Common use of Renewal Options Clause in Contracts

Renewal Options. Lessee shall have the right to extend this Lease with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration of the Basic Term or a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for herein.

Renewal Options. Lessee Tenant shall have two (2) consecutive options (the "Renewal Options") to extend the Lease Term for consecutive periods of five (5) years each (the "First and Second Renewal Periods" respectively). The rental rate for each Renewal Period shall be equal to the prevailing market rent for properties similar to the Building in quality, size, location and use in Miami Florida on the date of the exercise of the Renewal Option, taking into account size and location of the Premises, any rent concessions, moving concessions, tenant allowances, and brokerage commissions prevailing in the market at such time, as well as Tenant's creditworthiness, length of the term, and extent of services provided or to be provided. Tenant shall exercise its option rights not later than one hundred eighty (180) days before the expiration date of the then current Lease Term. Landlord shall provide Tenant with its determination of the prevailing market rent within ten (10) days after receipt of Tenant's notice to exercise its Renewal Option. Tenant shall have twenty (20) days after receipt of Landlord's notice in which to notify Landlord of any objection thereto. In the event Tenant notifies Landlord of its objection to `the computation of such rental rate, then the parties shall negotiate in good faith for a period not to exceed thirty (30) days in order to come to agreement thereon. In the event the parties are unable to agree upon such rate within' such thirty (30) day period, then Tenant shall have the right right, via written notice to extend this Lease with respect Landlord within 10 days thereafter, to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration either revoke its exercise of the Basic Term Renewal Option or a Renewal Termto have the matter submitted to arbitration as follows: Each party shall select at its sole cost and expense, as within ten (10) days thereafter, an arbitrator with at least five (5) years of experience in the case may be. During any such Renewal Term, (a) valuation of office buildings in the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal TermMiami area. Each such option to renew arbitrator shall submit its valuation of the prevailing market rental rate in accordance herewith within ten (10) days after selection, and if the valuations are within ten percent (10%) of each other, then the valuations shall be exercised upon written revocable notice from Lessee averaged together to Lessor given not less than 300 days prior to (i) arrive at the Lease Expiry Date or (ii) the last day prevailing market rent of the Renewal Term Premises. In the event the valuations have a disparity greater than ten percent (10%), then in effectthe arbitrators shall select a third arbitrator, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor who shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term submit his/her valuation in accordance with the second sentence of this Section foregoing within ten (including 10) days after selection. The two valuations which are the determination closest to each other shall then be averaged together to arrive at the prevailing market rate. The cost of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease third arbitrator shall be extended for shared by the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinparties.

Renewal Options. Lessee If there is no then existing event of default by Tenant under the terms of this Lease, Tenant may extend the Lease Term by five (5) years ("Renewal Term") by giving written notice to Landlord ("Renewal Notice") at least 12 months prior to the termination of the original Lease Term. If Tenant exercises its option to renew this Lease for five (5) years, the Base Rental Rate for the five (5) year renewal period shall be an agreed upon amount greater than or equal to $13.00 per annum, per square foot of Rentable Floor Area of Demised Premises but less than or equal to $16.00 per annum, per square foot of Rentable Floor Area of Demised Premises. If Landlord and Tenant cannot agree by the end of the first month of the tenth Lease Year on the amount of Base Rental Rate for the Renewal Term, Tenant may give Landlord written notice by the end of the second month of the tenth Lease Year that it accepts a Base Rental Rate of $16.00 per annum, per square foot of Rentable Floor Area of Demises Premises. If Landlord and Tenant do not agree on the Base Rental Rate and Tenant fails to timely give such notice, the Renewal Option shall be deemed terminated. In the event of the exercise of the Renewal Option, Landlord will provide a "Construction Allowance" equal to $5.00 per square foot of Rentable Floor Area of Demised Premises. Such Construction Allowance shall be administered in a manner consistent with Exhibit "D" of this Lease (but Landlord shall have no obligation to perform the right work described in Paragraph 3(b) of Exhibit "D-1") and Tenant may also receive reimbursement from such Construction Allowance (upon presentation of valid, paid invoices) for permanent leasehold improvements constructed by Tenant in the Demised Premises at any time from and after the beginning of the eighth Lease Year. Landlord shall not be required to extend this Lease undertake any work other than work to be paid for from such Construction Allowance remaining after the above reimbursements to Tenant or paid for by Tenant. Tenant agrees to pay landlord's construction management fees in the same percentage amount set forth in Exhibit "D" with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration renewal work. The other terms of the Basic Term or a Renewal Term, as Lease will remain unchanged during the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such Tenant's option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice under the terms and conditions described herein for the entire Demised Premises, including Expansion Space and First Offer Space. Tenant shall not have an option to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day Term only for a portion of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinDemised Premises.

Renewal Options. Lessee shall have the right (a) Tenant is hereby granted two (2) successive option(s) to extend renew this Lease with respect for a Renewal Term of five (5) years each, subject to the Aircraft for two successive periods having a duration terms of two years each this Paragraph 24. In the event that Tenant desires to renew this Lease, it shall give notice in writing to Landlord of its intention to renew the Lease at least twelve (each such period being hereinafter referred 12) months prior to as a “Renewal Term”), each commencing the Expiration Date and at least twelve (12) months prior to the expiration of the Basic Term or a (first) Renewal Term, as the case may be. During any each of the Renewal Terms, Tenant shall lease the Demised Premises in its "AS IS" condition and all of the terms and conditions of this Lease shall otherwise remain in effect during each of the Renewal Terms, except that the annual Fixed Rent payable during each of the Renewal Terms shall be the annual fair market renewal rental value of the Demised Premises based on a comparison of the rents and accrued escalations then being paid by tenants renewing leases for comparable space in the competitive market area of the Demised Premises, excluding from consideration rent concessions made to tenants leasing space initially, but taking into consideration the designation of the Initial Year for Operating Expense and Real Estate Tax purposes, rent concessions made to tenants renewing leases and the fact that Tenant is leasing the Demised Premises "As Is" ("Fair Market Renewal Rent"); provided, however, that in no event shall the annual Fixed Rent be less than the annual Fixed Rent payable during the year proceeding the first year of each such Renewal Term. In the event the Fixed Rent to be paid during either Renewal Term increases over the amount paid during the year preceding the first year of each such Renewal Term, (a) Landlord may, at its sole option, require Tenant to pay, on or before the monthly Basic Rent commencement of the applicable Renewal Term, a proportionate increase in the Security Deposit, if any. During any Renewal Term, the Initial Year Operating Expenses and Initial Year Real Estate Taxes shall be the monthly equivalent of calendar year in which the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinrenewal occurs.

Renewal Options. Lessee shall have the right to extend this Lease with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration of the Basic Term or a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for herein.. CT1001520_LA1_AAL_A320Family_EXECUTION LA1 - Lease Agreement [Lease Agreement ([Year] MSN [MSN])]

Renewal Options. Lessee Provided Tenant is not in default in payment of Rent at the time of exercise or at the time of commencement of any of the renewal options referred to herein, Tenant shall have the right three (3) five (5) year options to extend this the Term of the Lease with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at after the expiration of the Basic original Term. To exercise each of the options, Tenant must give Landlord written notice of its intention to exercise the option not less than twelve (12) months prior to the expiration of the original Term of the Lease or the applicable renewal Term. If Tenant fails to give twelve (12) months notice of its intention to exercise the option, and if Landlord has not committed the space to another prospect as evidenced by a signed Letter of Intent for the Demised Premises or a Renewal portion thereof, Tenant shall be entitled to elect to exercise the option on or before that day which is nine (9) months prior to the expiration of the original Term of the Lease or the then applicable renewal Term. If Tenant elects to exercise any of its renewal options pursuant to the terms of this Paragraph, as the case may be. During per square foot rental for each renewal Term for the Demised Premises and any such Renewal Term, (a) the monthly Basic Rent Additional Space during each renewal Term shall be the monthly equivalent Fair Market per square foot rental rate (including any Fair Market improvement allowance) at the time of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term applicable renewal determined in accordance with the second sentence provisions of this Section (including Exhibit III", provided, however, that in no event shall the determination of Rent for the applicable Fair Market Rental Value of the Aircraft first renewal Term be higher than $25.00 per square foot, plus any Excess Operating Expenses to be paid by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior Tenant as Additional Rent pursuant to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the LeaseParagraph 5. If no Event Tenant fails to give notice as required herein of Default its exercise of any renewal option, then such option and all subsequent options shall have occurred terminate and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in no further force and effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for herein.

Renewal Options. At the end of the Base Lease Term and any Renewal Term (other than any Renewal Term ending four years after the end of the Base Lease Term), so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5) has occurred and is continuing, Lessee shall have the right option to extend renew this Lease with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration of the Basic Term or a Renewal Term. In order to exercise the option to renew, as Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the case may be. During any commencement of the applicable Renewal Term (which notice shall be irrevocable and shall specify the length of such Renewal Term, (a) the monthly Basic ). Renewal Rent shall be payable in arrears for each Lease Period occurring during any Renewal Term. The Renewal Rent payable for any Renewal Term hereunder shall be the monthly equivalent of the Fair Market Rental Value fair market rental value of the Aircraft and (bas defined below) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value calculated as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end commencement of such Renewal Term. Each such option to renew Such fair market rental value shall be exercised upon written revocable notice from Lessee to Lessor given determined not less later than 300 days three months prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period commencement of such Renewal Term at by mutual consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the Basic Rent third appraiser chosen by the mutual consent of the first two appraisers and paid for equally by Owner Participant and Lessee, the appraisals of which three appraisers shall be averaged and such average shall be deemed to be the fair market rental value of the Aircraft for all purposes hereof; provided, however, that if the appraisal of one appraiser is more disparate from the average of all three appraisals than each of the other two SALE AND LEASE AGREEMENT [N397SW] -56- 63 appraisals, then the appraisal of such appraiser shall be excluded, the remaining appraisals shall be averaged and such average shall be deemed to be the fair market rental value of the Aircraft for all purposes hereof. If either Owner Participant or Lessee shall fail to appoint an appraiser by the date which is two months prior to the commencement of such Renewal Term or if such two appraisers cannot agree on the amount of such appraisal and fail to appoint a third appraiser by the date which is one month before the commencement of such Renewal Term, then either Owner Participant or Lessee may apply to any court having jurisdiction (including, without limitation, the courts referred to in Section 13(b) of the Participation Agreement) to make such appointment. For purposes of this Section 18.1, fair market rental value shall be the cash rental obtainable in an arm's-length lease between an informed and willing lessee (under no compulsion to lease) and an informed and willing lessor (under no compulsion to lease) and shall be determined on the assumptions that the Aircraft is in the United States of America, available for use by Lessee, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with and subject to the terms and requirements of this Lease. Stipulated Loss Value amounts that are payable during any such Renewal Term shall be calculated pursuant as of the date of commencement of such Renewal Term and shall be determined in the same manner referred to the preceding sentence, and otherwise above based on the same conditions provided for hereinfair market sales value of the Aircraft on such date determined in accordance with Section 18.2(a).

Renewal Options. Lessee 25.01 Tenant shall have the option (the "First Renewal Option") to extend the term of this Lease for an additional period ("First Renewal Term") of ten (10) years commencing on the day immediately succeeding the Expiration Date, and terminating on the tenth anniversary of the Expiration Date. The First Renewal option must be exercised by written notice ("First Renewal Notice") sent by Tenant to Landlord by certified or registered mail, return receipt requested, not later than eighteen (18) months prior to the Expiration Date. Any termination, cancellation or surrender of Tenant's interest in this Lease during the original term hereof shall terminate Tenant's right to extend exercise the First Renewal Option. Tenant's right to exercise the First Renewal Option shall not apply upon the occurrence and/or during the continuance of an Event of Default on the part of Tenant hereunder. Upon delivery of the First Renewal Notice by Tenant in accordance with the terms hereof, this Lease shall thereupon be deemed renewed for the First Renewal Term with the same force and effect as if the First Renewal Term had originally been included in the term of this Lease, and this Lease, as extended, shall be upon the same terms, covenants and conditions as are contained herein, except that (i) the amount of Fixed Rent payable during the First Renewal Term (with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”)entire Demised Premises, each commencing at the expiration inclusive of the Basic Term or a Renewal Term, as Additional Space) shall be equal to the case may be. During any such Renewal Term, higher of (a) the monthly Basic Rent shall be the monthly equivalent amount determined by mutual agreement of the Fair Market Rental Value parties hereto at least four (4) months prior to the commencement of the Aircraft First Renewal Term or by appraisal as hereinafter provided and (b) the monthly Stipulated Loss Value amounts amount of Fixed Rent (inclusive of rent payable for all Additional Space) payable during the last year of the original term of this Lease (the "Prior Fixed Rent"), and shall be the Stipulated Loss Value payable as of the last day of the Basic Term provided below and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day number of renewal terms shall be reduced from two (2) to one (1), which remaining renewal term is described and defined below as the "Second Renewal Term". In addition, any default or Event of Default that has occurred and that shall be continuing as of the expiration of the original term of this Lease shall continue to constitute a default or Event of Default upon the commencement of the First Renewal Term. If the parties hereto fail to agree upon the amount of Fixed Rent payable during the First Renewal Term then in effect(with respect to the entire Demised Premises, as inclusive of the case may be. Within 30 days Additional Space) at least four (4) months prior to the expiration of Lessee’s delivery the original term of such revocable notice to Lessorthis Lease, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor the Fixed Rent shall calculate be the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term amount determined by appraisal in accordance with the second sentence provisions of Section 25.04 hereof to be the fair market rental value of the Demised Premises (inclusive of the Additional Space), such fair market rental value to be determined on the basis of (a) the use being made of the Demised Premises at the date hereof or (b) the use being made of the Demised Premises immediately prior to the expiration of the original term of this Section Lease, whichever yields the higher value, and considering the terms and conditions of this Lease; provided, however, that in no event shall the Fixed Rent during the First Renewal Term be less than the Prior Fixed Rent. The amount of Rent payable during the First Renewal Term shall thereafter be increased after the expiration of five (including 5) lease years from and after the determination date of the applicable Fair Market Rental Value commencement of the Aircraft First Renewal Term, by mutual agreement or Independent Appraisal)the CPI Adjustment; provided, and promptly following however, that for purposes of making such calculation (but in any event no later than the date that is 270 days prior Base Year shall be deemed to (i) the Lease Expiry Date or (ii) be the last day lease year of the Renewal Term original term and such adjustment shall be made with reference to the then in effect, as expiring lease year (which new Rent shall be payable on an annual basis for the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day remaining five (5) lease year period until expiration of the First Renewal Term then in effect, as Term). In no event shall the case may be, then this Lease shall Fixed Rent be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated reduced pursuant to the preceding sentenceprovisions of this paragraph. Upon Tenant's exercise of its option to extend the term of this Lease for the First Renewal Term, Landlord and otherwise on Tenant, upon demand by either party, shall execute and deliver an instrument in recordable form, setting forth the same conditions provided for hereinnew expiration date of the term of this Lease.

Renewal Options. Lessee If no uncured Default then exists, Tenant shall (subject to the provisions of SECTION 10.11) have the right option ("RENEWAL OPTION") to extend this Lease with respect to the Aircraft for two successive periods having a duration (2) additional terms of two ten (10) years each (individually, a "RENEWAL TERM" and collectively, "RENEWAL TERMS") on the same terms and conditions as provided herein (including, without limitation, the payment by Tenant of all Impositions and other components of Rental) except for the amount of the Fixed Rent. Tenant shall exercise each such period being hereinafter referred of the Renewal Options by giving Landlord written notice (a "RENEWAL NOTICE") of its unconditional exercise of a Renewal Option not later than one year prior to as a “Renewal Term”), each commencing at the expiration of the Basic Term or the previous Renewal Term. Tenant's failure for any reason whatsoever, whether or not within Tenant's control, to timely deliver a Renewal Notice to Landlord shall constitute Tenant's irrevocable election not to exercise such Renewal Option and its irrevocable waiver and release thereof, and shall automatically and without any notice or any grace or cure period result in the permanent and complete expiration, lapsing and termination of such Renewal Option. The Fixed Rent payable for and in any Renewal Term shall be agreed to by the parties prior to commencement of the particular Renewal Term; provided, however, that if the parties are unable to reach agreement as to the case may be. During amount of such Fixed Rent, the parties shall submit the matter to binding arbitration pursuant to the provisions of SECTION 45.11, provided, however, that the amount of the annual Fixed Rent payable for and in any Renewal Term shall be equal to the sum of (i) that amount which, if paid annually throughout that particular Renewal Term (without regard to any further renewals or extensions), in equal monthly installments on the first day of each month of such Renewal Term, would be sufficient fully and completely to amortize the Total Construction Cost for any buildings, improvements, rehabilitation, renovation or other work (aif any) which Landlord performs, constructs or installs for or in connection with such Renewal ("NEW LANDLORD IMPROVEMENTS") and also to provide Landlord with a fair market return on its investment in or relating to such New Landlord Improvements, plus (ii) whichever of the monthly Basic following Tenant, in its discretion, specifies in its notice of exercise of such Option (and if Tenant fails to specify either of the following in its notice of election, then the annual Fixed Rent shall be that specified in the monthly equivalent following clause (A)): (A) 95% of the Fair Market Annual Rental Value Amount (defined hereinbelow) for the Premises (in their condition as in effect on the first day of the Aircraft and (bRenewal Term but without taking into consideration any New Landlord Improvements) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last first day of the Basic Renewal Term; or (B) for each year of the first five years of the Renewal Term an amount equal to 110% of the annual Fixed Rent as in effect on the day immediately preceding the commencement of such Renewal Term, and thereafter for each year of the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during second five years of such Renewal Term at a rate an amount equal to 110% of 3% per annum through the end annual Fixed Rent as in effect during the first five years of such Renewal Term. Each such option The decision of the arbitrators as to renew the amount of the annual Fixed Rent for any Renewal Term shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) final, conclusive and binding on the parties; provided, however, that Tenant may terminate the Lease Expiry Date or (ii) on the last day expiration of the Term (or the expiration of the first Renewal Term then in effectTerm, as if applicable) by giving Landlord written notice to the case may be. Within 30 days of Lessee’s delivery effect that Tenant objects to the amount of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic annual Fixed Rent and Stipulated Loss Value during such Renewal Term in accordance with has elected to terminate the second sentence of this Section (including the determination Lease as of the applicable Fair Market Rental Value end of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation Term (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Final Renewal Term then in effectTerm, as the case may be, then this Lease shall be extended for the additional period of if applicable); such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for herein.notice

Renewal Options. Lessee Provided Tenant has paid Landlord all Rent and other amounts owed under this Lease and is not otherwise in default of any obligation of Tenant hereunder, Tenant shall have the right to extend this Lease with respect to Renewal Options set forth in Section 1.01(g) (the Aircraft for two successive periods having a duration of two years each (each such period set forth therein being hereinafter referred to as a “Renewal TermTerm(s)”). Each Renewal Option shall be exercised, each commencing if at all, by Tenant giving written notice thereof to Landlord not less than one hundred eighty (180) days prior to the expiration end of the Basic Term or then current Renewal Term (e.g., the First Renewal Option shall be exercised by Tenant delivering notice to Landlord on or before November 1, 2016 and the Second Renewal Option shall be exercised by Tenant delivering notice to Landlord on or before November 1, 2021). In the event Tenant fails to deliver a notice of renewal by such date(s), Tenant’s right to renew for each Renewal Term, as Term shall continue for a period of ten (10) business days after Tenant’s receipt of written notice from Landlord advising Tenant of its failure to exercise the case may bethen applicable Renewal Option. During any In the event Tenant continues to fail to exercise such Renewal TermOption within the additional time period, (a) such Renewal Option and all successive Renewal Options, if any, shall terminate and be of no further force or effect. In the monthly Basic Rent event Tenant exercises either or both of its Renewal Options, the respective duties of Landlord and Tenant shall be the monthly equivalent same as provided in this lease for the initial Term, except that Base Rent during the Renewal Term(s) shall be as provided in Section 1.01(i), and nothing contained in this Lease shall be construed as providing Tenant with any additional Renewal Options beyond the periods provided for herein. In the event Tenant exercises either or both of its Renewal Options, the definition of “Term” shall automatically be amended to include such Renewal Terms. Tenant’s failure to exercise any Renewal Option shall cause all successive Renewal Options, if any, to be forfeited. Further, it is expressly acknowledged and agreed that all Renewal Options granted under this Lease are personal to the person or entity named as Tenant hereunder and that such Renewal Options shall terminate upon any assignment or subletting of Tenant’s interest hereunder and shall not inure to the benefit of any successor, assignee or subtenant of Tenant, except those approved in writing by Landlord and those expressly permitted pursuant to Section 9.01 below. In the event Tenant exercises the First Renewal Option, Tenant shall be entitled to a renovation allowance of $2.00 per square foot for Landlord-approved improvements to the Premises made in the first two (2) years of the First Renewal Term; provided, that such renovation allowance shall be taken into consideration when the Fair Market Rent determination is made with such amortized over the length of the First Renewal Term and passed through to Tenant on a yearly basis in the same amount that is capitalized or amortized in such year by Landlord. Landlord shall provide notice to Tenant of its determination of the Fair Market Rental Value within sixty (60) days after Tenant exercises its right to extend the Term. Within ten (10) days after receiving such determination (“Tenant’s Review Period”), Tenant shall irrevocably elect, in writing, to do one of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to following: (i) the Lease Expiry Date accept Landlord’s determination, or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lesseeobject to Landlord’s delivery of determination and with such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the objection set forth Tenant’s determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the LeaseRental. If no Event of Default Tenant so objects, Landlord and Tenant shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of use good faith to agree upon such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinFair Market Rental.

Renewal Options. The Lessee shall have the right to renew and extend the term of this Lease Agreement for the Renewal Terms as hereinafter provided, subject to the following terms and conditions: The Lessee may extend this Lease with respect to the Aircraft Agreement for two successive periods having a duration four (4) Renewal Terms of two five (5) years each by the Lessee giving the Lessor notice, in writing, of its intent to exercise such renewal option (each such period being hereinafter referred to as a “Renewal TermNotice”), each commencing at no less than six (6) months prior to the expiration of the Basic Lease Term or a the immediately preceding Renewal Term, as applicable. Such Renewal Term(s) shall commence immediately upon the case may be. During any such expiration of the Lease Term or the preceding Renewal Term, (a) and upon exercise of each renewal option the monthly Basic Rent shall be the monthly equivalent expiration date of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts term shall be the Stipulated Loss Value as of automatically become the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such applicable Renewal Term. Each The exercise by the Lessee of the renewal option(s) set forth herein must be made, if at all, by delivery of a Renewal Notice to the Lessor on or before the dates set forth-above. Once the Lessee has exercised any such option renewal option, the Lessee may not thereafter revoke the exercise of such option. At the Lessor’s election, the Lessee’s rights to renew Renewal Terms as provided under this Section shall terminate and be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to of no further force or effect if (i) an Event of Default exists under the Lease Expiry Date Agreement at the time the Lessee attempts to exercise its renewal option, or (ii) the last day Lessee defaults under any provision of the Lease Agreement after exercising its renewal option and such default continues beyond any applicable period provided in this Lease Agreement. Rent for each year under the Renewal Term then in effect, as Terms shall be at the case may be. Within 30 per square foot rate equal to the “Fair Market Rate.” The Fair Market Rate shall be agreed upon by Lessor and the Lessee within fifteen (15) calendar days of Lessee’s delivery of such revocable notice the date on which the Lessee exercised its renewal option. In the event the parties are unable to Lessortimely agree on the Fair Market Rate, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor the dispute shall calculate be resolved by arbitration pursuant to Article XII. Except as set forth herein, the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination leasing of the Expanded Campus for the Renewal Term(s) shall be upon the same terms and conditions as are applicable Fair Market Rental Value of for the Aircraft by mutual agreement or Independent Appraisalinitial term and any subsequent Renewal Term(s), and promptly following such calculation (but in any event no later than the date that is 270 days prior shall be upon and subject to (i) the Lease Expiry Date or (ii) the last day all of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event provisions of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinAgreement.

Renewal Options. Lessee shall have Provided that Tenant is not in default in any of the right to terms of this Lease, Tenant may extend the Term of this Lease with respect to and the Aircraft provisions hereof for two successive periods having a duration of (2) two years each (2) year renewal terms (each such period being hereinafter referred to as a “Renewal Term”), each commencing . Tenant may exercise the renewal options hereunder by notifying Landlord in writing at least six (6) months prior to the expiration of the Basic Term or then current Term. The Renewal Terms shall be on the same terms and conditions as herein, except that Base Rent shall be at ninety-five percent (95%) of the fair market rental rate. The fair market rental rate, with respect to a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be determined as follows. Within thirty (30) days after Tenant’s exercise of its option to extend, Landlord will propose to Tenant the monthly equivalent fair market rental rate. Within thirty (30) days thereafter, Tenant will either accept such determination (with no response on Tenant’s part during such period being deemed disagreement) or, if Tenant disagrees with such determination, Tenant will provide, in writing to Landlord, Tenant’s determination of the Fair Market Rental Value fair market rental rate. If, within thirty (30) days thereafter, the parties are not able to agree on the fair market rental rate, within twenty (20) days after such failure to agree, Landlord and Tenant shall together appoint a real property MAI appraiser to determine the fair market rental rate. If Landlord and Tenant are not able to agree upon the designation of the Aircraft and appraiser, then the appraiser will be appointed by the American Arbitration Association (bor its successor) from its qualified panel of arbitrators. Within forty-five (45) days after his appointment, the monthly Stipulated Loss Value amounts shall be appraiser will determine the Stipulated Loss Value as fair market rental value of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option Premises applicable to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then and shall choose whichever of the fair market rental values set forth in effectLandlord’s initial proposal or Tenant’s response is closer to such determination, as which shall, for all purposes hereunder, be deemed the case may befair market rental rate. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the The determination of the applicable Fair Market Rental Value appraiser shall be binding, final and conclusive on the parties. The fees and expenses of the Aircraft by mutual agreement or Independent Appraisal), appraiser and promptly following such calculation (but all costs incurred in any event no later than connection with the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day appointment of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred appraiser will be shared equally by Landlord and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinTenant.

Renewal Options. Lessee shall have Landlord hereby grants Tenant the right and option to extend renew this Lease with respect to the Aircraft for two (2) successive periods having a duration of two five (5) years each so long as Tenant is not in default hereunder beyond any applicable cure period and provided Tenant gives Landlord written notice of its election to renew not later than two hundred ten (each such period being hereinafter referred 210) days prior to as a “Renewal Term”), each commencing at the expiration of the Basic Term or a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the then current Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Leaseterm. If no Event such notice is given in a timely manner and if Tenant is not in default hereunder beyond any applicable grace or cure period, the term of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period renewal term so elected under the same terms and conditions herein set forth except that the base rental for such renewal term shall be at "market rate" (which is hereby defined as the same rental rate for which comparable premises within comparable buildings in the Metropolitan Columbia Market Area are then being leased), provided that in no event shall the rental during the renewal term (i) be less than the annual rental during the last year of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentenceLease term (the "minimum rental") or (ii) more than a five percent (5%) annual increase during each year of the renewal term over the annual base rental during the preceding Lease year (the "maximum rental"). If the parties are unable to agree upon market rate within thirty (30) days following Tenant's notice electing to exercise its option to renew, market rate shall be determined by arbitration by a three (3) broker panel consisting of one (1) broker appointed by Landlord, one (1) broker appointed by Tenant and the remaining broker appointed by the two (2) brokers so appointed. If the three (3) brokers are unable to agree upon market rate, each broker shall make his or 44 45 her own determination of market rate and the average of the three (3) determinations shall govern for purposes of determining market rate hereunder. Notwithstanding the foregoing, unless otherwise on agreed to by the same conditions provided for hereinparties in a written amendment to this Lease, the base rentals during the renewal term in question shall never be less than the minimum rentals nor more than the maximum rentals hereinabove specified.

Renewal Options. Lessee If, immediately prior to the expiration of the initial term of this Lease, this Lease shall be in force and effect and provided that Tenant, not less than six (6) months prior to the expiration of such term, shall have given to Landlord written notice of Tenant's desire to renew this Lease, the giving of such notice by Tenant shall be effective to renew this Lease and extend the term hereof as to the Premises and, without the necessity for execution of any further instrument by either party, for an additional two (2) lease terms of five (5) years each (the "Renewal Term(s)") from and after the expiration of said initial term. If Tenant exercises such initial renewal option, the Tenant shall have the right to extend this Lease with respect renew for another five (5) year period by giving notice six (6) months prior to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration of the Basic Term or a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such initial Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence The giving of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee second notice shall either deliver an irrevocable notice also be effective to renew the Lease and further extend the term without the necessity for execution of any further instruments by either party. The Renewal Term(s) shall be on the same covenants, agreements, terms, provisions and conditions as are contained herein for the initial term except Tenant shall have no further right to extend the term of this Lease after the second Renewal Term. Base Rent for each year during the entirety of such Renewal Term(s) on the premises shall, however, be at the "Renewal Rate" (as hereinafter defined). The "Renewal Rate" for purposes of calculating Base Rent payable during such Renewal Term(s) shall be the amount equal to 95% of the then prevailing Fair Market Rent. In no event shall the total rent during any year of any Renewal Term(s) be less than the total rent paid during the prior preceding year. Landlord and Tenant will negotiate in good faith to agree on such lease rent. Ninety (90) days preceding the date prescribed for exercise of any option to extend this Lease, Landlord agrees to furnish to Tenant the proposed Renewal Rate for the appropriate Renewal Term. Tenant's Notice period shall be shortened day for day for each day Landlord fails to provide Tenant its proposed Renewal Rate. Tenant shall approve or revoke its earlier revocable disapprove the Renewal Rate within 30 days after Tenant's receipt of Landlord's notice (Approval Period). If Tenant approves the Renewal Rate within the Approval Period (by notice to renew Landlord), the Leaseparties shall execute an agreement, in form reasonably satisfactory to both, modifying the Expiration Date, the Base Rent, the Monthly Installments of Base Rent and all other relevant matters. If no Event of Default shall have occurred and be continuing on Tenant fails to deliver the Lease Expiry Date extension notice as required herein or the last day of fails to approve the Renewal Term then in effect, as Rate within the case may beApproval Period (either by notice of disapproval or by failing to give any such notice), then this Lease option shall be extended for void, Tenant shall have no further option to extend the additional period Term and the Term shall terminate as provided in this Lease; provided, however, if Tenant disapproves the Renewal Rate, Tenant can avoid termination of such this option by giving Landlord notice (Appraisal Notice) within the Approval Period that Tenant elects to determine the Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for herein.Rate by appraisal. The appraisal shall be made as follows:

Renewal Options. Lessee If there is no uncured Event of Default hereunder, Tenant shall have the right to extend renew the Term of this Lease for two (2) additional periods of five (5) years each upon the same terms, conditions and provisions applicable to the primary term of this Lease (unless otherwise expressly provided herein), except that the annual Base Rental (which shall include a Riser Fee) for each additional term of five (5) years shall equal the product of the number of square feet of rentable area then contained in the Leased Premises multiplied by an amount equal to the then prevailing market base rental rate (including market riser fee rate) per rentable square foot per annum charged for comparable space in comparable buildings and with comparable use in the central business district of Dallas, Texas, as reasonably determined by Landlord (taking into account that the Base Operating Expenses Rate shall remain unchanged and Tenant pays for certain utilities and services directly as provided in this Lease). Tenant shall evidence its intent to exercise its right of renewal separately with respect to each renewal term by delivering to Landlord written notice ("Tenant's Renewal Notice") of Tenant's desire to renew the Aircraft for two successive periods having a duration Term of two years each this Lease as aforesaid at least six (each such period being hereinafter referred 6) months (but not more than twelve (12) months) prior to as a “Renewal Term”), each commencing at the expiration of the Basic then current Term or of this Lease. Within thirty (30) days following delivery of Tenant's Renewal Notice, Landlord shall deliver to Tenant a Renewal Term, as written notice ("Landlord's Notice") specifying the case may be. During any such Renewal Term, Base Rental rate (aincluding Riser Fee rate) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per rentable square foot per annum through for the end applicable additional term of such Renewal Termfive (5) years. Each such option to renew Tenant shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 have thirty (30) days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s following delivery of such revocable notice Landlord's Notice in which to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect notify Landlord of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence Tenant's exercise of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice its rights to renew the Lease Term hereof. Failure to notify Landlord within such period or revoke its earlier revocable notice to timely deliver Tenant's Renewal Notice shall automatically extinguish Tenant's rights to renew. Tenant shall have no right to renew the Lease. If no Event Term of Default shall have occurred and be continuing on this Lease following the Lease Expiry Date or the last day expiration of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period second renewal term of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for five (5) years detailed herein.

Renewal Options. At the end of the Base Lease Term and any Renewal Term (other than the fourth Floating Rate Renewal Term or any prior Floating Rate Renewal Term ending four years after the end of the Base Lease Term), so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5) has occurred and is continuing, Lessee shall have the right option to extend renew this Lease with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration of the Basic Term or a Renewal Term. In order to exercise the option to renew, as Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the case may be. During any commencement of the applicable Renewal Term (which notice shall be irrevocable and shall specify the length of such Renewal Term, (a) the monthly Basic ). Renewal Rent shall be payable in arrears for each Lease Period occurring during any Renewal Term. The Renewal Rent payable for any Floating Rate Renewal Term hereunder shall be the monthly equivalent of the Fair Market Rental Value fair market rental value of the Aircraft and (bas defined below) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value calculated as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end commencement of such Renewal Term. Each such option to renew Such fair market rental value shall be exercised upon written revocable notice from Lessee to Lessor given determined not less later than 300 days three months prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period commencement of such Renewal Term at by mutual SALE AND LEASE AGREEMENT [N605SW] -54- 61 consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the Basic Rent third appraiser chosen by the mutual consent of the first two appraisers and paid for equally by Owner Participant and Lessee, the appraisals of which three appraisers shall be averaged and such average shall be deemed to be the fair market rental value of the Aircraft for all purposes hereof; provided, however, that if the appraisal of one appraiser is more disparate from the average of all three appraisals than each of the other two appraisals, then the appraisal of such appraiser shall be excluded, the remaining appraisals shall be averaged and such average shall be deemed to be the fair market rental value of the Aircraft for all purposes hereof. If either Owner Participant or Lessee shall fail to appoint an appraiser by the date which is two months prior to the commencement of such Renewal Term or if such two appraisers cannot agree on the amount of such appraisal and fail to appoint a third appraiser by the date which is one month before the commencement of such Renewal Term, then either Owner Participant or Lessee may apply to any court having jurisdiction (including, without limitation, the courts referred to in Section 13(b) of the Participation Agreement) to make such appointment. For purposes of this Section 18.1, fair market rental value shall be the cash rental obtainable in an arm's-length lease between an informed and willing lessee (under no compulsion to lease) and an informed and willing lessor (under no compulsion to lease) and shall be determined on the assumptions that the Aircraft is in the United States of America, available for use by Lessee, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with and subject to the terms and requirements of this Lease. Stipulated Loss Value amounts that are payable during any such Renewal Term shall be calculated pursuant as of the date of commencement of such Renewal Term and shall be determined in the same manner referred to the preceding sentence, and otherwise above based on the same conditions provided for hereinfair market sales value of the Aircraft on such date determined in accordance with Section 18.2(a).

Renewal Options. Lessee shall have Provided Tenant is not then in default hereunder after the expiration of all applicable notice and cure periods, Landlord hereby grants Tenant the right to extend this renew the Lease with respect to of the Aircraft Additional Premises (including any Expansion Space leased by Tenant, as hereinafter set forth) for two successive periods having a duration (2) additional terms of two (5) five years each (each by giving Landlord written notice of Tenant's election to exercise such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration of the Basic Term or a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such renewal option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (ithe commencement of each renewal term. In the event said option(s) is exercised in a timely manner, the Lease Expiry Date or (ii) for the last day of the Renewal Term then in effectAdditional Premises and Expansion Space, as the case may be)if any, Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period renewal term as to which such notice is given, under the same terms and conditions as are set forth in this Agreement, except that the base rent shall be a rental rate equal to 100% of the then prevailing "Fair Market Rental Value", inclusive of a new Operating Costs base year reasonably and equitably based on the projected current building costs for similar space. Fair Market Rental Value shall mean rentals for comparable buildings of similar age, size, location and quality. Notwithstanding the forgoing, it is agreed that the triple net portion of the base rent for either of such Renewal Term at renewal terms shall not be less than 103% of the Basic Rent triple net portion of the base rental rate in effect immediately preceding the commencement of the renewal term in question, nor shall it be greater than 105% of the triple net portion of the base rental rate in effect immediately preceding the commencement of such renewal term, and Stipulated Loss Value amounts calculated pursuant to during each year of the renewal term(s), the base rental so determined shall be increased by 3% of the preceding sentenceyear's triple net rental rate. Notwithstanding any provisions hereof, and otherwise on Tenant shall have the same conditions right, provided Tenant complies with all of the provisions herein above set forth, to renew this Lease for hereineither the entire Additional Prcntises (including any Expansion Space) or for any one full floor or full portion of any such floor than occupied by Tenant in Building IX or Building X it total or the Additional Premises.

Renewal Options. Lessee shall have a. If Xxxxxx has not committed an Event of Default (as hereinafter defined) at any time during the right to extend Term, and Energy Recovery, Inc. (or a Permitted Transferee (as hereinafter defined) of Energy Recovery, Inc.) is occupying the entire Premises at the time of such election, Tenant may renew this Lease with respect to the Aircraft for two successive (2) additional periods having a duration of two five (5) years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at by delivering written notice of the exercise thereof to Landlord not later than twelve (12) months before the expiration of the Basic initial Term or the first Renewal Term (as applicable). The Base Rent payable for each month during a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent Term shall be the monthly equivalent ninety-five percent (95%) of the Fair Market Rental Value Rent (as hereinafter defined); provided, that the Base Rent payable in any Renewal Term shall in no event be lower than the Base Rent payable during the month immediately preceding the commencement of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such first Renewal Term. Each such option On or before that date which is six (6) months before the expiration of the initial Term or the first Renewal Term (as applicable), Landlord shall deliver to renew Tenant written notice of Landlord’s Fair Market Rent proposal for the Renewal Term (“Landlord’s Fair Market Rent Proposal”) and shall advise Tenant of the required adjustment to Base Rent, if any. Within fifteen (15) days after receipt of Landlord’s Fair Market Rent Proposal, Tenant shall notify Landlord in writing whether Tenant accepts or rejects Landlord’s Fair Market Rent Proposal. If Tenant rejects Landlord’s Fair Market Rent Proposal, then Xxxxxx’s written notice shall include Tenant’s determination of the Fair Market Rent. If Tenant does not deliver Xxxxxx’s written determination of Fair Market Rent to Landlord within fifteen (15) days after receipt of Landlord’s Fair Market Rent Proposal, Tenant will be exercised deemed to have accepted Landlord’s Fair Market Rent Proposal. If Xxxxxx and Landlord disagree on the Fair Market Rent, then Landlord and Tenant shall attempt in good faith to agree upon written revocable notice from Lessee to Lessor given not less than 300 the Fair Market Rent. If by that date which is one hundred and twenty-five (125) days prior to (i) the Lease Expiry Date or (ii) the last day commencement of the Renewal Term then (the “Trigger Date”), Landlord and Tenant have not agreed in effectwriting as to the Fair Market Rent, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor parties shall calculate determine the amounts that would be payable in respect of Basic Fair Market Rent and Stipulated Loss Value during for such Renewal Term in accordance with the second sentence of this procedure set forth in Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for herein3.04.c below.

Renewal Options. Lessee shall have As long as there has not been an uncured event of default, Landlord will grant Tenant the right to extend renew this Lease with respect to the Aircraft for two successive periods having a duration of two five (5) years each under the following terms and conditions. Tenant must notify Landlord at least two hundred forty (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration 240) days in advance of the Basic Term or a Renewal Expiration Date of Tenant's desire to exercise its right to renew this Lease for the first five-year renewal Term, as the case may be. During any such Renewal Term, and Tenant must notify Landlord at least two hundred forty (a240) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as days in advance of the last day of the Basic first five-year renewal Term of Tenant's desire to exercise its right to renew this Lease for the second five-year renewal Term. Tenant and thereafter Landlord shall be bound by all of the Stipulated Loss Value terms and conditions of this Lease during each renewal Term except for Base Rent as hereinabove defined, which shall decline monthly on be increased at the beginning of each Stipulated Loss Value Determination Date during such Renewal renewal Term to an amount equal to ninety-five (95%) percent of the market rent for the Premises at a rate of 3% per annum through the end beginning of such Renewal renewal Term, and increased thereafter for each Lease Year of each renewal Term by an amount equal to three percent (3%) of the Base Rent for the preceding Lease Year of the renewal Term. Each such As used in this Lease, "Lease Year" means each twelve-month period beginning on the day of the calendar year on which the Term Commencement Date falls and ending on the day of the calendar year preceding the date on which the Term Commencement Date falls. For the first thirty (30) days following Landlord's receipt of Tenant's notice of exercise of one of the above options to renew, Landlord and Tenant shall have the opportunity and option to renew mutually agree upon the fair market rental for the Premises. If Landlord and Tenant are unable to agree upon such fair market rental within the time period set forth above, then each party shall within thirty (30) days after the expiration of said time period appoint an appraiser and notify the other party of such appointment by identifying the appraiser. Each party hereby agrees to select as its respective appraiser a licensed real estate broker, who is an individual having at least five (5) years experience with respect to office property ownership, management, and marketing in the Wilmington, North Carolina area. Not later than ten (10) days after both appraisers are appointed, each party shall separately, but simultaneously, submit in a sealed envelope to each appraiser their suggested fair market rental and shall provide a copy of such submission to the other party. The two selected appraisers, after reviewing such submissions, shall each independently determine the fair market rental of the Premises. If both appraisers agree on the fair market rental for the Premises, they shall declare the same to be the fair market rental for the Premises and their decision shall be exercised final and binding upon written revocable notice from Lessee the parties, provided that such fair market rental shall not be outside of the bounds established by Landlord's and Tenant's estimates furnished as set forth above. If the two selected appraisers are unable to Lessor given agree upon the fair market rental within thirty (30) days after receipt of Landlord's and Tenant's submitted estimates, then the appraisers shall inform the parties and the appraisers shall select a third appraiser, not less than 300 ten (10) days prior to (i) after the Lease Expiry Date or (ii) the last day expiration of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement thirty ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i30) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Leaseperiod. If no Event appraiser is selected within such ten (10) day period, either party may immediately petition a court of Default competent jurisdiction to appoint such third appraiser. The third appraiser shall have occurred and be continuing on the Lease Expiry Date or same qualifications as set forth above. The third appraiser shall independently determine the last day fair market rental of the Renewal Term then in effect, as Premises. The ultimate fair market rental of the case may be, then this Lease Premises shall be extended the arithmetic average of the two fair market rental values determined by two of the three appraisers which are closest to each other, but in no event in outside the bounds established by Landlord's and Tenant's estimates furnished as set forth above. The appraisals or estimates of the fair market rental of the Premises made under this paragraph shall be appraisals or estimates of such value as of the commencement date of the renewal Term in question. The fair market rental established under this paragraph shall be conclusive, unappealable, and binding upon the parties hereto. Each party shall be responsible for the additional period costs, charges, and/or fees of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentenceits appraiser, and otherwise on the same conditions provided for hereinparties shall equally share the costs, charges, and/or fees of the third appraiser.

Renewal Options. Lessee shall Provided that Tenant is not in default under this Lease either at the time it exercises the Renewal Options set forth below, or at the date a Renewal Term begins, Tenant will have the right to extend renew this Lease with respect to the Aircraft for two (2) successive periods having a duration five-year terms (the "Renewal Terms") by giving notice of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration exercise of the Basic Renewal Option to Landlord at least six (6) months before the end of the Lease Term or a and the first Renewal Term, as the case may be. During any such If Tenant fails to deliver timely written notice of exercise of a Renewal Option to Landlord, the Renewal Options shall lapse and Tenant will have no further privilege to extend the term of this Lease. Each Renewal Term shall be on the same terms and conditions of this Lease (unless by their very nature inapplicable), except that the base rent payable by Tenant to Landlord during each Renewal Term shall be based on the prevailing "market rental rate" for comparable space in competing buildings of similar size, type, quality and location as reasonably calculated by Landlord for each Renewal Term, (a) but in no event less than the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term rate in force at a rate of 3% per annum through the end of the --- -- -- ----- ---- preceding term. In the event Landlord and Tenant are unable to mutually agree on the "market rental rate" to be applied to the Property, Landlord and Tenant shall mutually select an MAI commercial real estate appraiser, and the opinion of such Renewal Term. Each such option to renew appraiser shall be exercised binding upon written revocable notice from Lessee both Landlord and Tenant. If Landlord and Tenant fail to Lessor given not less than 300 days prior to (i) mutually select such an MAI appraiser, the Lease Expiry Date or (ii) the last day president of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination Arizona Chapter of the applicable Fair Market Rental Value of Appraisal Institute shall select the Aircraft by mutual agreement or Independent Appraisal)appraiser. In addition to paying the base rent determined pursuant to this paragraph, and promptly following such calculation (but in any event no later than the date that is 270 days prior Tenant will continue to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew pay all other sums required under the Lease. If no Event of Default shall have occurred and be continuing on the this Lease Expiry Date or the last day Tenant's right to possession of the Building shall expire or terminate for any reason whatsoever before Tenant exercises the Renewal Term then in effectOptions, as or if Tenant has sublet or assigned all or any portion of the case may beBuilding, other than to a Tenant Affiliate, then immediately upon such expiration or termination, subletting or assignment, the Renewal Options shall simultaneously terminate and become null and void. The Renewal Options are personal to Tenant. Under no circumstances shall a subtenant or an assignee have the right to exercise the Renewal Options, other than a Tenant Affiliate. Time is of the essence of this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinprovision.

Renewal Options. Lessee So long as Tenant is not in default hereunder beyond any applicable notice and cure period, and in consideration of Tenant fulfilling all other terms, covenants, conditions, and obligations of this Lease, Tenant shall have the option to renew this Lease for one additional term of thirty six (36) months (“First Renewal Term”) and one additional term of twenty four (24) months (“Second Renewal Term”). Such renewals shall be on the same terms, covenants or conditions as provided for in the original term, except that the Base Rent during the First Renewal Term shall be adjusted by the Consumer Price Index as set forth in Article 14.02. The Base Rent during the Second Renewal Term of twenty four (24) months shall be at the fair market rental then in effect on equivalent properties, of equivalent size, in equivalent areas with the length of the lease, and the length of the renewal term, and other relevant factors, to be taken into account. The primary method of determining fair market rental during the Second Renewal Term shall be an agreement between Landlord and Tenant. Should Landlord and Tenant fail to agree upon the fair market rental, each may hire a real estate appraiser certified by the State of Texas to determine the fair market rental, and in the event that the appraisals so prepared (a) differ by 10% or less, the fair market rental during the Second Renewal Term shall be deemed to be the average of the two appraisals or (b) differ by more than 10%, then the two appraisers shall appoint a third impartial real estate appraiser certified by the State of Texas, whose valuation shall constitute the final, binding fair market rental of the Property. Notwithstanding the foregoing sentence, in the event that the fair market rental rate as determined pursuant to the appraisal method set forth herein is unacceptable to the Tenant, Tenant shall have the right to extend this rescind its election to exercise the Second Renewal Term and the Lease with respect to shall expire at the Aircraft for two successive periods having a duration end of two years each (each such period being hereinafter referred to as a “the First Renewal Term”). In no event shall the Base Rent, each commencing at in the Second Renewal Term be less than the Base Rent in the last month of the First Renewal Term. Notice of Tenant’s intention to exercise the option must be given to Landlord in writing not less than one hundred eighty (180) days prior to the expiration of the Basic Term original term of this Lease or a the expiration of the First Renewal Term, whichever is applicable. In the renewal terms, Tenant shall also pay as additional rent ad valorem taxes, insurance, maintenance assessments, tenant maintenance, and all other charges and assessments that Tenant is responsible for during the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Lease Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) In the Lease Expiry Date event the Property is sublet or (ii) the last day assigned, in violation of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence Article 7 of this Section (including the determination Lease, this renewal option will be null and void and of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in further effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for herein.

Renewal Options. Lessee shall have This provision applies only to the right initial term of said lease and not to extend any renewals: Provided Tenant is not in default under the Terms of this Lease, Tenant will be granted an option to renew this Lease with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration of the Basic Term or a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of Lease term for a period of either a 1, 2 , 3, 4 or 5 year term under similar terms and conditions with rent escalations based on the CPI but no greater than 7% annually nor less than 2%. Year 1 (of the new Lease term) base rate shall be at a CPI (as referred to in Xxxxx. 31) escalation from year 5 of this Lease using, however, a base rate of $13.25 for Year 5 for purposes of calculating the first year of renewal term. Should such renewal option be exercised, Landlord agrees to furnish tenant improvement dollar amounts as follows which instead of T.I. allowance may credited toward a rate reduction: Term of Renewal TermTenant Improvements or Rate Reduction at Tenants option: 1 Year Renewal: $1.00 per square foot allowance paid by landlord 2 Year Renewal: $2.00 per square foot allowance paid by landlord 3 Year Renewal: $3.00 per square foot allowance paid by landlord 4 Year Renewal: $4.00 per square foot allowance paid by landlord 5 Year Renewal: $5.00 per square foot allowance paid by landlord Option may be exercised by Tenant on at least 90 days written notice prior to the end of the fifth year of the Lease. Each Landlord Reserves to night to terminate such option to renew in the event Landlord, in Landlords reasonable discretion, determines it is in the best interest of the landlord, for a owner occupant to occupy Premises or for a redevelopment (e.g.; substantial structural modification of Xxxxxxx Plaza) to occur. Should Tenant wish to exercise such option and Landlord elects to terminate this option; Tenant shall be exercised upon written revocable notice from Lessee reimbursed to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) extent, if any, that such option renewal price is low comparable market rates for similar building space as defined by the last day of the Renewal Term then in effect, 'Bayside Market-. Pinellas County and surveyed by publications such as the case may be. Within 30 days of Lessee’s delivery of Xxxxxx Report; Blacks Guide and commercial Realtor surveys such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] as Xxxxx & Xxxxx; and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinXxxxxxx & Xxxxxxxxx.

Renewal Options. Lessee Landlord hereby grants to Tenant the right and option to extend the term of this Lease [the "Renewal Option(s)"] with respect to all or a portion of the Leased Premises in excess of ninety thousand (90,000) RSF [provided, however, the Leased Premises shall at no time be less than ninety thousand (90,000) RSF nor, absent Landlord's consent to the contrary, shall the space remaining available within the Building for lease to others be non-contiguous or less than one-half of one floor within the Building (and said remaining space shall have reasonable access from and to the Building and the Building's common areas)], for two (2) five (5) year terms (the "First Five Year Renewal Term" and the "Second Five Year Renewal Term"). Provided that Tenant is not then in default under the terms of this Lease beyond any applicable period(s) of notice and/or cure at the time it exercises a Renewal Option, Tenant shall have the right to exercise its First Five Year Renewal Term and if exercised, its Second Five Year Renewal Term, upon the giving of not less than twelve (12) months advance written notice to Landlord prior to the expiration of the then existing Lease Term. The Renewal Term(s) shall be upon the same terms and conditions contained in this Lease for the initial Lease Term except that the Base Rent for each Renewal Term shall be adjusted as in SECTION 2.02 hereof provided for the portion of the Premises subject to the Renewal Option. Time shall be deemed to be of the essence in the giving of notices hereby required. Failure of Tenant to timely give any notice required hereby to be given shall be deemed a waiver by Tenant of its option to extend this Lease as in this Section provided. In the event Tenant elects to extend the term of this Lease during either Renewal Term for only a portion of the Leased Premises, then Tenant's Rent during the applicable Renewal Term(s) shall be determined by multiplying the rental rate determined as in SECTION 2.02 provided (95% of Effective Market Base Rent Rate) times the RSF contained in such portion of the Leased Premises and Tenant's Additional Rent and other monetary obligations hereunder shall be equitably adjusted in proportion to the RSF contained within the then Leased Premises as compared to the RSF of the Building. In other words, Tenant shall be obligated to pay only its prorata share of Additional Rents (as hereinafter defined), including, but not limited to Real Estate Taxes, Assessments, utilities and other similar items which are payable by Tenant hereunder and Tenant's maintenance obligations and all other obligations hereunder shall be equitably apportioned in the ratio that the then Leased Premises bears to the total RSF of the Building. In the event Tenant takes less than all of the space in the Building as hereinbefore provided, Landlord shall pay all Real Estate Taxes, Assessments, utilities and other similar items and shall bear all maintenance and other obligations as provided herein with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration portions of the Basic Term or Building which are not then a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent part of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term Tenant's then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinLeased Premises.

Renewal Options. Lessee A. Subject to the provisions hereinafter set forth, Tenant shall have the right three (3) options (each a "Renewal Option") to extend the term of this Lease lease for three (3) additional periods of five years (each a "Renewal Term"), which shall commence on the date immediately succeeding the Expiration Date or the expiration of the immediately preceding Renewal Term (the "Renewal Term Commencement Date") and expire on the day immediately preceding the fifth (5th) anniversary of the Renewal Term Commencement Date, provided that (a) this lease shall not have been previously terminated, and (b) Tenant shall not be in default under this lease beyond the expiration of applicable notice and cure periods (x) on the date Tenant gives Landlord written notice (the "Renewal Notice") of Tenant's election to exercise a Renewal Option, or, at the option of Landlord, (y) on the Renewal Term Commencement Date. Each Renewal Option may be exercised with respect to the Aircraft for two successive periods having a duration of two years each entire demised premises only and shall be exercisable by Tenant delivering the Renewal Notice to Landlord at least twelve (each such period being hereinafter referred 12) months, but no more than twenty-four (24) months prior to as a “Renewal Term”), each commencing at the Expiration Date or the expiration of the Basic immediately preceding Renewal Term. Time is of the essence with respect to the giving of the Renewal Notice. Upon the giving of the final Renewal Notice, Tenant shall have no further right or option to extend or renew the term of this lease. If Tenant shall fail to timely deliver any Renewal Notice hereunder, then Tenant shall not be entitled to any further Renewal Option hereunder and the lease shall expire at the end of the existing term or Renewal Term unless otherwise terminated hereunder. As a courtesy to Tenant, Landlord agrees to use commercially reasonable efforts to deliver a reminder notice to Tenant of each Renewal Option on or a before the date which is at least twelve (12) months prior to the Expiration Date or the expiration of the applicable Renewal Term, as but any failure to deliver such reminder notice shall not be deemed a default by Landlord under this lease, nor shall such failure entitle Tenant to any rights or remedies against Landlord, nor shall such failure modify the case may be. During any such Renewal Termterms of this Article, (a) except that in the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end event of such failure by Landlord to deliver such reminder notice, the applicable Renewal Term. Each such option Notice may be delivered to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less Landlord by Tenant no later than 300 days nine (9) months prior to (i) the Lease Expiry Expiration Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination expiration of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinTerm.

Renewal Options. At the end of the Base Lease Term and any Renewal Term (other than any Renewal Term ending four years after the end of the Base Lease Term), so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5) has occurred and is continuing, Lessee shall have the right option to extend renew this Lease with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration of the Basic Term or a Renewal Term. In order to exercise the option to renew, as Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the case may be. During any commencement of the applicable Renewal Term (which notice shall be irrevocable and shall specify the length of such Renewal Term, (a) the monthly Basic ). Renewal Rent shall be payable in arrears for each Lease Period occurring during any Renewal Term. The Renewal Rent payable for any Renewal Term hereunder shall be the monthly equivalent of the Fair Market Rental Value fair market rental value of the Aircraft and (bas defined below) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value calculated as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end commencement of such Renewal Term. Each such option to renew Such fair market rental value shall be exercised upon written revocable notice from Lessee to Lessor given determined not less later than 300 days three months prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period commencement of such Renewal Term at by mutual consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the Basic Rent third appraiser chosen by the mutual consent of the first two appraisers and paid for equally by Owner Participant and Lessee, the appraisals of which three appraisers shall be averaged and such average shall be deemed to be the fair market rental value of the Aircraft for all purposes hereof; provided, however, that if the appraisal of one appraiser is more disparate from the average of all three appraisals than each of the other two SALE AND LEASE AGREEMENT [N396SW] -56- 63 appraisals, then the appraisal of such appraiser shall be excluded, the remaining appraisals shall be averaged and such average shall be deemed to be the fair market rental value of the Aircraft for all purposes hereof. If either Owner Participant or Lessee shall fail to appoint an appraiser by the date which is two months prior to the commencement of such Renewal Term or if such two appraisers cannot agree on the amount of such appraisal and fail to appoint a third appraiser by the date which is one month before the commencement of such Renewal Term, then either Owner Participant or Lessee may apply to any court having jurisdiction (including, without limitation, the courts referred to in Section 13(b) of the Participation Agreement) to make such appointment. For purposes of this Section 18.1, fair market rental value shall be the cash rental obtainable in an arm's-length lease between an informed and willing lessee (under no compulsion to lease) and an informed and willing lessor (under no compulsion to lease) and shall be determined on the assumptions that the Aircraft is in the United States of America, available for use by Lessee, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with and subject to the terms and requirements of this Lease. Stipulated Loss Value amounts that are payable during any such Renewal Term shall be calculated pursuant as of the date of commencement of such Renewal Term and shall be determined in the same manner referred to the preceding sentence, and otherwise above based on the same conditions provided for hereinfair market sales value of the Aircraft on such date determined in accordance with Section 18.2(a).

Renewal Options. Lessee Renewal Options: Two (2) options of five (5) years each with six (6) months prior written notice to Landlord. In each case the base rent shall be equal to 95% of the then prevailing market rate for comparable space. (See Exhibit “F”) EXHIBIT “F” RENEWAL OPTION Tenant shall have the right option to extend the term of this Lease with respect for up to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a 2) five (5) year renewal term (“Renewal Term”) and together with the Initial Lease Term, the (“Lease Term”), each commencing on the date immediately following the expiration date of the Lease Term, provided that, at the expiration time of exercising such option and at the commencement of the Basic Term or a Renewal Term, as the case may beLease is in full force and effect and in good standing and Tenant is not in Material Default. During any such Renewal Term, (a) Tenant’s option to extend the monthly Basic Rent term of this Lease shall be exercised by Tenant giving written notice to Landlord not later than six (6) months prior to the monthly equivalent date of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end commencement of such Renewal Term. Each Upon the giving of such option to renew notice of election, this Lease shall be exercised upon written revocable notice from Lessee deemed to Lessor given not less than 300 days prior to (i) be renewed and the Lease Expiry Date or (ii) term hereof extended for the last day period of the Renewal Term then without the need for execution of any further Lease or instrument. All terms and conditions of the Lease (except this renewal option) shall govern and apply to such Renewal Term(s), including annual increases in effectBase Rental as provided in this Lease as hereinafter further provided. In the event that Tenant shall fail to timely deliver written notice, as the case may beherein above provided, this renewal option shall expire on a self-effectuating basis and be of no further force or effect. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Base Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of for the Renewal Term then shall be the Base Rental during the last year of the Initial Lease Term plus Base Rental escalation consistent with provisions of this Lease in effectthe Initial Term or prior Term. In the event Tenant shall fail to timely exercise its Renewal Option, as time being specifically of the case may be)essence for the purpose of this Option, Lessee Tenant shall either deliver an irrevocable notice not be entitled to renew the Lease or revoke its earlier revocable notice to renew Term of the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for herein.”

Renewal Options. Lessee Tenant shall continue to have the option to renew the term of the Lease with respect to only the Current Premises in accordance with the terms of Rider 1 to the Lease, which renewal option is hereby ratified and confirmed. In addition, Tenant shall have the option to renew the term of the Lease with respect to only the 260 Expansion Space in accordance with the terms of Exhibit C attached hereto. If Tenant fails to exercise a renewal option with respect to the Current Premises (or later with respect to the 260 Expansion Space) so that Tenant only leases the 260 Expansion Space (or only the Current Premises), then Landlord and Tenant shall enter into an amendment to the Lease, as amended hereby, to reflect the changes in the Agreed Rentable Area, Tenant’s Pro Rata Share Percentage and other appropriate terms. As an alternative to the renewal options described above, Tenant shall have the right to extend this renew the term of the Lease with respect to all (but not a portion) of both the Aircraft Current Premises and the 260 Expansion Space (the “Expanded Premises Renewal Option”) for two successive periods having a duration period of two five (5) years each (each such period being hereinafter referred commencing on February 1, 2015 and expiring on January 31, 2020, subject to as a “Renewal Term”), each commencing at the expiration of the Basic Term or a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence terms of this Section (including Exhibit D attached hereto. If Tenant is entitled to and properly exercises the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal)Expanded Premises Renewal Option, and promptly following such calculation (but in any event no later than the date that is 270 days prior then Rider 1 to (i) the Lease Expiry Date and Exhibit C attached hereto shall automatically be deleted and of no further force or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on Tenant fails to properly exercise the Lease Expiry Date or the last day of the Expanded Premises Renewal Term then in effect, as the case may beOption, then this Lease Exhibit D attached hereto shall automatically be extended for deleted and Tenant shall continue to have the additional period of such Renewal Term at renewal options described above with respect to only the Basic Rent Current Premises and Stipulated Loss Value amounts calculated pursuant with respect to only the 260 Expansion Space, subject to the preceding sentence, and otherwise on the same conditions provided for hereinterms thereof.

Renewal Options. Lessee Tenant shall have the option to renew the initial Term of this Lease (the "Initial Term") for two (2) additional periods of five (5) years each (each of such additional periods being hereinafter referred to as a "Renewal Period"). Each renewal option shall be exercisable by Tenant by giving notice of the exercise of such renewal option to Landlord at least 270 days before the expiration of the initial Term, in the case of the first renewal option, or at least 270 days before the expiration of the first Renewal Period, in the case of the second renewal option, except that if the Basic Rent per square foot for the first lease year in a Renewal Period has not been determined by the last day on which the renewal option for such Renewal Period must be exercised in accordance with the procedure set forth in Paragraph 41.4 below, the period of time within which Tenant may exercise the renewal option for such Renewal Period shall be extended until 15 days after the determination of the Base Rent per square foot for the first lease year in such Renewal Period. Time shall be of the essence in connection with Tenant's exercise of the renewal options. Tenant may not exercise the renewal option for the second Renewal Period unless Tenant has previously exercised the renewal option for the first Renewal Period in accordance with the provisions of this paragraph. Tenant may not exercise the option for a Renewal Period if, at the time Tenant purportedly exercises its option or on the last day of the initial Term, in the case of the first renewal option, or the last day of the first Renewal Period, in the case of the second renewal option, an Event of Default has occurred and is continuing. If (i) the last day on which Tenant has the right to extend exercise the renewal option (the "Last Exercise Date") occurs less than 270 days before the expiration of the initial Term, in the case of the first renewal option, or less than 270 days before the expiration of the first Renewal Period, in the case of the second renewal option, and (ii) Tenant does not exercise the renewal option, the Term shall be extended until the last day of the month in which the 270th day after the Last Exercise Date occurs. For purposes of determining the Basic Rent payable during the extension provided by the preceding sentence, the Base Rent per square foot shall be the fair rental value of the Demised Premises as actually determined by the procedure described in Paragraph 41.4 below with respect to the Renewal Period for which Tenant did not exercise its renewal option, and such amount shall be paid by Tenant without the need for any amendment to this Lease and as fully as if such amount were set forth in this Lease. If Tenant timely exercises the options to renew this Lease in accordance with the provisions of this Article, then the Term shall be extended accordingly. Except as otherwise expressly provided in this Article, each Renewal Period shall be upon the same terms, covenants and conditions set forth in this Lease with respect to the Aircraft for two successive periods having a duration of two years initial Term and Tenant's obligations to pay Operating Expense Increases and Real Estate Tax Increases shall continue without interruption during each (each such period being hereinafter referred to as a “Renewal Term”)Period, each commencing at the expiration of the Basic Term or a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent except that there shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with no renewal options after the second sentence of Renewal Period. All references in this Section (including Lease to the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the "Term" shall include each Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default Period for which Tenant shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereineffectively exercised its renewal option.

Renewal Options. Lessee A. At the expiration of the original five (5) year term hereof, and if Tenant is not in default of any of the terms and conditions of this Lease, Tenant shall have the right an option to extend this Lease with respect to the Aircraft for two successive periods having a duration one additional term of two five (5) years each (each such period being hereinafter herein referred to as a “the "First Renewal Term”"), each commencing . The option to extend the Lease for the First Renewal Term shall be exercised by giving Landlord written notice of Tenant's intention to do so at least one hundred eighty (180) days prior to the expiration of the Basic present term. Such First Renewal Term or a Renewal Termshall be upon all the terms and conditions hereof, as the case may be. During any such Renewal Term, (a) except that the monthly Basic Rent rental for the new term shall be the monthly equivalent ninety-five percent (95%) of the Fair Market Rental Value then current fair market rental value of the Aircraft and (b) Premises. In determining the monthly Stipulated Loss Value amounts then fair market rental value, the value of any tenant improvements in the Premises which were paid for by Tenant or any subtenant shall not be taken into account except for those improvements which Landlord has agreed to in writing need not be removed by Tenant upon the Stipulated Loss Value as termination of this Lease. The parties acknowledge that the value of the last day laboratory improvements which construction was commenced by Tenant as subtenant to Norian Corporation prior to the Commencement Date shall not be taken into account when determining the fair market rental value of the Basic Term and thereafter Premises for the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such First Renewal Term. Each such At the expiration of the First Renewal Term and if Tenant is not in default of any of the terms and conditions of this Lease, Tenant shall have a second option to renew extend this Lease for one additional term of five (5) years (herein the "Second Renewal Term"). This option to extend the term of this Lease for the Second Renewal Term shall be exercised upon by giving Landlord written revocable notice from Lessee of Tenant's election to Lessor given not less than 300 do so at least one hundred eighty (180) days prior to (i) the Lease Expiry Date or (ii) the last day expiration of the First Renewal Term. Such Second Renewal Term then in effect, as shall be upon all the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] terms and Lessor shall calculate conditions hereof except that the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such monthly rental for the Second Renewal Term shall be an amount equal to ninety-five percent (95%) of the then current fair market rental value of the Premises. In determining the then fair market rental value, the value of any tenant improvements in accordance with the second sentence Premises which were paid for by Tenant or any subtenant shall not be taken into account except for those improvements which Landlord has agreed to in writing need not be removed by Tenant upon the termination of this Section (including Lease. The parties acknowledge that the determination value of the applicable Fair Market Rental Value laboratory improvements which construction was commenced by Tenant as subtenant to Norian Corporation prior to the Commencement Date shall not be taken into account when determining the fair market rental value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended Premises for the additional period of such Second Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinTerm.

Renewal Options. Lessee shall have 43.01. Provided that at the right time of the exercise of the applicable option to extend this Lease with respect to the Aircraft for two successive periods having a duration renew and as of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration of the Basic then current Term or (i) Tenant is not then in default beyond applicable notice and cure periods of the terms, covenants, and provisions of this Lease, and (ii) Tenant shall be in occupancy and possession of the Demised Premises pursuant to this Lease, Landlord hereby grants to Tenant the option (the “Renewal Option”) to renew the term of this Lease for two (2) additional periods of three (3) years each (each, a “Renewal TermPeriod”). The first Renewal Period, if the Renewal Option therefor is exercised, will commence on the day after the initial Expiration Date upon the same terms and conditions as set forth in this Lease other than the case may be. During any such Renewal Term, (a) the monthly Basic Fixed Base Rent which shall be the monthly equivalent Fair Market Value of the Demised Premises at the time of the commencement of the Renewal Period multiplied by the rentable square footage of the Demised Premises (but in no event less than the Fixed Base Rent payable hereunder by Tenant for the last 12 months of the original Term). The second Renewal Period, if the Renewal Option therefor is exercised, will commence on the day after the scheduled expiration of the first Renewal Period upon the same terms and conditions as set forth in this Lease other than the Fixed Base Rent which shall be the Fair Market Rental Value of the Aircraft and (b) Demised Premises at the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as time of the last day commencement of the Basic Term and thereafter second Renewal Period multiplied by the Stipulated Loss Value rentable square footage of the Demised Premises (but in no event less than the Fixed Base Rent payable hereunder by Tenant for the last 12 months of the first Renewal Period). The Fixed Base Rent shall decline monthly automatically increase on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day anniversary of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination commencement of the applicable Fair Market Rental Value of Renewal Period by an amount equal to three percent (3%) over the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended Fixed Base Rent for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinprior Lease Year.

Renewal Options. Lessee Tenant shall have two (2) consecutive options (respectively, the “First Renewal Option” and the “Second Renewal Option” and collectively, the “Renewal Options”) to extend the Term of this Lease. Each Renewal Option shall be for a term of twenty-four (24) months (respectively, the “First Renewal Term” and the “Second Renewal Term” and collectively, the “Renewal Terms”). Any Renewal Option shall be void if an Event of Default by Tenant exists, either at the time of exercise of the Renewal Option or the time of commencement of the Renewal Term. Each Renewal Option must be exercised, if at all, by written notice from Tenant to Landlord given not less than twelve (12) months prior to the expiration of the then current Term. Landlord shall have the right to extend this Lease with respect cancel any Renewal Option in the event Landlord intends to redevelop the Premises, which shall be demonstrated by a submittal of redevelopment plans to the Aircraft for two successive periods City of Palo Alto at any time during the Term; provided that Landlord delivers written notice to Tenant of Landlord having a duration made such submittal within thirty (30) days after Landlord’s receipt of two years each (each such period being hereinafter referred to Tenant’s notice exercising its Renewal Option. The Renewal Terms shall be upon the same terms and conditions as a “set forth in this Lease, except that the monthly Base Rent payable hereunder shall be as follows: Renewal Term Monthly Base Rent First Renewal Term”), each commencing at the expiration of the Basic Term or a : 2/1/16-1/31/17 $195,000 2/1/17-1/31/18 $200,000 Second Renewal Term, as the case may be. During : 2/1/18-1/31/19 $205,000 2/1/19-1/31/20 $210,000 Tenant shall not be entitled to any such tenant improvement allowance during any Renewal Term, . From and after the exercise of each Renewal Option (a) the monthly Basic Rent all references to “Expiration Date” shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of deemed to refer to the last day of the Basic Term applicable Renewal Term, and thereafter (b) all references to “Term” shall be deemed to include the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such applicable Renewal Term. Each such option The Renewal Options are personal to renew Tenant and shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] inapplicable and Lessor shall calculate the amounts that would be payable in respect of Basic Rent null and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke void if Tenant assigns its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then interest under this Lease shall be extended for to any Transferee other than a Permitted Transferee. Tenant’s right to exercise the additional period of such Second Renewal Term at Option is contingent on Tenant having exercised the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinFirst Renewal Option.

Renewal Options. Lessee Tenant shall have the right to extend this the term of the Lease with respect to the Aircraft for two successive (2) additional periods having a duration of two years each five (each such period being hereinafter referred to as a “Renewal Term”)5) years, each commencing at on the expiration of the Basic Term or a Renewal Term, as the case may beimmediately preceding term of this Lease. During any such Renewal Term, (a) the monthly Basic Rent Such renewal option shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and deemed effectively exercised only if Tenant has given Landlord written notice thereof at least one hundred twenty (b120) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day expiration of the Renewal Term then original term, and only if Tenant is not in effect, default as determined under Section 12 at the case may be. Within 30 days of Lessee’s delivery time of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] exercise and Lessor shall calculate at the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination time of the applicable Fair Market Rental Value commencement of the Aircraft by mutual agreement or Independent Appraisal), renewal term. All terms and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day provisions of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended applicable during such renewal term except that the renewal rental rate shall be at the then prevailing market rental rate. For purposes of this Lease, the then prevailing market rental rate shall mean the annual amount per rentable square foot that willing, comparable, non-equity, non-renewal, non-expansion new tenant would pay, and a willing, comparable Landlord of a similar property would accept, in an arm's length transaction, as of the commencement of the renewal term, taking into account the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the type of escalation clause, the extent of Tenant's liability under the lease, abatement provisions reflecting free rent and/or no rent during the period of construction or subsequent to the commencement date as to the space in question, brokerage commissions, if any, which would be payable by Landlord in similar transactions, leasehold improvements which would be payable by Landlord in similar transactions, length of the lease term, and the size and location of the premises being leased, it being the intent that Tenant will obtain the same rent and other economic benefits that Landlord would otherwise give in comparable transactions and Landlord will make and receive the same economic payments and concessions that Landlord would otherwise make and receive in comparable transactions. For the first thirty (30) days following Landlord's receipt of Tenant's notice of exercise of such option to renew, Landlord and Tenant shall have the opportunity and option to mutually agree on the fair market rental for the additional Demised Premises. If Landlord and Tenant are unable to agree upon such fair market rental within the time period set forth above, then each party shall appoint an appraiser within ten (10) days after the lapse of such Renewal Term thirty (30) day time period and notify the other party of such appointment by identifying the appraiser. Each party hereto agrees to select as it respective appraiser a licensed real estate broker, who is an individual having at least five (5) years experienced with respect to office property ownership, management and marketing in the Basic Rent and Stipulated Loss Value amounts calculated pursuant Cary-Raleigh, North Carolina area, which person should not be regularly employed or have been retained during the last two (2) years as a consultant by the party selecting such person. Neither party may consult directly or indirectly with any appraiser regarding the fair market rental prior to the preceding sentenceappointment or after appointment, outside the presence of the other party. Not later than ten (10) days after both appraisers are appointed, each party shall separately, but simultaneously, submit in a sealed envelope to each appraiser their separate suggested fair market rental and shall provide a copy of such submission to the other party. The two selected appraisers, after reviewing such submissions, shall each independently determine the fair market rental for the Demised Premises and shall determine whether the Landlord's or the Tenant's estimate of fair market rental is closer to the actual market rental for the Demised Premises. If both appraisers agree that one of the said declared estimates is the actual fair market rental for the Demised Premises, they shall declare that estimate to be the fair market rental for the Demised Premises, and otherwise on their decision shall be final and binding upon the parties. If the two selected appraisers are unable to agree upon the fair market rental within thirty (30) days after receipt of Landlord's and Tenant's submitted estimates, then the appraisers shall inform the parties and the appraisers shall select a third appraiser, not less than ten (10) days after the expiration of the thirty (30) day period. If no appraiser is selected within such ten (10) day period, either party may immediately petition a court of competent jurisdiction to appoint such third appraiser. The third appraiser shall have the same conditions provided qualifications set forth above and the restrictions set forth above shall likewise apply. The third appraiser shall independently determine the fair market rental of the Demised Premises. The ultimate fair market rental of the Demised Premises shall be the arithmetic average of the two closest fair market rental values, determined by two of the three appraisers, but in no event in excess of the bounds established by Landlord's or Tenant's estimates furnished as set forth above. The fair market rental established under this paragraph shall be conclusive, unappealable and binding upon the parties hereto. Each party shall be responsible for hereinthe costs, charges and/or fees of its appraiser, and the parties shall equally in the costs, charges and/or fees of the third appraiser.

Renewal Options. Lessee shall have 55. A. Provided Tenant is not in default under any of the right to extend terms of this Lease with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at beyond the expiration of any applicable notice and/or grace period at the Basic time of the exercise of this option or at the time of the commencement of the First Renewal Term or a the Second Renewal Term, as the case may bebe (as hereinafter defined), Tenant shall have the right to renew the original term of this Lease ("Original Term") with respect to the entire Premises demised hereunder or with respect to all of the space on the eighth floor comprising the Premises, provided the named Tenant herein (or any entity identified in Section 44G hereof) shall be in occupancy of not less than all of the eighth floor, for two (2) periods of five (5) years each, the first such Renewal Term (the "First Renewal Term") to commence on the day following the expiration of the Original Term (the "First Renewal Term Commencement Date") and expiring on the day immediately prior to the fifth anniversary of the First Renewal Term Commencement Date and the second such Renewal Term (the "Second Renewal Term") commencing on the fifth anniversary of the First Renewal Term Commencement Date and expiring on the day immediately preceding the tenth (10th) anniversary of the First Renewal Term Commencement Date. During Each such Renewal Term shall be upon the same terms as in this Lease (including the provisions of Articles 38 and 41), except that (i) the Fixed Rent during the each Renewal Term shall be determined as provided in Paragraph C of this Article, (ii) Tenant shall have no right to renew the term of this Lease for any such period beyond the Second Renewal Term, (aiii) the monthly Landlord's Basic Rent Tax Liability and Landlord's Base Operating Year shall be modified to reflect the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date then current fiscal or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effectcalendar year, as the case may be, then and (iv) the terms of this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant relating to the preceding sentenceAbatement Period, Landlord's Work and otherwise on Landlord's Contribution shall not be applicable to either Renewal Term. If Tenant so elects to renew the same conditions provided Term of this Lease for herein.either Renewal Term, Tenant shall give written notice

Renewal Options. If no Default shall have occurred and be continuing, Lessee shall have the right option to extend renew this Lease with respect to the Aircraft for two successive periods having a duration an initial renewal period of two years each (each such period being hereinafter referred to as a “Renewal Term”)5 years, each commencing which shall commence at the expiration of the Basic Term followed by successive renewal periods of one or more whole years (such initial renewal period and each such successive renewal period being hereinafter individually referred to as a "Renewal Period"; the aggregate of such Renewal Periods elected by Lessee being herein referred to as the "Renewal Term"); provided, as the case may be. During any such Renewal Termhowever, that (a) the monthly Basic Rent aggregate of all such Renewal Periods shall in no event exceed 20 years; (b) in order to exercise such right to renew this Lease for any Renewal Period, Lessee shall give Lessor written notice of its election to renew (i) at least one year (but not more than 18 months) prior to the commencement of any such Renewal Period if the period during which such right shall be exercised shall be the monthly equivalent Basic Term, the first Renewal Term or any subsequent Renewal Term of 2 years or longer or (ii) at least 9 months (but not more than 12 months) prior to the commencement of any such Renewal Period if the period during which such right shall be exercised shall be a Renewal Period of less than 2 years; and (c) if Lessee shall fail to exercise its option as to any such Renewal Period it shall not thereafter have the right to exercise such option as to any subsequent Renewal Period. The semiannual Rent payable to Lessor by Lessee for any Renewal Period shall (i) in the case of the first Renewal Period of five whole years, be equal to one-half of the average of the 50 semiannual installments of Basic Rent and (ii) in the case of any subsequent Renewal Period, be equal to the Fair Market Rental Value determined as hereinafter provided. The Fair Market Rental Value of the Equipment for any Renewal Period after the first Renewal Period shall be determined by the mutual agreement of Lessor and Lessee within 45 days after receipt by Lessor of the notice from Lessee of its election to renew the lease of the Equipment for such Renewal Period or, if they shall fail to agree within such 45-day period, the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts such Renewal Period shall be determined by the Stipulated Loss Value as Appraisal Procedure. All the provisions of the last day of Lease shall be applicable during the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate except for the amount of 3% per annum through the end each installment of such Renewal Term. Each such option to renew Basic Rent, which shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) as hereinabove provided. After the Lease Expiry Date or (ii) Fair Market Rental Value for any Renewal Period following the last day first five years of the Renewal Term then in effect, shall have been finally determined as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be)hereinabove provided, Lessee shall either deliver an irrevocable have the right, by notice to Lessor not later than 45 days after such determination, to rescind its elec- tion to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinPeriod.

Renewal Options. At the end of the Base Lease Term and any Renewal Term (other than the fourth Floating Rate Renewal Term or any prior Floating Rate Renewal Term ending four years after the end of the Base Lease Term), so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5) has occurred and is continuing, Lessee shall have the right option to extend renew this Lease with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at the expiration of the Basic Term or a Renewal Term. In order to exercise the option to renew, as Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the case may be. During any commencement of the applicable Renewal Term (which notice shall be irrevocable and shall specify the length of such Renewal Term, (a) the monthly Basic ). Renewal Rent shall be payable in arrears for each Lease Period occurring during any Renewal Term. The Renewal Rent payable for any Floating Rate Renewal Term hereunder shall be the monthly equivalent of the Fair Market Rental Value fair market rental value of the Aircraft and (bas defined below) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value calculated as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end commencement of such Renewal Term. Each such option to renew Such fair market rental value shall be exercised upon written revocable notice from Lessee to Lessor given determined not less later than 300 days three months prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period commencement of such Renewal Term at by mutual consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the Basic Rent third appraiser chosen by the mutual consent of the first two appraisers and paid for equally by Owner Participant and Lessee, the appraisals of which three appraisers shall be averaged and such average shall be deemed to be the fair market rental value of the Aircraft for all purposes hereof; provided, however, that if the appraisal of one appraiser is more disparate from the average of all three appraisals than each of the other two appraisals, then the appraisal of such appraiser shall be excluded, the remaining appraisals shall be averaged and such average shall be deemed to be the fair market rental value of the Aircraft for all purposes hereof. If either Owner Participant or Lessee shall fail to appoint an appraiser by the date which is two months prior to the commencement of such Renewal Term or if such two appraisers cannot agree on the amount of such appraisal and fail to appoint a third appraiser by the date which is one month before the commencement of such Renewal Term, then either Owner Participant or Lessee may apply to any court having jurisdiction (including, without limitation, the courts referred to in Section 13(b) of the Participation Agreement) to make such appointment. For purposes of this Section 18.1, fair market rental value shall be the cash rental obtainable in an arm's-length lease between an informed and willing lessee (under no compulsion to lease) and an informed and willing lessor (under no compulsion to lease) and shall be determined on the assumptions that the Aircraft is in the United States of America, available for use by Lessee, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with and subject to the terms and requirements of this Lease. Stipulated Loss Value amounts that are payable during any such Renewal Term shall be calculated pursuant as of the date of commencement of such Renewal Term and shall be determined in the same manner referred to the preceding sentence, and otherwise above based on the same conditions provided for hereinfair market sales value of the Aircraft on such date determined in accordance with Section 18.2(a).

Renewal Options. Lessee Tenant shall have the right to extend this Lease with respect to the Aircraft Term two times (each an “Option”) for two successive periods having a duration period of two five (5) years each (each such period being hereinafter referred to as singularly, a “Renewal Term” and collectively the “Renewal Terms”), each commencing at ) by giving Landlord written notice not less than twelve (12) months prior to the expiration of the Basic initial Term or a the first Renewal Term, as the case may bebe (the “Election Deadline”) of Tenant’s desire to exercise the Option. During any such If Landlord does not receive Tenant’s written notice of the exercise the Option on or before the Election Deadline, then the Option shall immediately lapse and Tenant shall have no further right to extend the Term of the Lease. The Renewal Terms shall be on the same covenants, agreements, terms, provisions and conditions as are contained herein for the initial Term except Tenant shall have no further rights to extend the Term. The monthly Base Rent for the first Renewal Term, (a) commencing on October 1, 2018, shall be the amount determined by increasing the monthly Basic Base Rent during the Lease Year immediately preceding the first Renewal Term by three and one-half percent (3.5%). On each successive October 1 during the first Renewal Term, the Base Rent shall be increased by three and one-half percent (3.5%) of the monthly equivalent Base Rent during the Lease Year immediately preceding such adjustment date. Base Rent for the second Renewal Term, commencing on October 1, 2023, shall be the amount equal to the “Fair Market Rental Rate” (as defined below). In no event shall the Base Rent at the commencement of the second Renewal Term be less than the Base Rent during the prior preceding year. The Base Rent shall be increased on the first day of the second Renewal Term (the “FMRR Adjustment Date”) to the “Fair Market Rental Rate”, determined in the following manner: Not later than ten (10) months prior to the FMRR Adjustment Date, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value Rate as of such FMRR Adjustment Date. If Landlord and Tenant have not agreed upon the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value Rate at least nine (9) months prior to the applicable FMRR Adjustment Date, the Fair Market Rental Rate shall be determined by using brokers. If Landlord and Tenant are not able to agree upon the Fair Market Rental Rate within the prescribed time period, then Landlord and Tenant shall attempt to agree in good faith upon a single broker not later than eight (8) months prior to the applicable FMRR Adjustment Date. If Landlord and Tenant are unable to agree upon a single broker within such time period, then Landlord and Tenant shall each appoint one broker, not later than seven (7) months prior to the applicable FMRR Adjustment Date. Within (10) days thereafter, the two appointed brokers shall appoint a third broker. If either Landlord or Tenant fails to appoint its broker within the prescribed time period, the single broker appointed shall determine the Fair Market Rental Rate. If both parties fail to appoint brokers within the prescribed time periods, then the first broker thereafter selected by a party shall determine the Fair Market Rental Rate. Each party shall bear the cost of its own broker and the parties shall share equally the cost of the Aircraft by mutual agreement single or Independent Appraisal)third broker, if applicable. The brokers used shall have at least fifteen (15) years’ experience in the sales and promptly following leasing of commercial office space in Xxxxx County, Nevada and shall be members of professional organizations such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be)Society of Industrial Realtors, Lessee shall either deliver an irrevocable notice to renew the Lease CCIM, or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereintheir equivalent.

Renewal Options. Lessee shall have Provided no Event of Default (as defined below) is then existing, the right to extend Tenant is granted the option of renewing this Lease with respect to the Aircraft for two successive periods having (2) five (5) year renewal periods. The first renewal period is for a duration term of two five (5) years each (each such period being hereinafter referred to as a “Renewal Term”), each commencing at from the expiration of the Basic initial Lease Term or a (the “First Renewal TermPeriod”), as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent provided Tenant gives Landlord notice in writing of the Fair Market Rental Value exercise of the Aircraft and First Renewal Period option at least fifteen (b15) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days months prior to (i) the Lease Expiry Date or (ii) the last day expiration of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If Tenant exercises such option to renew, the Base Rental during the First Renewal Period shall be as set forth below. Years of Lease Annual Payments Monthly Payments -Per Square Foot -Per Square Foot Years 16 — 20 $ 5.49 $ 329,439.35 All of the other terms, covenants and conditions applicable to the First Renewal Period shall be the same as set forth in the Lease. Provided Tenant has exercised the First Renewal Period option as stated above and provided that no Event of Default is then existing under the Lease, the Tenant is granted the option of renewing this Lease for an additional five (5) year renewal period (the “Second Renewal Period”). The Second Renewal Period is for a term of five (5) years from the expiration of the First Renewal Period, provided Tenant gives Landlord notice in writing of the exercise of the Second Renewal Period option at least fifteen (15) months prior to the expiration of the First Renewal Period. If Tenant exercises such option to renew, the Base Rental during the Second Renewal Period shall have occurred be as set forth below. Years of Lease Annual Payments Monthly Payments -Per Square Foot -Per Square Foot Years 21 — 25 $ 5.71 $ 342,640.92 All of the other terms, covenants and conditions applicable to the Second Renewal Period shall be continuing the same as set forth in the Lease. If the Lease is extended pursuant to this Section, Landlord shall prepare and Landlord and Tenant will execute and deliver an appropriate amendment covering any extension period, the rent for any extension period and all other terms of this Lease for any extension of the Term. The rights of Tenant under this section will not be severed from this Lease or separately sold, assigned or transferred, and will expire on the Lease Expiry Date expiration or the last day earlier termination of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinLease.

Renewal Options. Lessee shall have If Xxxxxx has not committed an Event of Default at any time during the right to extend Term, and the Tenant originally named in this Lease with respect to (i.e., Senti Biosciences, Inc.)(“Original Tenant”) is occupying the Aircraft entire Premises at the time of such election, the Original Tenant only may renew this Lease for two successive (2) additional periods having a duration of two five (5) years each each, by delivering irrevocable written notice of the exercise thereof to Landlord not earlier than twelve (each such period being hereinafter referred to as a “Renewal Term”), each commencing at 12) months nor later than nine (9) months before the expiration of the Basic then-current Term. The Base Rent payable for each month during such extended Term or a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly prevailing rental rate (the “Prevailing Rental Rate”), at the commencement of such extended Term, for renewals of space in the Building or Complex, if applicable, of equivalent quality, size, utility and location, with the length of the Fair Market Rental Value extended Term and the credit standing of Tenant to be taken into account. Within thirty (30) days after receipt of Xxxxxx’s notice to renew, Landlord shall deliver to Tenant written notice of the Aircraft Prevailing Rental Rate and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as advise Tenant of the last day required adjustment to Base Rent, if any, and the other terms and conditions offered. Tenant shall, within ten (10) days after receipt of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date Landlord’s notice, notify Landlord in writing whether Xxxxxx accepts or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lesseerejects Xxxxxxxx’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Prevailing Rental Value Rate. If Tenant timely notifies Landlord that Xxxxxx accepts Landlord’s determination of the Aircraft by mutual agreement Prevailing Rental Rate, then, on or Independent Appraisal), and promptly following such calculation (but in any event no later than before the commencement date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effectextended Term, as the case may be), Lessee Landlord and Tenant shall either deliver execute an irrevocable notice amendment to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for extending the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions terms provided for herein.in this Lease, except as follows:

Renewal Options. Lessee Provided Sublandlord does not seek to retain the Premises for its own use (i.e., for Sublandlord's own use and occupancy for a substantial period and not for the purpose of assigning the Prime Lease or subletting or licensing the Prime Lease premises), and no event of default shall have occurred and be continuing under this Sublease, Subtenant shall have the right to renew the term of this Sublease for one renewal term of ten years (but not to extend this Lease with respect to beyond the Aircraft for two successive periods having a duration term of two years each the Prime Lease) (each such period being hereinafter referred to as a “the "Renewal Term”), each commencing at ") by giving written notice (the "Renewal Notice") to Sublandlord no later than 120 days prior to the expiration of the Basic term of this Sublease. The Renewal Notice shall constitute an extension of the initial Term or a Renewal of this Sublease and shall be upon all of the same terms and conditions as the initial Term, as except that (i) there shall be no further option to renew the case may be. During any such Term of this Sublease in the Renewal Term, (aii) the monthly Basic Fixed Rent for the Renewal Term shall be payable at a rate per annum equal to the monthly equivalent fair market rental value of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value Premises as of the last first day of the Basic Renewal Term, and (iii) there shall be no free rent period or Sublandlord contribution during any renewal term. During the Renewal Term, all Additional Rent that Subtenant is obligated to pay under this Sublease during the initial Term and thereafter hereof shall continue without interruption, it being the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such intention of the parties hereto that the Renewal Term at shall be deemed a rate part of 3% per annum through and continuation of the end initial Term of such this Sublease. If Subtenant has given the Renewal Notice in accordance with this paragraph, the parties shall endeavor to agree upon the fair market rental value of the Premises, as of the commencement date of the Renewal Term. Each such option In the event that the parties are unable to renew shall be exercised agree upon written revocable notice from Lessee to Lessor given not less than 300 the fair market value for the Renewal Term within sixty days prior to (i) the Lease Expiry Date or (ii) the last first day of the Renewal Term then the same shall be determined by two senior officers of recognized New York City leasing brokerage firms, one to be selected and paid for by Sublandlord and one to be selected and paid for by Subtenant. The officers selected by the parties shall have at least 10 years experience in effect(i) the leasing of office space in the Borough of Manhattan, City of New York or (ii) the appraisal of first class office buildings in the Borough of Manhattan, City of New York. The determination of the parties so selected shall be in writing and shall be final and conclusive on Sublandlord and Subtenant. If such officers are unable to agree on such fair market rental value, they shall select another officer who shall have the same qualifications as are set forth in this paragraph and the determination of a majority of such officers shall be binding upon Sublandlord and Subtenant. If, as of the case may be. Within 30 days commencement date of Lessee’s delivery the Renewal Term, the amount of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be Fixed Rent payable in respect of Basic Rent and Stipulated Loss Value during such the Renewal Term in accordance with this Article shall not have been determined, then, pending such determination, Subtenant shall pay Fixed Rent equal to the second sentence Fixed Rent payable pursuant to Article 5 of this Section (including Sublease in respect of the last year of the initial term of this Sublease. After the final determination of the applicable Fair Market Rental Value of Fixed Rent payable for the Aircraft by mutual agreement or Independent Appraisal)Renewal Term, the parties promptly and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of appropriately shall adjust rental payments theretofore made during the Renewal Term then in effect, and shall execute a written agreement specifying the amount of the Fixed Rent as so determined. Any failure of the case may be), Lessee parties to execute such written agreement shall either deliver an irrevocable notice to renew not affect the Lease or revoke its earlier revocable notice to renew validity of the LeaseFixed Rent as so determined. If no Event of Default it shall have occurred and be continuing on determined that the Lease Expiry Date or the last day of fair market Fixed Rent during the Renewal Term then in effectis greater than Subtenant had been paying up to the date of the final determination, as Subtenant shall immediately remit to Sublandlord the case may be, then this Lease shall be extended for difference between the additional period of such Fixed Rent paid during the Renewal Term and the fair market Fixed Rent as so determined, together with interest at the Basic rate of 10% per annum to Sublandlord. If the amount Subtenant had been paying is more than the fair market Fixed Rent and Stipulated Loss Value amounts calculated as so determined, Sublandlord shall immediately remit such difference to Subtenant, together with interest at the rate of 10% per annum or at Subtenant's option shall offset it against Rental next coming due. It is an express condition of the option granted to Subtenant pursuant to the preceding sentence, and otherwise on terms of this Article that time is of the same conditions provided for hereinessence with respect to Subtenant's exercise of such option within the period above provided.

Renewal Options. Lessee Tenant shall have the right right, at its option, to extend renew (i) the initial term of this Lease for all of the Premises for one additional term of twenty (20) years (the “First Renewal Term”) commencing on the day following the Initial Term Expiration Date and ending at 11:59 pm on the last day of the calendar month in which occurs the day immediately prior to the eightieth (80th) anniversary of the Commencement Date (the “First Renewal Term Expiration Date”), by delivering to Landlord written notice of such renewal for the First Renewal Term not later than the date that is twenty (20) months prior to the date upon which the First Renewal Term shall commence (time being of the essence with respect to the Aircraft date upon which Tenant deliver to Landlord such notice of renewal), and (ii) the Term of this Lease for two successive periods having a duration all of two the Premises for one additional term of seventeen (17) years each (the “Second Renewal Term”) commencing on the eightieth (80th) anniversary of the Commencement Date and ending at 11:59 pm on the date immediately preceding the ninety-sixth (96th) anniversary of the Commencement Date (the “Second Renewal Term Expiration Date”), by delivering to Landlord written notice of such renewal for the Second Renewal Term not later than the date that is twenty (20) months prior to the date upon which the Second Renewal Term shall commence (time being of the essence with respect to the date upon which Tenant deliver to Landlord such notice of renewal) (each such period of the First Renewal Term and Second Renewal Term being hereinafter referred to as a “Renewal Term”), ; provided that the valid exercise of each commencing at the expiration of the Basic aforesaid options for the First Renewal Term or a and the Second Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be conditioned upon there being no default on the monthly equivalent part of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Tenant under this Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default which shall have occurred and then be continuing beyond any applicable notice and cure period on the date of the exercise of the applicable renewal option and on the commencement date of the applicable Renewal Term. If Tenant fails to validly exercise the option for the First Renewal Term as aforesaid, the Term shall expire on the Initial Term Expiration Date and Tenant shall have no further rights or options to extend the initial term of this Lease Expiry Date to include either the First Renewal Term or the last day Second Renewal Term. If Tenant validly exercises the option for the First Renewal Term as aforesaid, but fails to validly exercise the option for the Second Renewal Term as aforesaid, the Term shall expire on the First Renewal Term Expiration Date, or such earlier date upon which the First Renewal Term shall terminate in accordance with this Lease, and Tenant shall have no further rights or options to extend the Term to include the Second Renewal Term. If Tenant validly exercises the options for the First Renewal Term and the Second Renewal Term as aforesaid, the Term shall expire on the Second Renewal Expiration Date, or such earlier date upon which the Second Renewal Term shall terminate in accordance with this Lease. In the event the Term is so extended pursuant to one or both of the aforesaid options, (A) the annual Base Rent payable by Tenant during the First Renewal Term then in effectand the Second Renewal Term, as applicable, shall be at the case may berates set forth and determined in accordance with Sections 3.02(b) and 3.02(c), then respectively, (B) the Participation Rent shall be as provided in Section 3.03, and (C) the Participation Rent Threshold shall be determined in accordance with Section 3.03(f). If the Term of this Lease is extended pursuant to one or both of the aforesaid options, all of the provisions of this Lease shall be extended for continue in full force and effect until the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinExpiration Date.

Renewal Options. Lessee shall Provided that Tenant is not in default under this Lease either at the time it exercises the Renewal Options set forth below, or at the date a Renewal Term begins, Tenant will have the right to extend renew this Lease with respect to the Aircraft for two (2) successive periods having a duration five (5) year terms (the "Renewal Terms") by giving notice of two years each exercise of the Renewal Option to Landlord at least six (each such period being hereinafter referred to as a “6) months before the end of the Lease Term and the first Renewal Term”. If Tenant fails to deliver timely written notice of exercise of a Renewal Option to Landlord, all Renewal Options shall lapse and Tenant will have no further privilege to extend the Lease Term. Each Renewal Term shall be on the same terms and conditions of this Lease (unless by their very nature inapplicable), except that Rent payable by Tenant to Landlord during each commencing at Renewal Term shall be based on the expiration prevailing "market rental rate" for comparable space in competing buildings of the Basic Term or a similar size, type, quality and location as reasonably calculated by Landlord for each Renewal Term, as BUT IN NO EVENT less than the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term rate in force at a rate of 3% per annum through the end of such the preceding Lease Term. Determination of the effective "market rental rate" will give appropriate consideration to rental rates for renewals, rental escalations, tenant improvement allowances, common area charges, operating costs, and other terms that would affect the economics in a similar lease renewal at a competing building in the area. If Landlord and Tenant are unable to agree on the "market rental rate" to be applied to the Property, Landlord and Tenant shall select a highly qualified and reputable real estate professional with at least ten (10) years of experience in the relevant leasing market (the "Arbiter") to determine the "market rental rate." If Landlord and Tenant are unable to agree on the Arbiter, the resident manager of the largest commercial real estate brokerage house in Phoenix will select the Arbiter from a major brokerage house other than his or her own. The term "largest" means the brokerage house with the largest sales volume in the preceding calendar year. In addition to paying the Rent determined pursuant to this Paragraph 28, Tenant will continue to pay Tenant's Proportionate Share of Operating Costs and all other sums required under this Lease during each Renewal Term. Each such option If this Lease, or Tenant's right to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day possession of the Premises, shall expire or terminate for any reason whatsoever before Tenant exercises the Renewal Term then in effectOptions, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination or if Tenant has sublet or assigned all or any portion of the applicable Fair Market Rental Value of the Aircraft by mutual agreement Premises other than to a Tenant Affiliate, then immediately upon such expiration or Independent Appraisal)termination, and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date subletting or (ii) the last day of assignment, the Renewal Term then in effect, as Options shall simultaneously terminate and become null and void. The Renewal Options are personal to Tenant. Under no circumstances shall a subtenant or an assignee other than a Tenant Affiliate have the case may be), Lessee shall either deliver an irrevocable notice right to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of exercise the Renewal Term then in effectOptions. TIME IS OF THE ESSENCE OF THIS PROVISION. XXXX SOUTHBANK II, as the case may beL.L.C. a Minnesota Limited Liability Company By: XXXX PROPERTIES, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentenceINC. Its: Managing Member By: ------------------------------- Its: VP ----------------------- LANDLORD MINDSPRING ENTERPRISES, and otherwise on the same conditions provided for herein.INC. By: ------------------------------- Its: VICE PRESIDENT, HUMAN RESOURCES ----------------------- TENANT

Renewal Options. (a) As long as Lessee shall have is not in uncured default in the right performance of its covenants under this lease of which Lessor has given Lessee written notice, Lessee is hereby granted the option to extend renew the term of this Lease with respect to lease for one (1) additional period of five (5) years, the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “"Renewal Term”), each commencing " to commence at the expiration of the Basic initial term of this lease. Lessee shall exercise its option to renew as follows: Lessee shall deliver written notice to Lessor at least six (6) months prior to the expiration of the current term of this lease that Lessee may exercise its renewal option. Within thirty (30) days of Lessor's receipt of Lessee's written notice, Lessor shall notify Lessee in writing of the Market Base Rental Rate (hereinafter defined) that Lessee shall pay during such renewal term. Within forty five (45) days after receipt of such written notice from Lessor, Lessee shall, if it elects, deliver written notice to Lessor of its election to exercise its renewal option hereunder. If Lessee does not respond within such forty five (45) day period, Lessee's right to renew hereunder shall terminate. All terms of this lease shall apply to such renewal option, except (i) the Base Rental (hereinafter defined) during the Renewal Term or a Renewal Termshall be the then prevailing Market Base Rental Rate at the time Lessee exercises the respective renewal option, as (ii) Lessee shall not have an option to renew this lease beyond the case may be. During any such expiration of the Renewal Term, (aiii) Lessee shall not have the right to assign its renewal rights to any sublessee or assignee of the Premises nor may a sublessee or assignee exercise such renewal right, and (iv) the monthly Basic Rent shall leasehold improvements will be provided in their then existing condition (i.e. on an "as-is" basis) at the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) the last day of time the Renewal Term then in effect, as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereincommences.

Renewal Options. Lessee So long as this Lease is in full force and effect and Tenant is not in Default on the date that Tenant exercises a Renewal Option (as hereinafter defined), Tenant shall have the right option (the “Renewal Option”) to extend this Lease with respect to the Aircraft Term for two successive all or any portion of the Premises for three (3) additional periods having a duration of two five (5) years each (each such period being hereinafter referred to as a the “Renewal TermPeriods”) at the Prevailing Market Rate (as hereinafter defined), provided that the proposed Premises upon commencement of such Renewal Period and any other space on a partial floor that was formerly leased to Tenant prior to commencement of such Renewal Period shall each commencing at be commercially marketable units, as reasonably determined by Landlord, and otherwise in compliance with all Laws. Tenant shall provide Landlord written notice of Tenant’s desire to extend the Term of this Lease not less than (i) one hundred eighty (180) days prior to the expiration of the Basic Term or a Renewal Term, as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent if Tenant occupies less than 50,000 square feet of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value Building as of the last day commencement of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such applicable Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 Period, (ii) two hundred seventy (270) days prior to (i) the Lease Expiry Date expiration of the Term if Tenant occupies 50,000 or more square feet and less than 75,000 square feet of the Building as of the commencement of the applicable Renewal Period, or (iiiii) three hundred sixty (360) days prior to the last day expiration of the Term if Tenant occupies 75,000 or more square feet of the Building as of the commencement of the applicable Renewal Period (each, a “Renewal Notice Period”). Landlord shall provide Tenant with a written proposal setting forth Landlord’s determination of the Prevailing Market Rate to extend the Term of this Lease within thirty (30) days of such notice. Thereafter, Landlord and Tenant shall have thirty (30) days from delivery of Landlord’s proposal to Tenant to enter into an amendment to this Lease agreeing on terms and conditions of such renewal of this Lease (the “Negotiation Period”). If Landlord and Tenant are unable to agree on the Prevailing Market Rate within such Negotiation Period, then the Prevailing Market Rate shall be determined by the Three Appraiser Method set forth below. The “Three Appraiser Method” shall operate as follows; The Prevailing Market Rate shall be based upon the current fair market rental rate for renewals of comparable space in comparable Class A office space in the Westshore Business District submarket of Tampa, Florida, including tenant improvement or other allowances, concessions (including, without limitation, free rent), operating expense stops, and market real estate commissions, for deals executed within the twelve (12) months prior to Tenant’s exercise of the Renewal Term then Option, provided that such prevailing market rate shall be based upon the fact that the Base Year shall be adjusted to the calendar year in effectwhich the first year of the Renewal Period falls. The Prevailing Market Rate shall be determined by a board of three (3) qualified and impartial real estate appraisers, one of whom shall be named by Landlord, one by Tenant, and the two so appointed shall select a third appraiser. Each member of the board of appraisers shall be licensed in Florida as a real estate appraiser, specializing in the case may befield of commercial office leasing in the Westshore Business District submarket of Tampa, Florida, having no less than ten (10) years’ experience in such field, and recognized as ethical and reputable within the field. Within 30 Landlord and Tenant agree to make their appointments within twenty (20) days after Landlord and Tenant are unable to agree upon the Prevailing Market Rate. The two (2) appraisers selected by Landlord and Tenant shall select the third appraiser within ten (10) days after they both have been appointed, and each appraiser, within fifteen (15) days after the third appraiser is elected, shall submit his or her determination of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor the Prevailing Market Rate. The Prevailing Market Rate shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value appraiser that is not the highest or the lowest (or, if two (2) appraisers reach an identical determination, the determination of such two (2) appraisers), which determination shall be final and binding on Landlord and Tenant. Landlord and Tenant shall each pay the fee of the Aircraft appraiser selected by mutual agreement or Independent Appraisal)it, and promptly following such calculation (but in any event no later than they shall equally share the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day payment of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day fee of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for hereinthird.

Renewal Options. Lessee shall have the right Landlord hereby grants Tenant two (2) options to extend renew this Lease with respect to the Aircraft for two successive periods having a duration of two years each (each such period being hereinafter referred to as a “Renewal Term”)Lease, each commencing option to be for a period of sixty (60) months, for a total of one hundred twenty (120) months in the event both renewal options are exercised. Each said renewal option shall be exercised by Tenant notifying Landlord thereof in writing not more than two hundred ten (210) and at least one hundred eighty (180) days prior to the expiration of the Basic Term then current lease or a Renewal Termrenewal term, as the case may be. During any such Renewal Term, In the event a renewal agreement has not been executed at least one hundred twenty (a120) days prior to the monthly Basic Rent shall be the monthly equivalent expiration date of the Fair Market Rental Value of current lease or renewal term, the Aircraft option shall automatically become null and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Termvoid. Each such option to renew renewal shall be exercised upon written revocable notice from Lessee subject to Lessor given not less than 300 days prior to all of the terms and conditions of this Lease except that (i) the Lease Expiry Date or Basic Rental payable during each renewal term shall be as set forth below and (ii) no further renewal option shall exist during the last day second renewal term. It shall be a condition to Tenant’s exercising any renewal option herein granted that (y) Tenant not be then in default under this Lease and (z) Tenant shall have previously exercised the immediately preceding renewal option, if any, so that the second renewal option may not be exercised if Tenant has failed to exercise the first renewal option. The Basic Rental for each renewal term shall be based on the then prevailing rental rates for properties of equivalent quality, size, utility and location in the Dallas/Forth Worth market, with the length of the Renewal Term then in effect, as lease term and the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] and Lessor shall calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination credit worthiness of the applicable Fair Market Rental Value Tenant taken into account. Upon notification from Tenant of its intent to exercise each renewal option, Landlord shall, within fifteen (15) days thereafter, notify Tenant in writing of the Aircraft by mutual agreement or Independent Appraisal)Basic Rental for the applicable renewal term; Tenant shall, and promptly within fifteen (15) days following such calculation (but receipt of same, notify Landlord in any event no later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day writing of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease acceptance or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day rejection of the Renewal Term then in effectproposed Basic Rental. In the event of rejection by Tenant, as the case may be, then this Lease Basic Rental for the applicable renewal term shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to the preceding sentence, and otherwise on the same conditions provided for herein.determined as follows: