TiVo 2009 Annual Report Download - page 150

(b) The Furniture shall be delivered in its "as is" condition as of the date hereof, subject only to reasonable wear and tear. Landlord makes no
warranty, express or implied, as to any matter whatsoever including, without limitation, the design or condition of the Furniture, its merchantability or its
fitness or capacity or durability for any particular purpose or the quality of material or workmanship of the Furniture. Landlord shall have no liability to
Tenant for any claim, loss or damage caused or alleged to be caused directly, indirectly, incidentally or consequentially by the Furniture, by any inadequacy
thereof or deficiency or defect therein, by any incident whatsoever in connection therewith, arising in strict liability, negligence or otherwise, or in any way
related to or arising out of this lease of the Furniture.
(c) Tenant shall not directly or indirectly create, incur, or suffer to exist any mortgage, lien, security interest, charge, encumbrance or claims on or
with respect to the Furniture, title thereto or any interest therein and Tenant shall immediately, at its own expense, take such action as may be necessary to
discharge any such liens. Tenant shall, at its sole expense, keep the Furniture in the condition received, ordinary wear and tear and damage by casualty and
condemnation excepted, and shall not make any material changes in the physical construction (the moving or reconfiguration of work stations shall not be
deemed a material change) of the Furniture, except to the extent approved in writing by Landlord, in Landlord's reasonable discretion. Tenant shall bear the
entire risk of Furniture being lost, destroyed, damaged or otherwise rendered permanently unfit or unavailable for use (excepting ordinary wear and tear) from
any cause whatsoever (hereinafter called an "Event of Loss") after its delivery to Tenant. If an Event of Loss shall occur with respect to any Furniture, Tenant
shall promptly and fully notify Landlord thereof in writing. In such an event, Tenant shall promptly pay to Landlord an amount equal to value, at replacement
cost, new without deduction for depreciation of the Furniture so lost, destroyed, damaged or otherwise rendered permanently unfit or unavailable for use or
replace the Furniture with furniture of like quality, in Tenant's reasonable discretion (and/or Landlord shall be permitted to deduct repair or replacement costs
for the Furniture from the New Security Deposit). Tenant shall not remove any of the items comprising the Furniture from the Expansion Space.
8. Option to Extend.
(a) Subject to the terms of this Section 8 and Section 9 below, Landlord hereby grants to Tenant the option (the "Extension Option") to extend the
Expansion Space Term of the Amended Lease with respect to the entire Expansion Space only for one (1) additional period of one (1) year (the "Option
Term"), on the same terms, covenants and conditions as provided for in the Amended Lease during the Expansion Space Term of the Amended Lease, except
that (i) Tenant shall have no further extension rights, and (ii) all economic terms such as, without limitation, Base Rent, Additional Rent, parking charges, etc.
shall be established based on the "fair market rental rate" for the Expansion Space for the Option Term as defined and determined in accordance with the
provisions of this Section 8 below.
(b) The Extension Option must be exercised, if at all, by written notice ("Extension Notice") delivered by Tenant to Landlord no earlier than the
date which is nine (9) months, and no later than the date which is six (6) months, prior to the expiration of the Expansion Space Term.
(c) The term "fair market rental rate" as used in this Section 8 shall mean the annual amount per rentable square foot, projected during the
relevant period, that a willing, comparable, non-equity, renewal tenant (excluding sublease and assignment transactions) would pay, and a willing institutional
landlord of a comparable Class "A" quality office building located in San Jose, California in a similar geographic area as the Expansion Space ("Comparison
Area") would accept, at arm's length (what Landlord is accepting in current transactions for the Park may be considered), for space comparable in size, quality
and floor height as the leased area at issue taking into account the age, quality and layout of the existing improvements in the leased area at issue and taking
into account items that professional real estate brokers customarily consider, including, but not limited to, rental rates, office space availability, tenant size,
tenant improvement allowances, operating expenses and allowance, parking charges, and any other economic matters then being charged by Landlord or the
lessors of such similar office buildings.
(d) Landlord's determination of fair market rental rate shall be delivered to Tenant in writing not later than thirty (30) days following Landlord's
receipt of Tenant's Extension Notice. Tenant will have thirty (30) days ("Tenant's Review Period") after receipt of Landlord's notice of the fair market rental
rate within which to accept such fair market rental rate or to object thereto in writing. Tenant's failure to object to the fair market rental rate submitted by
Landlord in writing within Tenant's Review Period will conclusively be deemed Tenant's approval and acceptance thereof. If Tenant objects to the fair market
rental rate submitted by Landlord within Tenant's Review Period, then Landlord and Tenant will attempt in good faith to agree upon such fair market rental
rate using their best good faith efforts. If Landlord and Tenant fail to reach agreement on such fair market determination within ten (10) days following the
expiration of Tenant's Review Period (the "Outside Agreement Date"), then the Extension Option shall be void and of no force or effect, unless within ten
(10) days following the Outside Agreement Date, Tenant demands appraisal in accordance with the following, in which event Landlord and Tenant shall
submit their respective good faith determinations of fair market for the Expansion Space for the relevant period of time to appraisal in accordance with the
provisions below.
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