Common use of Second Extension Term Clause in Contracts

Second Extension Term. (A) Second Extension Term. Lessee shall have the right to extend the Lease Term for all of the Demised Premises for one (1) additional extension term of five (5) years (the “Second Extension Term,” and with the option hereunder referred to as the “Second Extension Option”). The Second Extension Term, if exercised, shall commence on November 1, 2015 (the “Second Extension Term Commencement Date”) and expire on October 31, 2020, unless the Second Extension Term shall sooner terminate pursuant to any of the terms of the Lease (as amended hereby) or otherwise. The Second Extension Term shall commence only if Lessee notifies Lessor in writing (an “Extension Notice”) of Lessee’s exercise of the Second Extension Option not earlier than May 1, 2014 nor later than August 1, 2014. The Second Extension Term shall be upon all of the agreements, terms, covenants and conditions of the Lease (as amended hereby), except that (x) the Monthly Rent for the Second Extension Term (the “Second Extension Term Monthly Rent”) shall be determined as provided in Section 9(C) hereunder, (y) the Demised Premises shall be deemed to consist of 39,624 rentable square feet (i.e., as re-measured under BOMA), and (z) Lessee shall have no further right to extend the Lease Term beyond the Second Extension Term. Upon the commencement of the Second Extension Term, any reference to the “Lease Term,” the “term of this Lease” or any similar expression shall be deemed to include the Second Extension Term and the expiration of the Second Extension Term shall become the expiration date of the Lease. Any termination, cancellation or surrender of the entire interest of Lessee under the Lease (as amended hereby) at any time during the Lease Term shall terminate any right of extension of Lessee hereunder.

Second Extension Term. (A) Second Extension Term. Lessee shall have the right Borrowers’ option to extend the Lease Term Maturity Date for all of the Demised Premises for one (1) additional extension term of five (5) years (the “Second Extension Term,” and with the option hereunder referred to as the “Second Extension Option”). The Second Extension Term, if exercised, shall commence on November 1, 2015 (the “Second Extension Term Commencement Date”) and expire on October 31, 2020, unless the Second Extension Term shall sooner terminate pursuant be subject to any the following conditions being satisfied by Borrowers at their sole expense to the satisfaction of Administrative Agent and the Required Lenders: (a) Borrowers shall have delivered to Administrative Agent a written notice of Borrowers’ election to so extend the Maturity Date no later than thirty (30) days, but no earlier than ninety (90) days, prior to the last day of the terms First Extension Term; (b) No Default shall have occurred and then be continuing as of (i) the date of Borrowers’ notice of election to extend the Maturity Date or (ii) the last day of the Lease First Extension Term; (as amended herebyc) The Marriott Agreements (other than any that shall have expired by its terms or otherwise. The Second Extension Term shall commence only if Lessee notifies Lessor been terminated in writing (an “Extension Notice”) of Lessee’s exercise of the Second Extension Option not earlier than May 1, 2014 nor later than August 1, 2014. The Second Extension Term shall be upon all of the agreements, terms, covenants and conditions of the Lease (as amended hereby), except that (x) the Monthly Rent for the Second Extension Term (the “Second Extension Term Monthly Rent”accordance with this Agreement) shall be determined in full force and effect as provided of the last day of the First Extension Term, and Hotel Owner and Operating Lessee shall certify to Administrative Agent that neither is in Section 9(Cdefault under the Marriott Agreements; (d) hereunderBorrowers shall have delivered to Administrative Agent an estoppel certificate from the Condominium Association certifying to Administrative Agent if permitted under the Condominium Documents, or if not, to Borrowers, that Borrowers and Operating Lessee are current in all Common Charges and no other sums are outstanding from Borrowers to the Condominium Association; (ye) All representations and warranties made by Borrowers, Operating Lessee and Guarantor in the Demised Premises Loan Documents (and any certificate, document or financial or any other statement furnished pursuant to or in connection therewith) shall be true and correct in all material respects on and as of the last day of the First Extension Term with the same force and effect as if made on and as of such date (or if not, no such failure shall be on account of facts that constitute or have a Material Adverse Effect or that constitute a Default; (f) The Extension Term Debt Service Coverage Ratio shall not be less than 1.25 to 1.0; provided, however, Borrowers shall be deemed to consist have satisfied the condition in this clause if, on or prior to the Initial Maturity Date, Borrowers (i) make a prepayment of 39,624 rentable square feet the Loan in accordance with Section 1.8(c) in an amount equal to such amount as would cause the Extension Term Debt Service Coverage Ratio, recalculated taking into account the outstanding principal amount of the Loan immediately upon giving effect to said prepayment, to be not less than 1.25 to 1.0 and (i.e.ii) pay all sums, and takes all other actions, required pursuant to Section 1.8(c) in connection with such prepayment; (g) The ratio of the outstanding principal amount of the Loan as reof the last day of the First Extension Term giving effect to the “as-measured under BOMAis” appraised value of the Property set forth in the then-most recent Appraisal (performed by an independent appraiser engaged directly by Administrative Agent) shall be no greater than 0.5 to 1.0; provided, however, Borrowers shall be deemed to have satisfied the condition in this clause if, on or prior to the last day of the First Extension Term, Borrowers (i) makes a prepayment of the Loan in accordance with Section 1.8(c) in an amount equal to such amount as would cause said ratio, recalculated taking into account the outstanding principal amount of the Loan immediately upon giving effect to said prepayment, to be not less than 0.5 to 1.0 and (ii) pay all sums, and takes all other actions, required pursuant to Section 1.8(c) in connection with such prepayment; (h) If any PIP Letter of Credit remains outstanding and is not an evergreen letter of credit (provided that the termination date of such evergreen letter of credit is at least thirty (30) days after the last day of the First Extension Term), and (z) Lessee Borrowers shall have no further right delivered to extend Administrative Agent an amendment to such PIP Letter of Credit in form and content acceptable to Administrative Agent extending the Lease Term beyond term thereof to a date that is thirty (30) days after the Second Extension Term. Upon the commencement last day of the Second Extension Term; (i) At the option of Administrative Agent, any reference Borrowers shall, in connection with the extension of the Maturity Date, Borrowers shall, on or before the last day of the First Extension Term, (i) obtain an Interest Rate Protection Agreement that complies with the terms and conditions of Exhibit “J” and is entered into with (y) Administrative Agent (or its affiliate) or (z) another Counterparty which meets the Minimum Counterparty Credit Rating, and (ii) deliver to Administrative Agent an Assignment of Interest Rate Protection Agreement (in the form attached to such Exhibit “J”) and a legal opinion, in form and substance reasonably satisfactory to Administrative Agent, governing the due authorization, execution, delivery and enforceability of such Assignment of Interest Rate Protection Agreement with respect to the “Lease Term,” Counterparty; provided, however that, where Administrative Agent is the “term of this Lease” or any similar expression Counterparty, no opinion regarding the due authorization, execution and delivery by Counterparty shall be deemed required; (j) Borrowers shall have paid the Extension Fee to include Administrative Agent for the Second Extension Term and benefit of Lenders on or prior to the expiration last day of the Second First Extension Term Term; (k) On the Initial Maturity Date, Borrowers shall become have delivered to Administrative Agent a certificate of a duly authorized officer of Borrowers, reasonably satisfactory to Administrative Agent, certifying as to the expiration date matters set forth in the foregoing clauses (a) through (j), certificates of duly authorized officers of Operating Lessee and Guarantor certifying as to their representations and warranties as provided in the foregoing clause (e) and any other certificates, instruments and other documents reasonably required by Administrative Agent to evidence satisfaction of the Lease. Any termination, cancellation conditions in this Section 1.17.2; and (l) Borrowers shall have paid to Administrative Agent all reasonable costs and expenses incurred by Administrative Agent and Lenders in connection with such extension on or surrender prior to the last day of the entire interest of Lessee under the Lease (as amended hereby) at any time during the Lease Term shall terminate any right of extension of Lessee hereunderFirst Extension Term.

Second Extension Term. (A) Second Extension Term. Lessee Subject to the terms and conditions of this Section 10, Sublessee shall have the right to extend the Lease Term for all of this Sublease through the balance of the Demised Premises for one (1) additional extension term of five (5) years the Master Lease, which expiration date Sublessor hereby represents is November 13, 2010 (the “"Second Extension Term,” and with the option hereunder referred to as the “Second Extension Option”"). The Second Extension Term, if exercised, shall commence on November 1, 2015 (together with the “Second First Extension Term Commencement Date”) and expire on October 31, 2020, unless the Second Extension Term shall sooner terminate pursuant to any of the terms of the Lease (as amended hereby) or otherwise. The Second Extension Term shall commence only if Lessee notifies Lessor in writing (an “Extension Notice”) of Lessee’s exercise of the Second Extension Option not earlier than May 1, 2014 nor later than August 1, 2014. The Second Extension Initial Term shall be upon all of referred to as the agreements, terms, covenants and conditions of "Term" if: (i) Sublessee has exercised the Lease (as amended hereby), except that (x) the Monthly Rent for the Second Extension Term (the “Second Extension Term Monthly Rent”) shall be determined as provided in Section 9(C) hereunder, (y) the Demised Premises shall be deemed to consist of 39,624 rentable square feet (i.e., as re-measured under BOMA), and (z) Lessee shall have no further right to extend the Lease Initial Term for the First Extension Term pursuant to Section 10(a); (ii) Sublessor receives notice of exercise ("Second Renewal Notice") not later than the date that is nine (9) months prior to the Expiration Date as amended by Section 10(a); (iii) Sublessee is not in default under this Sublease beyond any applicable cure periods at the time that Sublessee delivers its Second Extension Term. Upon Renewal Notice and at the commencement of the Second Extension Term, any reference ; and (iv) This Sublease has not been assigned by Sublessee and not more than seventy-five percent (75%) of the Premises has been further sublet by Sublessee prior to the “Lease Term,” date upon which Sublessee delivers its Second Renewal Notice. Base Rent during the “term of this Lease” or any similar expression shall be deemed to include the Second Extension Term and the expiration first year of the Second Extension Term shall become be the expiration date greater of (i) 103% of the LeaseBase Rent during the immediately preceding year or (ii) fair market rent. Any termination, cancellation or surrender Commencing on the first anniversary of the entire interest Second Extension Term, and annually thereafter, Base Rent shall be increased to equal 103% of Lessee under the Lease (as amended hereby) at any time Base Rent during the Lease immediately preceding year. Base Rent and Additional Rent for the Second Extension Term shall terminate be payable on the same terms as such items are payable under this Sublease during the Initial Term and First Extension Term. For purposes hereof, "fair market rent" shall mean the effective base rental rates (including periodic adjustments to such base rental rates) then being received for premises of similar size and quality to the Premises, located in industrial parks in the South San Francisco area which are similar in size and quality to the Project, leased for terms of approximately equal length to the Term, and otherwise subject to leases containing substantially similar terms as those contained in this Sublease. Notwithstanding the foregoing, "fair market rent" shall not include any right of extension of Lessee hereunderrental value attributable to improvements, alterations, fixtures, equipment, and personal property installed in the Premises at Sublessee's expense.

Second Extension Term. (A) Second Extension Term. Lessee Subject to the terms and conditions of this Section 10, Sublessee shall have the right to extend the Lease Term for all of this Sublease through the balance of the Demised Premises for one (1) additional extension term of five (5) years the Master Lease, which expiration date Sublessor hereby represents is November 13, 2010 (the “"Second Extension Term,” and with the option hereunder referred to as the “Second Extension Option”"). The Second Extension Term, if exercised, shall commence on November 1, 2015 (together with the “Second First Extension Term Commencement Date”) and expire on October 31, 2020, unless the Second Extension Term shall sooner terminate pursuant to any of the terms of the Lease (as amended hereby) or otherwise. The Second Extension Term shall commence only if Lessee notifies Lessor in writing (an “Extension Notice”) of Lessee’s exercise of the Second Extension Option not earlier than May 1, 2014 nor later than August 1, 2014. The Second Extension Initial Term shall be upon all of referred to as the agreements, terms, covenants and conditions of "Term" if: (i) Sublessee has exercised the Lease (as amended hereby), except that (x) the Monthly Rent for the Second Extension Term (the “Second Extension Term Monthly Rent”) shall be determined as provided in Section 9(C) hereunder, (y) the Demised Premises shall be deemed to consist of 39,624 rentable square feet (i.e., as re-measured under BOMA), and (z) Lessee shall have no further right to extend the Lease Initial Term for the First Extension Term pursuant to Section 10(a); ------------------ [*] Confidential treatment requested. Redacted (ii) Sublessor receives notice of exercise ("Second Renewal Notice") not later than the date that is nine (9) months prior to the Expiration Date as amended by Section 10(a); (iii) Sublessee is not in default under this Sublease beyond any applicable cure periods at the time that Sublessee delivers its Second Extension Term. Upon Renewal Notice and at the commencement of the Second Extension Term, any reference ; and (iv) This Sublease has not been assigned by Sublessee and not more than seventy-five percent (75%) of the Premises has been further sublet by Sublessee prior to the “Lease Term,” date upon which Sublessee delivers its Second Renewal Notice. Base Rent during the “term of this Lease” or any similar expression shall be deemed to include the Second Extension Term and the expiration first year of the Second Extension Term shall become be the expiration date greater of (i) [*] of the LeaseBase Rent during the immediately preceding year or (ii) fair market rent. Any termination, cancellation or surrender Commencing on the first anniversary of the entire interest Second Extension Term, and annually thereafter, Base Rent shall be increased to equal [*]% of Lessee under the Lease (as amended hereby) at any time Base Rent during the Lease immediately preceding year. Base Rent and Additional Rent for the Second Extension Term shall terminate be payable on the same terms as such items are payable under this Sublease during the Initial Term and First Extension Term. For purposes hereof, "fair market rent" shall mean the effective base rental rates (including periodic adjustments to such base rental rates) then being received for premises of similar size and quality to the Premises, located in industrial parks in the South San Francisco area which are similar in size and quality to the Project, leased for terms of approximately equal length to the Term, and otherwise subject to leases containing substantially similar terms as those contained in this Sublease. Notwithstanding the foregoing, "fair market rent" shall not include any right of extension of Lessee hereunderrental value attributable to improvements, alterations, fixtures, equipment, and personal property installed in the Premises at Sublessee's expense.

Second Extension Term. (A) Second Extension Term. Lessee 20.1 Provided the Lease is then in full force and effect and further provided that Tenant is not then in default, beyond the expiration of any applicable grace periods, under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed, Tenant shall have the right option to extend this Lease and the Lease Term for all of a second extended term (the Demised Premises for one (1"Second Extension Term") additional extension term of five (5) years (commencing on the “Second Extension Term,” and with date next following the option hereunder referred to as last day of the “Second Extension Option”). The Second Extension Term, if exercised, shall commence on November 1, 2015 (the “Second First Extension Term Commencement Date”) and expire on October 31, 2020ending, unless the Second Extension Term shall sooner terminate terminated pursuant to any of the terms of the Lease (as amended hereby) or otherwise. The Second Extension Term shall commence only if Lessee notifies Lessor in writing (an “Extension Notice”) of Lessee’s exercise of the Second Extension Option not earlier than May 1, 2014 nor later than August 1, 2014. The Second Extension Term shall be upon all of the agreements, terms, covenants and or conditions of the Lease or pursuant to law, on the day immediately preceding the fifth (as amended hereby), except that (x5th) the Monthly Rent for the Second Extension Term (the “Second Extension Term Monthly Rent”) shall be determined as provided in Section 9(C) hereunder, (y) the Demised Premises shall be deemed to consist anniversary of 39,624 rentable square feet (i.e., as re-measured under BOMA), and (z) Lessee shall have no further right to extend the Lease Term beyond the Second Extension Term. Upon the commencement date of the Second Extension Term, any reference such option to be exercisable only by written notice given by Tenant to Landlord at least nine (9) months prior to the “expiration of the First Extension Term. 20.2 If Tenant exercises such option in accordance with the provisions and limitations of this Article, this Lease and the Lease Term shall be extended for such term upon all of the then applicable terms, covenants and conditions contained in this Lease, except that the Base Rent for the entire Second Extension Term shall be at an annual rate determined as set forth below, it being understood that Base Rent shall be payable in equal monthly installments, in advance, just as in the case of the Original Lease Term,” . The Base Rent for the “Extension Term shall be at the greater of (i) the Base Rent at the end of the First Extension Term or (ii) ninety-five percent (95%) of the then fair rental value for the Leased Premises for the Second Extension Term, to be determined as follows: Landlord shall provide Tenant with Landlord's written designation of what it believes ninety-five percent (95%) of the fair rental value to be, indicating the Base Rent to be charged for the Second Extension Term, such written designation to be sent to Tenant within thirty (30) days after receipt by Landlord of notice of Tenant's exercise of its option with respect to the Second Extension Term. If Tenant disagrees with Landlord's designation and if the parties are otherwise unable to agree upon ninety-five percent (95%) of the fair rental value of the Leased Premises for the Extension Term, then Tenant may initiate the following arbitration process to determine ninety-five percent (95%) of fair rental value ("Market Rent") by sending written notice thereof to Landlord within thirty (30) days after receipt of Landlord's written designation as to Market Rent. If Tenant fails to initiate this arbitration process as aforesaid, time being of the essence, then Landlord's designation of Market Rent (as set forth in Landlord's notice) shall be conclusive. In order to be effective Tenant's notice to Landlord initiating the arbitration process shall specify the name and address of the person designated to act as an appraiser on its behalf. Within fourteen (14) days after the designation of Tenant's appraiser, Landlord shall give notice to Tenant specifying the name and address of the person designated to act as an appraiser on its behalf. If Landlord fails to notify Tenant of the appointment of its appraiser within the time above specified, then the appointment of the second appraiser shall be made in the same manner as hereinafter provided for the appointment of a third appraiser in a case where two appraisers are appointed hereunder and the parties are unable to agree upon such appointment. The two appraisers so chosen shall meet within ten (10) days after the second appraiser is appointed, and if, within fifteen (15) days after the second appraiser is appointed, the two appraisers shall not agree upon a determination, they shall together appoint a third appraiser. In the event of their being unable to agree upon such appointment within fifteen (15) days after the appointment of the second appraiser, the third appraiser shall be selected by the parties themselves if they can agree thereon with a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any organization successor thereto) in accordance with its rules then prevailing. Each party shall pay the fees and expenses of the one of the two original appraisers appointed by or for such party, and the fees and expenses of the third appraiser and all other expenses (not including the attorneys fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally. If a third appraiser is chosen as provided above, then such the three appraisers shall collectively determine the Market Rent as provided in the last paragraph of this Section and render a written certified report of their determination to both Landlord and Tenant within fifteen (15) days after appointment of the third appraiser if such third appraiser is appointed pursuant to this Section. Each of the appraisers selected as herein provided shall be real estate brokers or appraisers and have at least ten (10) years experience in the leasing and renting of office space in first class office buildings in Middlesex County. In addition, the third appraiser (if any) shall be an independent party not affiliated in any way with either Landlord or Tenant. Each of the three appraisers shall indicate his view of ninety-five percent (95%) of the fair rental value. The number furthest from the middle number shall be disregarded and the remaining two numbers shall be averaged. The resulting average shall be deemed to be ninety-five percent (95%) of the fair rental value for purposes of this paragraph. If the middle number is equidistant from the two other numbers, the middle number shall be deemed to be ninety-five percent (95%) of the fair rental value for the purposes of this paragraph. Tenant may cancel its exercise of this option to extend the term of this Lease” or , if Tenant is dissatisfied with the determination of Market Rent through the foregoing arbitration process. In order to cancel its exercise of this option as aforesaid, Tenant must send written notice to Landlord within seven (7) days after the determination by the appraisers of Market Rent, and in such notice Tenant must state that it is so canceling its exercise of this extension option. 20.3 Time is of the essence with respect to the exercise of the option contained herein. Tenant shall not have the right to give any similar expression shall be deemed to include the Second Extension Term and notice exercising such option after the expiration of the Second Extension Term applicable time limitation set forth herein, and any notice given after such time limitation purporting to exercise such option shall become the expiration date be void and of the Lease. Any termination, cancellation no force or surrender of the entire interest of Lessee under the Lease (as amended hereby) at any time during the Lease Term shall terminate any right of extension of Lessee hereundereffect.