Common use of Exercise of Options Clause in Contracts

Exercise of Options. In order to exercise either the Renewal ------------------- Option or the Sale Option with respect to a Lease Supplement, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days prior to the end of the applicable Base Term or Renewal Term (except that, in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease Supplement.

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

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

Exercise of Options. The term of each Option granted to CELGENE hereunder shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning on the date on which CELGENE receives notice thereof pursuant to Section 2.2.2 and continuing for a period of three (3) months ("Option Period"). In order the event that this Agreement terminates during any Option Period(s) for any reason other than due to CELGENE's breach of this Agreement, each such Option Period, and the rights and obligations of the parties under Sections 2.2.3, 2.2.4 and 2.2.5 with respect to the relevant THALIDOMIDE INVENTION, shall continue in full force and effect for the duration of each such three (3) month period and, if applicable, the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION shall be deemed to be CMCC's CONFIDENTIAL INFORMATION, pursuant to the terms of this Agreement. CELGENE may exercise either the Renewal ------------------- Option or the Sale its Option with respect to a Lease Supplement, Lessee shall give irrevocable any THALIDOMIDE INVENTION at any time during the relevant Option Period by providing written notice to Lessor not more than 290 days nor less than 270 days prior CMCC and/or such THIRD PARTY RESEARCHER, as applicable, with a copy to BIOVENTURE, stating its intention to exercise such Option. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred in connection with the end preparation, filing and prosecution of patent applications directed towards the applicable Base Term or Renewal Term (except that, relevant THALIDOMIDE INVENTION in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required FIELD ("Patent Costs") during the Base Term or a Renewal TermOption Period, Lessee shall be deemed, provided that if CELGENE notifies CMCC in the case of the Base Term and each Renewal Term (other than the Renewal Term writing that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase it rejects its Option with respect to all of the Lease Supplements. In additionrelevant THALIDOMIDE INVENTION, if no Lease Event of Default CELGENE shall have occurred and then be continuing, Lessee may at no obligation to pay for any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days Patent Costs incurred after the date receipt of such noticenotice by CMCC. If CELGENE expressly rejects its Option or the Option Period lapses without any such written notice from CELGENE, specified by Lessee then CMCC and otherwise in accordance such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease Supplementrelevant THALIDOMIDE INVENTION.

Exercise of Options. In order The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the following manner. Tenant may deliver notice (the “Option Interest Notice”) to exercise either the Renewal ------------------- Option or the Sale Option with respect to a Lease Supplement, Lessee shall give irrevocable written notice to Lessor Landlord not more than 290 days eighteen (18) months nor less than 270 days fifteen (15) months prior to the end expiration of the applicable Base then Lease Term, stating that Tenant is interested in exercising its option. The Option Interest Notice shall include a designation (the “Option Term Premises Designation”) indicating whether Tenant will lease all of the Premises or Renewal a Permitted Portion of the Premises during the subject Option Term (except thatand, if a Permitted Portion of the Premises, designating the Permitted Portion of the Premises Tenant shall lease, subject to the terms of Section 2.2.1, above). If Tenant fails to include an Option Term Premises Designation in the case of a Renewal Term of less than 270 daysOption Interest Notice in accordance with the terms hereof, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee Tenant shall be deemed to have chosen elected to lease the Purchase entire Premises during the subject Option with respect Term. If Landlord timely receives the Option Interest Notice, Landlord shall deliver notice (the “Option Rent Notice”) to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is Tenant not less than ninety fourteen (9014) months prior to the expiration of the then Lease Term, setting forth the Landlord’s determination of Market Rent. At Tenant’s election, if Xxxxxx has previously delivered the Option Interest Notice, Tenant may, by written notice to Landlord, on or before the date occurring thirteen (13) months prior to the expiration of the then Lease Term, request the parties exchange their respective determinations of the Market Rent which each party would submit to arbitration, if arbitration were to occur under Section 2.2.4, below, and within ten (10) days after the date of such noticerequest, specified by Lessee Landlord and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements Tenant shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and each simultaneously deliver to the buyer a Support Agreement, conforming with other their determinations of the requirements therefor Market Rent (provided that the determination of the Market Rent submitted by Landlord shall not exceed the Market Rent set forth in the Operative DocumentsOption Rent Notice) that each would submit to arbitration if arbitration were to occur under Section 2.2.4, together with grantsbelow (the “Arbitration Fair Market Rental Values”) (provided that if Tenant has requested an exchange of Arbitration Fair Market Rental Values and Landlord fails to provide Landlord’s Arbitration Fair Market Rental Value, then the Option Rent contained in the Option Rent Notice shall be deemed Landlord’s Arbitration Fair Market Rental Value, and, so long as Tenant has delivered to Landlord its Arbitration Fair Market Rental Value, the Arbitration Fair Market Rental Values shall be deemed determined and exchanged). Whether or not Arbitration Fair Market Rental Values were determined and exchanged pursuant to the terms above, if Tenant wishes to exercise such option, Tenant shall, on or before the “Option Exercise Date,” as that term is defined below, have the right to exercise the option by delivering written notice thereof to Landlord, and upon, and concurrent with, such exercise, Tenant shall, at its option, either (A) accept the Market Rent contained in the Option Rent Notice, in recordable formwhich case the Option Rent shall be the amount set forth in the Option Rent Notice, (B) accept Landlord’s Arbitration Fair Market Rental Value (to the extent the same has been previously provided pursuant to the terms hereof), in which case the Option Rent shall be Landlord’s Arbitration Fair Market Rental Value, or (C) object to both the Market Rent contained in the Option Rent Notice, and, if applicable, Landlord’s Arbitration Fair Market Rental Value, in which case the parties shall follow the procedure, and the Option Rent shall be determined, as set forth in Section 2.2.4 below, but subject to the terms and conditions, when appropriate, of easements Section 2.2.2 above. Whether or licenses not Tenant has previously delivered the Option Interest Notice, Tenant shall, on or before the Option Exercise Date have the right to exercise the option by delivering notice (the “Option Exercise Notice”) thereof to Landlord. In the event that Tenant shall reject or fail to affirmatively accept the Option Rent set forth in the Option Rent Notice, or if Tenant did not deliver the Option Interest Notice but delivered the Option Exercise Notice on or before the Option Exercise Date, the parties shall follow the procedure, and all other rights and authorities necessary for the operation Option Rent shall be determined, as set forth in place-in use Section 2.2.4, below. The “Option Exercise Date” shall mean the date occurring twelve (12) months prior to the expiration of any such Systems subject to such the then Lease SupplementTerm.

Exercise of Options. In order to exercise either The Option shall be exercised by Tenant only in the Renewal ------------------- Option or following manner: (i) Tenant shall not be in default on the Sale Option with respect to a Lease Supplement, Lessee delivery date of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall give irrevocable deliver written notice ("Interest Notice") to Lessor Landlord not more than 290 days ten (10) months nor less than 270 days eight (8) months prior to the end expiration of the applicable Base Term or Renewal Term Lease Term, stating that Tenant is interested in exercising the Option, (except thatiii) within fifteen (15) business days of Landlord's receipt of Tenant's written notice, Landlord shall deliver notice ("Option Rent Notice") to Tenant setting forth the Option Rent; and (iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent Notice ("Tenant's Acceptance") and upon, and concurrent with such exercise, Tenant may, at its option, object to the Option Rent contained in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such optionRent Notice. If Lessee shall fail Tenant's failure to deliver such written notice in the time required during Interest Notice or Tenant's Acceptance on or before the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee dates specified above shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses constitute Tenant's election not to exercise the Purchase Option in respect of one or more Option. If Tenant timely and properly exercises its Option, the Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements Term shall be irrevocable at extended for the time it is made or deemed made. Further, an election Option Term upon all of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in this Lease, except that the Operative Documentsrent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, together concurrently with grantsTenant's Acceptance, objects to the Option Rent contained in the Option Rent Notice, in recordable formwhich case the parties shall follow the procedure and the Option Rent shall be determined, of easements or licenses and all other rights and authorities necessary for the operation as set forth in place-in use of any such Systems subject to such Lease SupplementSection 31(d) below.

Exercise of Options. In order Each Option may be exercised by Tenant only in accordance with the following procedure. Tenant must deliver written notice (“Interest Notice”) to exercise either Landlord not more than fifteen (15) months or less than twelve (12) months prior to the Renewal ------------------- Option or then-scheduled expiration of the Sale Term, stating that Tenant is interested in exercising the applicable Option, and specifying in the Interest Notice as to what portion of the Premises Tenant is exercising its Option with respect to a Lease Supplement, Lessee shall give irrevocable written notice (provided that in no event may Tenant extend as to Lessor not more than 290 days nor less than 270 days prior the Initial Premises); Tenant’s failure to specify what portion of the Premises for which the Term is being extended shall be deemed an election by Tenant to exercise the Option as to the end entire Premises. Tenant shall duly vacate all portions of the applicable Base Term or Renewal Term (except that, Premises for which Tenant is not exercising the Option in accordance with the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option terms and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case conditions of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the then-effective Term therefor. For purposes of clarity, if Tenant exercises its first Option with respect to less than the entire Premises, Tenant shall not have the right to exercise its second Option with respect to the portion of the Premises so surrendered. Within sixty (60) days after Landlord’s receipt of Tenant’s Interest Notice, Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the Landlord’s determination of the Base Term Rent for the applicable Extension Term. Within ten (10) business days after receipt of the Option Rent Notice, Tenant shall provide Landlord with irrevocable written notice (“Tenant’s Acceptance”) exercising the Option and stating either (a) that Tenant accepts Landlord’s determination of Base Rent in the Option Rent Notice, or a Renewal Term(b) that Tenant objects to Landlord’s determination of Base Rent and elects to determine Market Rent in accordance with Section 38.4. Time is of the essence hereof and late delivery of the Interest Notice shall not be effective. Failure of Tenant to provide Tenant’s Acceptance shall be deemed Tenant’s election of option (b) above. If Tenant does not give an Interest Notice on or before the date specified above, Lessee Tenant shall be deemed to have chosen irrevocably waived the Purchase right to exercise the Option. Landlord shall not be required to give effect to the Option with respect to all of the Lease Supplements. In addition, if no Lease an Event of Default shall have occurred is outstanding beyond applicable notice and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected cure periods as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise the Interest Notice. The rights contained in accordance with the provisions of this Section 4.4. Lessee's election shall be personal to the original Tenant (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in this Lease) and may only be exercised by the original Tenant (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in this Lease) (and not any other assignee, sublessee or deemed election) other transferee of the Purchase ----------- Option original Tenant’s interest in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease Supplementthis Lease).

Exercise of Options. In order The decision of whether and when to exercise either all or any portion of the Renewal ------------------- Option Options shall be made solely by WPM, and neither COM, COM's attorney-in-fact, Digital Radio nor any of COM's Affiliates shall have any discretion as to whether and when the Options shall be exercised, nor shall they have any disclosure obligations or obligations to advise WPM regarding her decision to exercise or the Sale timing of such exercise, except as provided in Section 9.1. If WPM decides not to exercise all or any portion of such Options she will notify COM as soon as reasonably possible for her to do so and, in any event, she will notify COM no later than ten (10) days before the stated expiration date of such Options of her irrevocable decision not to exercise any or all of such Options (the "Rejected Options"), and in such case, COM, or at his election Digital Radio, shall have the right to exercise any such Rejected Options on his or its own behalf free and clear of any claim of WPM to the shares purchased and WPM will have no further right or interest in such Rejected Options or portion thereof or any security purchased upon their exercise. Upon receipt of written notice of WPM's decision to exercise any Option, Digital Radio shall exercise such Option with respect on behalf of and for the benefit of WPM. WPM's written notice of exercise shall be addressed and delivered to a Lease SupplementDigital Radio's attorney-in-fact for purposes of exercising any Option, Lessee who shall give irrevocable be C. Jamex Xxxxxx (xx his successor as may be named by Digital Radio), 2300 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (xx such other address as Digital Radio may from time to time designate by written notice to Lessor not more WPM). In such notice WPM shall state the option grant, the number of shares to be purchased under said grant and the date of exercise. No later than 290 days nor less than 270 three (3) days prior to the end of time payment for exercise is due from Digital Radio, WPM shall deliver to Digital Radio's attorney-in-fact the applicable Base Term full exercise price (and pro rata related transaction costs) for such Options being exercised in cash, certified check or Renewal Term (except thatcashier's check or by wire transfer; provided, however, that COM and Digital Radio will, at WPM's request, cooperate with WPM in enabling her to exercise the case of a Renewal Term of less than 270 days, such notice Lease shall be given Options concurrently with her obtaining financing or at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the same time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term same way as COM or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In additionDigital Radio does, if no Lease Event either of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor such entities or WPM is able to arrange financing that it chooses enables COM or Digital Radio or WPM to exercise their or her options using funds borrowed from a third party and secured in whole or in part by the Purchase Option in respect of one or more Lease Supplements, Company stock purchased upon such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this exercise. See also Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease Supplement9.5 hereto.

Exercise of Options. In order Each Option may be exercised by Tenant only in accordance with the following procedure. Tenant must deliver written notice (“Exercise Notice”) to exercise either Landlord not more than fifteen (15) months nor less than (1) year prior to the Renewal ------------------- Option or then-scheduled expiration of the Sale Option Term, stating that Tenant is exercising the Option; such Exercise Notice shall be irrevocable. Tenant may elect, at the time it delivers its Exercise Notice, to reduce the Premises by terminating the Lease with respect to the top floor or the top two floors (a Lease Supplement, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days prior to the end of the applicable Base Term or Renewal Term “Reduction Option”) (except that, in the case of a Renewal Term of less than 270 days, with such notice Lease shall be given termination being effective at the commencement of such Renewal the exercised Extension Term). After Landlord’s receipt of Tenant’s Exercise Notice, as Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case Landlord’s determination of the Base Term and each Renewal Term Rent for the Extension Term. Within ten (other than 10) business days after receipt of the Renewal Term Option Rent Notice, Tenant shall provide Landlord with irrevocable written notice (“Tenant’s Response”) stating either (a) that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and Tenant accepts Landlord’s determination of Base Rent in the case ----------- Option Rent Notice, or (b) that Tenant objects to Landlord’s determination of the Renewal Term ending April 30, 2002, Base Rent and elects to have elected the Purchase Option pursuant to determine Market Rent in accordance with Section 4.238.4. If Tenant fails to timely deliver a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal TermTenant’s Response, Lessee Tenant shall be deemed to have chosen objected to the Purchase Base Rent in the Option Rent Notice and elected to determine Market Rent in accordance with respect to all Section 38.4. Time is of the Lease Supplementsessence hereof and late notice shall not be effective. If Tenant does not give an Exercise Notice on or before the dates specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. If Tenant does not exercise the first Option, the second Option shall be null and void and of no further force or effect. Landlord shall not be required to give effect to an Option if an Event of Default is outstanding as the date of the Exercise Notice or Tenant’s Response. The rights contained in this Article shall be personal to the original Tenant and may only be exercised by the original Tenant, a Permitted Transferee which takes an Assignment of the Lease, or an “Approved Assignee” (but not by any other sublessee or assignee). An Approved Assignee shall be an assignee that is approved by Landlord pursuant to Section 12.1 above, and also meets the requirement of having investment grade credit (with investment grade credit being defined as BBB or better pursuant to Xxxxx’x and/or Standard and Poor’s) both at the time of assignment and at the time of Option exercise. In addition, if no Lease Event of Default shall have occurred and then an Approved Assignee must be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as full occupancy of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable Building at the time it is made or deemed madetakes an assignment and at the time it exercises such Extension Right. Further, an election of An Approved Assignee shall have no right to exercise the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease SupplementReduction Option.

Exercise of Options. In order to exercise either The Options shall be exercised by Tenant ------------------- only in the Renewal ------------------- Option or following manner: (i) Tenant shall not be in default on the Sale Option with respect to a Lease Supplement, Lessee delivery date of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall give irrevocable deliver written notice ("INTEREST NOTICE") to Lessor Landlord not more than 290 days ten (10) months nor less than 270 days eight (8) months prior to the end expiration of the applicable Base Term or Renewal Lease Term (except thator first Option Term, as applicable), stating that Tenant is interested in exercising the Option, (iii) within fifteen (15) business days of Landlord's receipt of Tenant's written notice, Landlord shall deliver notice ("OPTION RENT NOTICE") to Tenant setting forth the Option Rent; and (iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent Notice ("TENANT'S ACCEPTANCE") and upon, and concurrent with such exercise, Tenant may, at its option, object to the Option Rent contained in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such optionRent Notice. If Lessee shall fail Tenant's failure to deliver such written notice in the time required during Interest Notice or Tenant's Acceptance on or before the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee dates specified above shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses constitute Tenant's election not to exercise the Purchase Option in respect of one or more Option. If Tenant timely and properly exercises its Option, the Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election Term (or deemed electionfirst Option Term, as applicable) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at extended for the time it is made or deemed made. Further, an election Option Term upon all of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in this Lease, except that the Operative Documentsrent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, together concurrently with grantsTenant's Acceptance, objects to the Option Rent contained in the Option Rent Notice, in recordable formwhich case the parties shall follow the procedure and the Option Rent shall be determined, of easements or licenses and all other rights and authorities necessary for the operation as set forth in place-in use of any such Systems subject to such Lease SupplementSection 2.2.4 below.

Exercise of Options. In order Grantor may exercise any right to renew or extend the term of the Ground Lease contained therein without the prior written consent of Agent. Grantor shall give Agent simultaneous written notice of the exercise either of such option or right to renew or extend, together with a copy of the Renewal ------------------- Option instrument given to the lessor under the Ground Lease exercising such option or right, and, thereafter, shall promptly deliver to Agent a copy of any acknowledgment by the Sale Option lessor under such Ground Lease with respect to a Lease Supplementthe exercise of such option or right. If such option or right has not been exercised as aforesaid, Lessee shall give irrevocable written notice to Lessor then not more than 290 days nor less than 270 days prior to the end of the applicable Base Term or Renewal Term one hundred eighty (except that, in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option 180) and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety one hundred fifty (90150) days after before the date right of Grantor to exercise any option or right to renew or extend the term of the Ground Lease shall expire, Grantor shall give Agent written notice specifying the date, term and manner for which such option or renewal is to be exercised. Within fifteen (15) business days of written demand by Agent, Grantor shall exercise any such option or renewal which is necessary to extend the term of the Ground Lease beyond the term of this Instrument or to comply with any law affecting Grantor or Agent or which is necessary, in Agent’s reasonable judgment, to preserve the value of the security intended to be afforded by this Instrument. Grantor shall promptly provide evidence of such noticeexercise of such option or right to Agent’s reasonable satisfaction. In the event that Grantor fails to so exercise any such option or right or in the event of any default hereunder which is continuing beyond the applicable cure periods, specified by Lessee Grantor hereby agrees and otherwise grants to Agent all right and authority to exercise such option in accordance with the provisions name of this Section 4.4Grantor or in its own name. Lessee's election (Notwithstanding anything herein to the contrary, Grantor shall not exercise any purchase options, rights of first offer or deemed election) rights of first refusal in the Purchase ----------- Option in respect Ground Lease without the prior written consent of one Agent, which consent shall not be unreasonably withheld, conditioned or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Furtherdelayed including, an election of the Sale Option in respect without limitation, delivery of a Lease Supplement mortgage on the fee interest. Nothing contained herein shall be deemed automatically revoked if affect or limit any rights of Agent granted under the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease SupplementGround Lease.