months prior to the expiration of the then initial Lease Term, stating that Tenant shall deliver to Landlord is interested in exercising its option; (ii) Landlord, after receipt of Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord notice, shall deliver notice (the "Landlord Response Option Rent Notice") to Tenant on or before the date that which is the later of (a) the date which is thirty (30) days after Landlord's receipt of the Option Interest Notice, and (b) the date which is eight (8) months prior to the end expiration of the applicable initial Lease Term, setting forth the Option Rent and any material economic concessions contained as a part of such Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the "Landlord Response Date"), stating that date occurring thirty (A30) Landlord is accepting days after Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Option Rent Notice, Tenant shall deliver exercise the option by delivering written notice thereof to Landlord (Landlord. In the "event Tenant Election Notice")fails to timely exercise the option, which Tenant's option to extend the Term shall set forth Tenant election terminate and be of no further force or effect. 42. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS 42.1 This Lease contains all of the agreements of the parties hereto with respect to either (i) accept the Market Rent contained any matter covered or mentioned in the Landlord's Option [***] Confidential portions this Lease, and no prior agreement, negotiations, brochures, arrangements, or understanding pertaining to any such matter shall be effective for any purpose unless expressed herein. No provisions of this document have been redacted and filed separately with the Commission. Rent Calculation, Lease may be amended or (ii) reject the Market Rent contained added to except by an agreement in the Landlord's Option Rent Calculation, in which event writing signed by the parties shall follow the procedure, and the Market Rent shall be determined as set forth hereto or their respective successors in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentenceinterest.

Exercise of Options. The options contained in this Section 2.2 Option shall be exercised by Tenant, if at all, Tenant only in the manner set forth following manner: (i) an Event of Default shall not have occurred and be continuing, and an Event of Default shall not have occurred under this Lease more than once in this Section 2.2.3. the preceding two (2) years, on the delivery date of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall deliver written notice (the "Exercise Interest Notice") to Landlord not more than eighteen twelve (1812) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, stating that Tenant shall deliver to Landlord is interested in exercising the Option, (iii) within fifteen (15) business days of Landlord's receipt of Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). written notice, Landlord shall deliver notice (the "Landlord Response Option Rent Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent Option Rent; and (the "Landlord's Option Rent Calculation"). Within ten iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (105) business days of its after receipt of the Landlord Response NoticeOption Rent Notice ("Tenant's Acceptance") and upon, and concurrent with such exercise, Tenant shall deliver written notice may, at its option, object to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Option Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4Notice. Tenant's failure to timely deliver the Tenant Election Interest Notice or Tenant's Acceptance on or before the dates specified above shall be conclusively deemed to constitute Tenant's election not to proceed pursuant exercise the Option. If Tenant timely and properly exercises its Option, the Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant's Acceptance, objects to alternative (iithe Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure and the Option Rent shall be determined, as set forth in Section 31(d) from the immediately preceding sentencebelow.

Exercise of Options. The options contained in Subject to the terms of this Section 2.2 2.2.1.1, each option shall be exercised by Tenant, if at all, only Tenant in the manner set forth in this Section 2.2.3. following manner: (i) Tenant shall deliver notice to Landlord (the "Exercise “Option Interest Notice"”) to Landlord not more than eighteen (18) months nor less than twelve three hundred thirty (12330) months days prior to the expiration of the then initial Lease Term or the First Option Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in as the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure case may be (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise “Option Interest Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Outside Date"”), stating that (A) Landlord Tenant is accepting Tenant's Option Rent Calculation as the Market Rent, or interested in exercising its option and (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation the number of rentable square feet of the Market Rent Premises, subject to the limitations set forth in Section 2.2.1, above, which Tenant desires to lease during such Option Term; (the "Landlord's Option Rent Calculation"). Within ten (10ii) business days of its Landlord shall, after receipt of the Landlord Response Option Interest Notice, deliver notice (the “Option Rent Notice”) to Tenant not less than three hundred (300) days prior to the expiration of the initial Lease Term or the First Option Term, as the case may be (the “Option Rent Notice Outside Date”), setting forth the proposed “First Option Rent” or the proposed “Second Option Rent,” as those terms are defined in Section 2.2.1.2 below, as the case may be, which shall be applicable to this Lease during the applicable Option Term, and (iii) (A) Tenant may, at its option, on or before the date occurring two hundred seventy (270) days prior to the expiration of the initial Lease Term or the First Option Term, as the case may be (the “Arbitration Notice Outside Date”), deliver written a notice to Landlord (the "Tenant Election “Fair Market Rent Arbitration Notice"”), pursuant to which shall set forth Tenant election to either (i) accept the Fair Market Rent contained in Arbitration Notice, Tenant may object to the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's proposed Option Rent Calculationor request the determination of Option Rent, if no Option Rent Notice was given because Tenant did not give the Option Notice, in either of which event cases the parties shall follow the procedure, and the Market applicable Option Rent shall be determined determined, as set forth in Section 2.2.4. Tenant's failure 2.2.2 of this Lease, or (B) to timely the extent the terms of Section 2.2.2, below, are inapplicable (since Tenant did not deliver the Fair Market Rent Arbitration Notice), if Tenant Election wishes to exercise its extension option on the terms set forth in the Option Rent Notice, Tenant shall, on or before the date occurring two hundred seventy (270) days prior to the expiration of the initial Lease Term or the First Option Term, as the case may be (the “Exercise Notice Outside Date”), exercise the option by delivering notice thereof to Landlord (the “Option Exercise Notice”). Notwithstanding the foregoing terms of this Section 2.2.1.1, if the Renewal Space Tenant desires to lease during either Option Term consists of less than two (2) full floors, then for purposes of Tenant exercising its options to extend the applicable Option Term, the outside dates set forth above shall refer to the following outside dates: (a) the Option Interest Notice Outside Date shall instead mean not less than four hundred twenty-five (425) days prior to the expiration of the initial Lease Term or the First Option Term, as the case may be; (b) the Option Rent Notice Outside Date shall mean not less than three hundred ninety-five (395) prior to the expiration of the initial Lease Term or the First Option Term as the case may be; and (c) the Arbitration Notice Outside Date or the Exercise Notice Outside Date shall mean three hundred sixty-five (365) prior to the expiration of the initial Lease Term or the First Option Term, as the case may be. In the event Tenant fails to exercise its right to extend the Lease Term for the First Option Term or Second Option Term within the applicable time periods specified above, Tenant’s option rights as set forth in this Section 2.2.1.1 shall be conclusively deemed to constitute Tenant's election to proceed terminated, and Tenant shall have no further rights pursuant to alternative (ii) from the immediately preceding sentenceterms of this Lease to extend the Lease Term.

Exercise of Options. The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise “Intent Notice"”) to Landlord not more than eighteen twelve (1812) months nor less than twelve nine (129) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising intends to exercise its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of . Concurrently with such failure (the "Reminder Intent Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's ’s calculation of the Market Rent (the "“Tenant's ’s Option Rent Calculation"”). Landlord shall deliver notice (the "“Landlord Response Notice"”) to Tenant on or before the date that which is eight thirty (8) months prior to the end 30) days after Landlord’s receipt of the applicable Term, Intent Notice and Tenant’s Option Rent Calculation (the "“Landlord Response Date"”), stating that (A) Landlord is accepting Tenant's ’s Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's ’s Option Rent Calculation and setting forth Landlord's ’s calculation of the Market Rent (the "“Landlord's ’s Option Rent Calculation"”). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election “Exercise Notice"”), which shall set forth Tenant election to either (i) rescind its Intent Notice, in which event the Lease Term shall expire as then-currently scheduled and the subject Option (and any remaining Option) shall terminate, (ii) accept the Market Rent contained in the Landlord's ’s Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (iiiii) reject the Market Rent contained in the Landlord's ’s Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's ’s failure to timely deliver the Tenant Election Exercise Notice shall be conclusively deemed to constitute Tenant's ’s election to proceed pursuant to alternative (iiiii) from the immediately preceding sentence.

Exercise of Options. The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. following manner: (i) Tenant shall deliver written notice (the "Exercise Interest Notice") to Landlord not more than eighteen (18) months nor less than on or before the date which is twelve (12) months prior to the expiration of the then initial Lease Term (or previous Option Term, as applicable), stating that Tenant is irrevocably interested in exercising its extension option; provided(ii) Landlord, howeverafter receipt of Tenant's notice, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Option Rent Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, ) to Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five not less than ten (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (910) months prior to the expiration of the then initial Lease Term (or previous Option Term, as applicable), setting forth the Option Rent; and (iii) if Tenant shall deliver wishes to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to exercise such option, Tenant shall, on or before the earlier of (A) the date that is occurring eight (8) months prior to the end expiration of the applicable initial Lease Term (or previous Option Term, (the "Landlord Response Date"as applicable), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or and (B) rejecting the date occurring thirty (30) days after Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Option Rent Notice, Tenant shall deliver written notice exercise the option by delivering the Option Notice to Landlord (and upon, and concurrent with such exercise, Tenant may, at its option, object to the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Option Rent contained in the LandlordOption Rent Notice. Failure of Tenant to deliver the Interest Notice to Landlord on or before the date specified in (i) above or to deliver the Option Notice to Landlord on or before the date specified in (iii) above shall be deemed to constitute Tenant's failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the Lease Term or previous Option Term (as applicable) shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the Rent shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant's Option [***] Confidential portions of this document have been redacted and filed separately with Notice, objects to the Commission. Rent Calculation, or (ii) reject the Market Option Rent contained in the Landlord's Option Rent CalculationNotice, in which event case the parties shall follow the procedure, procedure and the Market Option Rent shall be determined determined, as set forth in Section 2.2.42.2.3 below. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence.2.2.3......

Exercise of Options. The options contained in this In the event of Tenant’s timely and proper delivery of the Extension Notice under Section 2.2 2.4.1 above with respect to the Extension Option, Landlord shall be exercised by Tenantprovide written notice of Landlord’s reasonable, if at all, only in good faith determination of the manner set forth in this Section 2.2.3fair market rental rate not later than ninety (90) days following Landlord’s receipt of such Extension Notice. Tenant shall deliver have twenty (20) business days after receipt of Landlord’s notice of the fair market rental rate within which to either accept or object to such proposed fair market rental rate by delivering written notice (the "“Exercise Notice"”) thereof to Landlord. For purposes of this Section, the last day of such 20-business day period shall be referred herein as the “Exercise Date”. Tenant’s failure to deliver the Exercise Notice on or before the Exercise Date shall be deemed to constitute Tenant’s waiver of the Extension Option. If Tenant disagrees with Landlord’s determination of the fair market rental rate but Landlord not more than eighteen and Tenant are unable to resolve such disagreement as to the fair market rental rate within 15 business days (18“Option Resolution Period”), then either (i) months nor less than twelve Tenant shall have the option to rescind its option to extend and the Extension Option shall be null and void as of the Exercise Date, and Landlord and Tenant shall have no further liability to the other under this Section 2.4 or (12ii) months Tenant and Landlord shall have the fair market rental rate determined by an appraiser who is acceptable to both parties. Tenant shall make an election of (i) or (ii) above prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of Option Resolution Period (absent such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Noticeelection, Tenant shall be deemed to have timely delivered elected option (i)). The appraiser determining such fair market rental rate shall deliver such determination to the Exercise Notice as long as parties within 30 days after his or her selection. Such determination shall be in writing and be final and binding upon the same is delivered to Landlord within five (5) business days following Tenant's receipt parties hereto. The parties hereto shall bear the cost of the Reminder Noticeservices of such appraiser equally. If Tenant timely delivers an Exercise Notice The appraiser selected to Landlord, then, on or before determine the date which is nine (9) months prior fair market rental rate must have at least 5 years of experience in the appraisal of properties similar to the expiration Premises in the vicinity of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentencePremises.

Exercise of Options. The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. following manner: (i) Tenant shall deliver written notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nor less than nine (9) months prior to the expiration of the then initial Lease Term, stating that Tenant shall deliver to Landlord is interested in exercising its option; (ii) Landlord, after receipt of Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord ’s notice, shall deliver notice (the "Landlord Response “Option Rent Notice"”) to Tenant not more than thirty (30) days after receipt of Tenant’s notice, setting forth the First Option Rent or Second Option Rent, each as applicable; and (iii) if Tenant wishes to exercise such option, Tenant may, by written notice to Landlord, on or before the date that is eight occurring thirty (8) months prior to the end 30) days after Tenant’s receipt of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market RentNotice, or (B) rejecting Tenant's Option Rent Calculation and setting forth request Landlord's calculation ’s determination of the Fair Market Rent (the "Landlord's Option Rent Calculation"). Within Rate which Landlord would submit to arbitration, if arbitration were to occur under Section 2.2.4, below, and within ten (10) business days of its receipt such request, Landlord and Tenant shall each simultaneously deliver to the other their determinations of the Fair Market Rent Rate (provided that the determination of the Fair Market Rent Rate submitted by Landlord Response shall not exceed the Option Rent set forth in the Option Rent Notice) that each would submit to arbitration if arbitration were to occur under Section 2.2.4, Tenant shall deliver written notice to Landlord below (the "“Arbitration Fair Market Rental Values”) (provided that if Tenant Election Notice")has requested an exchange of Arbitration Fair Market Rental Values and Landlord fails to provide Landlord’s Arbitration Fair Market Rental Value, which shall set forth Tenant election to either (i) accept then the Market Option Rent contained in the Option Rent Notice shall be deemed Landlord's ’s Arbitration Fair Market Rental Value, and, so long as Tenant has delivered to Landlord its Arbitration Fair Market Rental Value, the Arbitration Fair Market Rental Values shall be deemed determined and exchanged); and (iv) whether or not Arbitration Fair Market Rental Values were determined and exchanged pursuant to Section 2.2.3(iii), above, if Tenant wishes to exercise such option, Tenant shall, on or before the date occurring thirty (30) days after Tenant’s receipt of the Option [***] Confidential portions of this document have been redacted Rent Notice, exercise the option by delivering written notice thereof to Landlord, and filed separately with upon, and concurrent with, such exercise, Tenant shall, at its option, either (A) accept the Commission. Rent Calculation, or (ii) reject the Market Option Rent contained in the Landlord's Option Rent CalculationNotice, in which event case the Option Rent shall be the amount set forth in the Option Rent Notice, (B) accept Landlord’s Arbitration Fair Market Rental Value (to the extent the same has been previously provided pursuant to the terms hereof), in which case the Option Rent shall be Landlord’s Arbitration Fair Market Rental Value, or (C) object to both the Option Rent contained in the Option Rent Notice, and, if applicable, Landlord’s Arbitration Fair Market Rental Value, in which case the parties shall follow the procedure, and the Market Option Rent shall be determined determined, as set forth in Section 2.2.4. Tenant's failure 2.2.4 below, but subject to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentenceterms and conditions, when appropriate, of Section 2.2.2 above.

Exercise of Options. The options contained in this Section 2.2 3.4 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.33.4.3. Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen fifteen (1815) months nor less than twelve (12) months prior to the expiration of the then existing Lease Term, stating that Tenant is irrevocably thereby exercising its extension option; provided, however, in the event Tenant fails to deliver the . The Exercise Notice by the date which shall specify whether Tenant is twelve months prior exercising such option as to the expiration all of the then Lease Term6340 Building, then Landlord shall deliver Tenant written notice all of the 6310 Building and/or all of the 6290 Building. Within thirty (30) days following its delivery of such failure (the "Reminder Exercise Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent or indicate that the Escalated Rent is less than the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that which is eight thirty (8) months prior to the end 30) days after Landlord's receipt of the applicable Term, Tenant's Option Rent Calculation (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market RentCalculation, or (B) if Tenant's Option Rent Calculation indicates that Tenant believes that the Market Rent is less than the Escalated Rent, rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten fifteen (1015) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice")may, which shall set forth Tenant election to either (i) at its option, accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, . If Tenant does not affirmatively accept or (ii) reject the Market Rent contained in the Tenant rejects Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.43.4.4. By way of clarification, if Tenant's failure to timely deliver Option Rent Calculation indicates that the Tenant Election Notice Escalated Rent is less than the Market Rent or if the parties otherwise agree that the Escalated Rent is less than the Market Rent, then the Escalated Rent shall apply and there shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from no need for determination of the immediately preceding sentenceMarket Rent.

Exercise of Options. The options contained in this Section 2.2 3.4 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.33.4.3. Tenant shall deliver notice (the "“Exercise Notice"”) to Landlord not more than eighteen fifteen (1815) months nor less than twelve (12) months prior to the expiration of the then existing Lease Term, stating that Tenant is irrevocably thereby exercising its extension option; provided, however, in the event Tenant fails to deliver the . The Exercise Notice by the date which shall specify whether Tenant is twelve months prior exercising such option as to the expiration all of the then Lease Term6340 Building, then Landlord shall deliver Tenant written notice all of the 6310 Building and/or all of the 6290 Building. Within thirty (30) days following its delivery of such failure (the "Reminder Exercise Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's ’s calculation of the Market Rent or indicate that the Escalated Rent is less than the Market Rent (the "“Tenant's ’s Option Rent Calculation"”). Landlord shall deliver notice (the "“Landlord Response Notice"”) to Tenant on or before the date that which is eight thirty (8) months prior to the end 30) days after Landlord’s receipt of the applicable Term, Tenant’s Option Rent Calculation (the "“Landlord Response Date"”), stating that (A) Landlord is accepting Tenant's ’s Option Rent Calculation as the Market RentCalculation, or (B) if Tenant’s Option Rent Calculation indicates that Tenant believes that the Market Rent is less than the Escalated Rent, rejecting Tenant's ’s Option Rent Calculation and setting forth Landlord's ’s calculation of the Market Rent (the "“Landlord's ’s Option Rent Calculation"”). Within ten fifteen (1015) business days of its receipt of the Landlord SEQUENCE TECHNOLOGY CENTER [Expansion and Extension Amendment] [DexCom, Inc.] Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice")may, which shall set forth Tenant election to either (i) at its option, accept the Market Rent contained in the Landlord's ’s Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, . If Tenant does not affirmatively accept or (ii) reject the Market Rent contained in the Tenant rejects Landlord's ’s Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.43.4.4. By way of clarification, if Tenant's failure to timely deliver ’s Option Rent Calculation indicates that the Tenant Election Notice Escalated Rent is less than the Market Rent or if the parties otherwise agree that the Escalated Rent is less than the Market Rent, then the Escalated Rent shall apply and there shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from no need for determination of the immediately preceding sentenceMarket Rent.

Exercise of Options. The options contained in this Section 2.2 shall evidenced hereby may be exercised by Tenantthe option holder hereof, if in whole or in part, at allany time, only and from time to time, on or before 5:00 p.m., Central Time, on January 15, 2006 by the surrender of this agreement, duly endorsed (unless endorsement is waived by the company), with the form of exercise at the end hereof duly executed by such option holder, at the principal office of the company (or at such other office or agency of the company as it may designate by notice in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior writing to the expiration option holder hereof at such option holder’s last address appearing on the books of the then Lease Term, stating company) and upon payment to the company by certified or official bank check or checks payable to the order of the company of the purchase price of the common shares purchased. The company agrees that Tenant is irrevocably exercising its extension optionthe common shares so purchased shall be deemed to be issued to the option holder hereof on the date on which this agreement shall have been surrendered and payment made for such common shares as aforesaid; provided, however, in that no such surrender and payment on any date when the event Tenant fails stock transfer books of the company shall be closed shall be effective to deliver constitute the Exercise Notice by person entitled to receive such common shares as the date record holder thereof on such date, but such surrender and payment shall be effective to constitute the person entitled to receive such common shares as the record holder thereof for all purposes immediately after the opening of business on the next succeeding day on which is twelve months prior such stock transfer books are open. The certificate(s) for such common shares shall be delivered to the expiration of the then Lease Term, then Landlord option holder within a reasonable time after options evidenced hereby shall deliver Tenant written notice of such failure (the "Reminder Notice")have been so exercised and a new incorporator’s stock option agreement, in which eventsubstantially the form hereof, notwithstanding evidencing the failure identified in number of options, if any, remaining unexercised shall also be issued to the option holder within such Reminder Noticetime unless such options shall have expired. The right to exercise the options represented hereby shall expire at 5:00 p.m., Tenant Central Time, on January 15, 2006. This agreement shall terminate at the time of expiration and shares covered hereby shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior released to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentencecompany.”

Exercise of Options. The options contained in this Section 2.2 shall Each Option may be exercised by Tenant, if at all, Tenant only in accordance with the manner set forth in this Section 2.2.3following procedure. Tenant shall must deliver written notice (the "“Exercise Notice"”) to Landlord not more than eighteen fifteen (1815) months nor less than twelve (121) months year prior to the then-scheduled expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension optionthe Option; provided, however, in the event Tenant fails to deliver the such Exercise Notice shall be irrevocable. Tenant may elect, at the time it delivers its Exercise Notice, to reduce the Premises by terminating the date which is twelve months prior Lease with respect to the expiration top floor or the top two floors (a “Reduction Option”) (with such termination being effective at the commencement of the then Lease exercised Extension Term, then Landlord shall deliver Tenant written notice ). After Landlord’s receipt of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Tenant’s Exercise Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response “Option Rent Notice"”) to Tenant on or before setting forth the date that is eight (8) months prior to the end Landlord’s determination of the applicable Base Rent for the Extension Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its after receipt of the Landlord Response Option Rent Notice, Tenant shall deliver provide Landlord with irrevocable written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to “Tenant’s Response”) stating either (ia) accept the Market that Tenant accepts Landlord’s determination of Base Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent CalculationNotice, or (iib) reject the that Tenant objects to Landlord’s determination of Base Rent and elects to determine Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in accordance with Section 2.2.438.4. Tenant's failure If Tenant fails to timely deliver the a Tenant’s Response, Tenant Election Notice shall be conclusively deemed to constitute have objected to the Base Rent in the Option Rent Notice and elected to determine Market Rent in accordance with Section 38.4. Time is of the essence hereof and late notice shall not be effective. If Tenant does not give an Exercise Notice on or before the dates specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. If Tenant does not exercise the first Option, the second Option shall be null and void and of no further force or effect. Landlord shall not be required to give effect to an Option if an Event of Default is outstanding as the date of the Exercise Notice or Tenant's election ’s Response. The rights contained in this Article shall be personal to proceed the original Tenant and may only be exercised by the original Tenant, a Permitted Transferee which takes an Assignment of the Lease, or an “Approved Assignee” (but not by any other sublessee or assignee). An Approved Assignee shall be an assignee that is approved by Landlord pursuant to alternative Section 12.1 above, and also meets the requirement of having investment grade credit (iiwith investment grade credit being defined as BBB or better pursuant to Xxxxx’x and/or Standard and Poor’s) from both at the immediately preceding sentencetime of assignment and at the time of Option exercise. In addition, an Approved Assignee must be in full occupancy of the Building at the time it takes an assignment and at the time it exercises such Extension Right. An Approved Assignee shall have no right to exercise the Reduction Option.

Exercise of Options. The options contained in this Section 2.2 shall be exercised by TenantIf Tenant wishes to exercise a renewal option hereunder, if at allTenant shall, only in on or before the manner set forth in this Section 2.2.3. Tenant shall deliver notice date occurring fifteen (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (1215) months prior to the expiration of the initial Lease Term for the Premises, exercise the option by delivering notice to Landlord of such exercise by Xxxxxx (the “Option Notice”). Landlord and Tenant acknowledge that if Tenant delivers the Option Notice, the Lease Term shall be extended for the Option Term for all space then Lease Term, stating that leased by Tenant is irrevocably exercising its extension option; provided, however, in the event Building and any First Offer Space then leased by Xxxxxx and that the procedure for determination of the Option Rent as provided in this Section 2.2 below shall apply in order to determine the Option Rent for the entire Premises. Failure of Tenant fails to deliver the Exercise Option Notice to Landlord on or before such date shall be deemed to constitute Tenant’s failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the initial Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the Rent shall be the Option Rent determined as follows. Tenant shall be entitled to request that Landlord notify Tenant of Landlord’s estimate of the Option Rent prior to Tenant’s delivery of the Option Notice. Within thirty (30) days after such request by the date which is twelve Xxxxxx (but not earlier than eighteen (18). months prior to the expiration of the then initial Lease Term or first Option Term, then as applicable), Landlord shall deliver notify Tenant of Landlord’s estimate of the Option Rent for the applicable Option Term (the “Information Estimate”); provided that neither Xxxxxx’s request for the Information Estimate nor Xxxxxxxx’s notice thereof shall create any liability for or obligation of either party. Landlord shall determine the Option Rent for the Option Term by using its good faith judgment. Whether or not Landlord has previously delivered the Information Estimate, Landlord shall provide written notice (“Option Rent Notice”) of Landlord’s determination of the Option Rent within thirty (30) days after Tenant provides the Option Notice to Landlord; provided, however, that Landlord shall not be obligated to provide the Option Rent Notice prior to the date which is eighteen (18) months before the commencement of the Option Term. Tenant shall have twenty (20) business days (“Tenant’s Review Period”) after receipt of Landlord’s Option Rent Notice within which to accept such rental or to reasonably object thereto in writing. Tenant’s failure to object by written notice to Landlord within said twenty (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant 20) business day period shall be deemed to constitute Tenant’s disapproval of the Option Rent specified by Landlord in the Option Rent Notice. In the event Tenant timely objects in writing or is deemed to have timely delivered the Exercise Notice as long as the same is delivered objected by failing to Landlord object in writing within said five (5) business day period, Landlord and Tenant shall attempt to agree upon such Option Rent using their diligent good faith efforts. If Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine ’s Review Period (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response “Outside Agreement Date"”), stating that (A) Landlord is accepting Tenant's then the Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth by arbitration in Section 2.2.4accordance with Sections 2.2.3.1 through 2.2.3.7 below. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence.WARNER CENTER TOWERS [Health Net, Inc.] Warner Center III\Health Net\JS\December 22, 2003 Initial Initial Initial Initial