Common use of Exercise of Options Clause in Contracts

Exercise of Options. Each Option may be exercised by Tenant only in accordance with the following procedure. Tenant must deliver written notice (“Interest Notice”) to Landlord not more than fifteen (15) months or less than twelve (12) months prior to the then-scheduled expiration of the 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 (provided that in no event may Tenant extend as to less than 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 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 (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, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease).

Exercise of Options. Each Option may The options contained in this Section 2.2 shall be exercised by Tenant Tenant, if at all, only in accordance with the following proceduremanner. Tenant must may deliver written notice (the “Option Interest Notice”) to Landlord not more than eighteen (18) months nor less than fifteen (15) months or less than twelve (12) months prior to the then-scheduled expiration of the then Lease Term, stating that Tenant is interested in exercising the applicable Option, and specifying in the its option. The Option Interest Notice as to what portion shall include a designation (the “Option Term Premises Designation”) indicating whether Tenant will lease all of the Premises or a Permitted Portion of the Premises during the subject Option Term (and, if a Permitted Portion of the Premises, designating the Permitted Portion of the Premises Tenant is exercising its shall lease, subject to the terms of Section 2.2.1, above). If Tenant fails to include an Option with respect to (provided that Term Premises Designation in no event may Tenant extend as to less than 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option Interest Notice in accordance with the terms and conditions of the Lease 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 Premiseshereof, Tenant shall not be deemed to have elected to lease the right to exercise its second entire Premises during the subject Option with respect to Term. If Landlord timely receives the portion of the Premises so surrendered. Within sixty (60) days after Landlord’s receipt of Tenant’s Option Interest Notice, Landlord shall deliver notice (the “Option Rent Notice”) to Tenant not less than fourteen (14) 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 Base 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 for the applicable Extension Term. Within which each party would submit to arbitration, if arbitration were to occur under Section 2.2.4, below, and within ten (10) business days after receipt of such request, Landlord and Tenant shall each simultaneously deliver to the other their determinations of the Market Rent (provided that the determination of the Market Rent submitted by Landlord shall not exceed the Market Rent set forth in the Option Rent Notice) that each would submit to arbitration if arbitration were to occur under Section 2.2.4, below (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 which 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 Section 2.2.2 above. Whether or 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 provide Landlord with irrevocable written notice (“Tenant’s Acceptance”) exercising reject or fail to affirmatively accept the Option and stating either (a) that Tenant accepts Landlord’s determination of Base Rent set forth in the Option Rent Notice, or (b) that if Tenant objects to Landlord’s determination of Base Rent and elects to determine Market Rent in accordance with Section 38.4. Time is of did not deliver the essence hereof and late delivery of the Option 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 but delivered the Option Exercise Notice on or before the date specified aboveOption Exercise Date, Tenant the parties shall follow the procedure, and the Option Rent shall be deemed to have irrevocably waived determined, as set forth in Section 2.2.4, below. The “Option Exercise Date” shall mean the right to exercise the Option. Landlord shall not be required to give effect date occurring twelve (12) months prior to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date expiration of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease)then Lease Term.

Exercise of Options. Each The Option may shall be exercised by Tenant only in accordance with the following procedure. manner: (i) Tenant must shall not be in default on the delivery date of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall deliver written notice (“"Interest Notice”") to Landlord not more than fifteen ten (1510) months or nor less than twelve eight (12) 8) months prior to the then-scheduled expiration of the Lease Term, stating that Tenant is interested in exercising the applicable Option, and specifying in the Interest Notice as to what portion (iii) within fifteen (15) business days of the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 's receipt of Tenant’s Interest Notice's written notice, Landlord shall deliver notice (“"Option Rent Notice”") to Tenant setting forth the Landlord’s determination of the Base Rent for the applicable Extension Term. Within ten Option Rent; and (10iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent NoticeNotice ("Tenant's Acceptance") and upon, and concurrent with such exercise, Tenant shall provide Landlord with irrevocable written notice (“Tenant’s Acceptance”) exercising may, at its option, object to the Option Rent contained in the Option Rent Notice. Tenant's failure to deliver the Interest Notice or Tenant's Acceptance on or before the dates specified above shall be deemed to constitute Tenant's election not to exercise the Option. If Tenant timely and stating either (a) properly exercises its Option, the Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that Tenant accepts Landlord’s determination of Base the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant's Acceptance, objects to the Option Rent contained in the Option Rent Notice, or (b) that Tenant objects to Landlord’s determination of Base in which case the parties shall follow the procedure and the Option 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 (bdetermined, as set forth in Section 31(d) above. If Tenant does not give an Interest Notice on or before the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease)below.

Exercise of Options. Each The Option may shall be exercised by Tenant only in accordance with the following procedure. manner: (i) Tenant must shall not be in default, and shall not have been in default under this Lease more than once beyond the expiration of all notice and cure periods provided in this Lease, on the delivery date of the Interest Notice and Tenant’s Acceptance; (ii) Tenant shall deliver written notice (“Interest Notice”) to Landlord not more than fifteen (15) months or less than twelve (12) months nor less than nine (9) months prior to the then-scheduled expiration of the Lease Term, stating that Tenant is interested in exercising the applicable Option, and specifying in the Interest Notice as to what portion ; (iii) within fifteen (15) business days of the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 Noticewritten notice, Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the Landlord’s determination of the Base Rent for the applicable Extension Term. Within ten Option Rent; and (10iv) 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 shall provide Landlord with irrevocable written notice Notice (“Tenant’s Acceptance”) exercising and upon, and concurrent with such exercise, Tenant may, at its option, object to the Option Rent contained in the Option Rent Notice. Tenant’s failure to deliver the Interest Notice or Tenant’s Acceptance on or before the dates specified above shall be deemed to constitute Tenant’s election not to exercise the Option. If Tenant timely and stating either (a) properly exercises its Option, the Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that Tenant accepts Landlordthe rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant’s determination of Base acceptance, objects to the Option Rent contained in the Option Rent Notice, or (b) that Tenant objects to Landlord’s determination of Base in which case the parties shall follow the procedure and the Option 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 (bdetermined, as set forth in Section 31(d) above. If Tenant does not give an Interest Notice on or before the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease)below.

Exercise of Options. Each Option may be exercised by If Tenant only in accordance with wishes to exercise a renewal option hereunder, Tenant shall, on or before the following procedure. Tenant must deliver written notice (“Interest Notice”) to Landlord not more than date occurring fifteen (15) months prior to the expiration of the initial Lease Term for the Premises, exercise the option by delivering notice to Landlord of such exercise by Xxxxxx (the “Option Notice”). Landlord and Tenant acknowledge that if Tenant delivers the Option Notice, the Lease Term shall be extended for the Option Term for all space then leased by Tenant in the Building and any First Offer Space then leased by Xxxxxx and that the procedure for determination of the Option Rent as provided in this Section 2.2 below shall apply in order to determine the Option Rent for the entire Premises. Failure of Tenant to deliver the Option Notice to Landlord on or less before such date shall be deemed to constitute Tenant’s failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the initial Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the Rent shall be the Option Rent determined as follows. Tenant shall be entitled to request that Landlord notify Tenant of Landlord’s estimate of the Option Rent prior to Tenant’s delivery of the Option Notice. Within thirty (30) days after such request by Xxxxxx (but not earlier than twelve eighteen (12) 18). months prior to the then-scheduled expiration of the initial Lease Term or first Option 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 (provided that in no event may Tenant extend as to less than the Initial Premisesapplicable); 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 notify Tenant of Landlord’s estimate of the Option Rent for the applicable Option Term (the “Information Estimate”); provided that neither Xxxxxx’s request for the Information Estimate nor Xxxxxxxx’s notice thereof shall create any liability for or obligation of either party. Landlord shall determine the Option Rent for the Option Term by using its good faith judgment. Whether or not Landlord has previously delivered the Information Estimate, Landlord shall provide written notice (“Option Rent Notice”) to Tenant setting forth the of Landlord’s determination of the Base Option Rent for within thirty (30) days after Tenant provides the applicable Extension Option Notice to Landlord; provided, however, that Landlord shall not be obligated to provide the Option Rent Notice prior to the date which is eighteen (18) months before the commencement of the Option Term. Within ten Tenant shall have twenty (1020) business days (“Tenant’s Review Period”) after receipt of Landlord’s Option Rent Notice within which to accept such rental or to reasonably object thereto in writing. Tenant’s failure to object by written notice to Landlord within said twenty (20) business day period shall be deemed to constitute Tenant’s disapproval of the Option Rent Notice, Tenant shall provide specified by 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. In the event Tenant timely objects in writing or is deemed to have objected by failing to object in writing within said five (5) business day period, or Landlord and Tenant shall attempt to agree upon such Option Rent using their diligent good faith efforts. If Landlord and Tenant fail to reach agreement within thirty (b30) that Tenant objects to Landlorddays following Tenant’s determination of Base Review Period (“Outside Agreement Date”), then the Option Rent and elects to determine Market Rent shall be determined by arbitration in accordance with Section 38.4Sections 2.2.3.1 through 2.2.3.7 below. 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 aboveWarner Center III\Health Net\JS\December 22, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease).2003

Exercise of Options. Each Option (a) Subject to their prior termination pursuant to Section 7.1, the Options may be exercised by Tenant in whole or in part only after the occurrence of an Acquisition Event as that term is defined in accordance with the following procedure. Tenant must deliver Reorganization Agreement. (b) In the event Tehama is entitled to and wishes to exercise the Options, it shall send to Humboldt a written notice (“Interest Notice”the date of which being herein referred to as the "Notice Date") specifying (i) the total number of shares it will purchase pursuant to Landlord such exercise and (ii) a place and date not more earlier than fifteen three Business Days nor later than 60 Business Days from the Notice Date for the closing of such purchase (15the "Closing Date"); provided that if prior notification to or approval of the Federal Reserve Board or any other regulatory agency is required in connection with such purchase, Tehama shall promptly file the required notice or application for approval, shall promptly notify Humboldt of such filing, and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. (c) months or less than twelve At the closing referred to in subsection (12) months prior b), Tehama shall pay to Humboldt the aggregate purchase price for the shares of Common Stock purchased pursuant to the then-scheduled expiration exercise of the TermOptions in immediately available funds by wire transfer to a bank account designated by Humboldt, stating provided that Tenant is interested in failure or refusal of Humboldt to designate such a bank account shall not preclude Tehama from exercising the applicable OptionOptions. (d) At such closing, and specifying simultaneously with the delivery of immediately available funds as provided in subsection (c), Humboldt shall deliver to Tehama a certificate or certificates representing the Interest Notice as number of shares of Common Stock purchased by Tehama. (e) Upon the giving by Tehama to what portion Humboldt of the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than the Initial Premises); Tenant’s failure to specify what portion written notice of exercise of the Premises Options provided for which the Term is being extended shall be deemed an election by Tenant to exercise the Option as to the entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 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 under subsection (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 the tender 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 aboveapplicable purchase price in immediately available funds, Tenant Tehama shall be deemed to have irrevocably waived be the right to exercise holder of record of the Option. Landlord shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of Humboldt shall then be closed or that certificates representing such shares of Common Stock shall not then be required actually delivered to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest NoticeTehama. The rights contained in this Section Humboldt shall be personal to the original Tenant (pay all expenses, 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 (all federal, state and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in this Lease) (and not any other assignee, sublessee local taxes or other transferee charges that may be payable in connection with the preparation, issue and delivery of stock certificates hereunder in the original Tenant’s interest in this Lease)name of Tehama.

Exercise of Options. Each Option Mortgagor may be exercised by Tenant only in accordance with exercise any right to renew or extend the following procedureterm of the Ground Lease contained therein without the prior written consent of Agent. Tenant must deliver Mortgagor shall give Agent simultaneous written notice (“Interest Notice”) of the exercise of such option or right to Landlord renew or extend, together with a copy of the 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 lessor under such Ground Lease with respect to the exercise of such option or right. If such option or right has not been exercised as aforesaid, then not more than one hundred eighty (180) and not less than one hundred fifty (150) days before the right of Mortgagor to exercise any option or right to renew or extend the term of the Ground Lease shall expire, Mortgagor shall give Agent written notice specifying the date, term and manner for which such option or renewal is to be exercised. Within fifteen (15) months business days of written demand by Agent, Mortgagor shall exercise any such option or less than twelve (12) months prior 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 Mortgagor 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. Mortgagor shall promptly provide evidence of such exercise of such option or right to Agent’s reasonable satisfaction. In the event that Mortgagor 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, Mortgagor hereby agrees and grants to Agent all right and authority to exercise such option in the name of Mortgagor or in its own name. Notwithstanding anything herein to the then-scheduled expiration contrary, Mortgagor shall not exercise any purchase options, rights of the Term, stating that Tenant is interested in exercising the applicable Option, and specifying first offer or rights of first refusal in the Interest Notice as to what portion Ground Lease without the prior written consent of the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than the Initial Premises); Tenant’s failure to specify what portion of the Premises for Agent, which the Term is being extended shall be deemed an election by Tenant to exercise the Option as to the entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 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 (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 consent shall not be effectiveunreasonably withheld, conditioned or delayed including, without limitation, delivery of a mortgage on the fee interest (full ownership). Failure Nothing contained herein shall affect or limit any rights 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 Agent granted under the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section shall be personal to the original Tenant (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in this Ground 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 other transferee of the original Tenant’s interest in this Lease).

Exercise of Options. Each The Option may shall be exercised by Tenant only in accordance with the following proceduremanner set forth herein. For the first Option Term and the Second Option Term, (i) Tenant must shall deliver written notice (“Interest Option Notice”) to Landlord not more than fifteen (15) months or less than twelve (12) months prior to the then-scheduled then- current expiration date of the Lease 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 (provided that in no event may Tenant extend as to less than 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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, ii) Tenant shall not have be in default (beyond all applicable notice and cure periods) on the right to exercise its second delivery date of the Option Notice or Tenant’s Acceptance [defined below]. Additionally, with respect to the portion of Second Option Term, the Premises so surrenderedfollowing provisions shall apply. Within sixty fifteen (6015) business days after of Landlord’s receipt of Tenant’s Interest Noticethe Option Notice for the second Option Term, Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the Landlord’s determination of the Base Option Rent for the applicable Extension second Option Term. Within ; and if Tenant desires to maintain its exercise of such Option in effect, Tenant shall provide Landlord written notice within ten (10) business days after receipt of the Option Rent Notice, Tenant shall provide Landlord with irrevocable written notice Notice (“‘Tenant’s Acceptance”) exercising and upon, and concurrent with such exercise, Tenant may, at its option, object to the Option and stating either (a) that Tenant accepts Landlord’s determination of Base Rent contained in the Option Rent Notice. Tenant’s failure to deliver the Option Notice (for either the first of second Option), or (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 (bfor the second Option) above. If Tenant does not give an Interest Notice on or before the date dates specified above, Tenant above shall be deemed to have irrevocably waived the right constitute Tenant’s election not to exercise such Option, and such Option shall be null and void and of no further force or effect. If Tenant timely and properly exercises the Option. Landlord , the Lease Term shall not be required to give effect extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the Base Year and Basic Rental for the subject Option Term shall be as provided in Article 31(b) above; provided, however, if Tenant, concurrently with Tenant’s Acceptance, objects to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights Rent contained in this Section the Option Rent Notice for the second Option Term, the parties shall follow the procedure and the Option Rent shall be personal to the original Tenant (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest determined, as set form in this LeaseSection 31(d) 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 other transferee of the original Tenant’s interest in this Lease)below.

Exercise of Options. Each Promptly upon receipt of notice that a REIT Option may be has been exercised, AMC shall cause the REIT to notify the Partnership. At such time as any REIT Option is exercised by Tenant only in accordance with an Optionee, the following procedure. Tenant must deliver written notice (“Interest Notice”) will be deemed to Landlord not more than fifteen (15) months or less than twelve (12) months prior to the then-scheduled expiration of the Term, stating that Tenant is interested in exercising the applicable Option, and specifying occur in the Interest Notice as to what portion of the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 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 following order: (a) that Tenant accepts Landlord’s determination of Base Rent in the Option Rent Notice, or (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, Tenant The REIT shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect purchased from IAC a number of GP Units equal to the Option if an Event number of Default is outstanding beyond applicable notice and cure periods REIT shares covered by the exercised REIT Option, divided by the Conversion Factor (as defined in IAC's partnership agreement); (b) The REIT shall be deemed to have purchased the GP Units for a price equal to the fair market value of such shares at the date of exercise of the Interest NoticeREIT Option; (c) IAC shall be deemed to have purchased the number of REIT shares covered by the exercised REIT Option for such market value of such shares; (d) IAC shall be deemed to have contributed such shares to AMC and then AMC shall be deemed to have contributed such shares to the Partnership and AMC's Capital Account will be increased by the fair market value of such shares; (e) The Partnership shall be deemed to have sold such REIT shares to the Optionee for an amount equal to the product of the Option Price and the number of shares covered by such exercised REIT Options (the "TOTAL SHARE PRICE"); (f) The Partnership shall be deemed to have distributed to AMC and then AMC shall be deemed to have distributed to IAC the Total Share Price; (g) A deduction in the amount of the Total Share Price shall be made to AMC's Capital Account in the Partnership; and (h) The Partnership shall allocate to AMC a deduction (the "REIT DEDUCTION AMOUNT") in the amount of (i) the difference between the per share fair market value of the shares deemed to have been contributed and the Option Price multiplied by (ii) the number of shares deemed to have been contributed. The rights contained Partnership shall then make a corresponding reduction in this Section an amount equal to the REIT Deduction Amount to AMC's Capital Account. For ease of administration, upon the exercise of a REIT Option, the above-steps shall be personal consummated by (1) the REIT, on behalf of the Partnership, issuing REIT shares covered by the exercised REIT Option directly to the original Tenant Optionee, (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in this Lease2) 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 other transferee Optionee paying the Total Share Price directly to the REIT for the account of the original Tenant’s interest in Partnership and (3) the REIT, on behalf of the Partnership and AMC, assigning the Total Share Price directly to IAC. Notwithstanding the preceding sentence, each of steps (a) through (h) above shall be deemed to have occurred for the purposes of this Lease)Agreement.

Exercise of Options. Each Option may The options contained in this Section 3.4 shall be exercised by Tenant Tenant, if at all, only in accordance with the following proceduremanner set forth in this Section 3.4.3. Tenant must shall deliver written notice (the “Interest Exercise Notice”) to Landlord not more than fifteen (15) months or nor less than twelve (12) months prior to the then-scheduled expiration of the then existing Lease Term, stating that Tenant is interested in thereby exercising the applicable Option, and specifying in the Interest its option. The Exercise Notice as to what portion of the Premises shall specify whether Tenant is exercising its Option with respect to (provided that in no event may Tenant extend such option as to all of the 6340 Building, all of the 6310 Building and/or all of the 6290 Building. Within thirty (30) days following its delivery of such Exercise Notice, Tenant shall deliver to Landlord Tenant’s calculation of the Market Rent or indicate that the Escalated Rent is less than the Initial Premises); Market Rent (the “Tenant’s failure Option Rent Calculation”). Landlord shall deliver notice (the “Landlord Response Notice”) to specify what portion of Tenant on or before the Premises for date which the Term is being extended shall be deemed an election by Tenant to exercise the Option as to the entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 thirty (6030) days after Landlord’s receipt of Tenant’s Interest Notice, Landlord shall deliver notice (“Option Rent NoticeCalculation (the “Landlord Response Date”), stating that (A) to Landlord is accepting Tenant’s Option Rent Calculation, or (B) if Tenant’s Option Rent Calculation indicates that Tenant believes that the Market Rent is less than the Escalated Rent, rejecting Tenant’s Option Rent Calculation and setting forth the Landlord’s determination calculation of the Base Market Rent for (the applicable Extension Term“Landlord’s Option Rent Calculation”). Within ten fifteen (1015) business days after of its receipt of the Option Rent Landlord SEQUENCE TECHNOLOGY CENTER [Expansion and Extension Amendment] [DexCom, Inc.] Response Notice, Tenant shall provide Landlord with irrevocable written notice (“Tenant’s Acceptance”) exercising the Option and stating either (a) that Tenant accepts may, at its option, accept Landlord’s determination of Base Rent in the Option Rent Notice, or (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) aboveCalculation. If Tenant does not give an Interest Notice on affirmatively accept or before Tenant rejects Landlord’s Option Rent Calculation, the date specified aboveparties shall follow the procedure, Tenant and the Market Rent shall be deemed to have irrevocably waived determined as set forth in Section 3.4.4. By way of clarification, if Tenant’s Option Rent Calculation indicates that the right to exercise Escalated Rent is less than the Option. Landlord Market Rent or if the parties otherwise agree that the Escalated Rent is less than the Market Rent, then the Escalated Rent shall not apply and there shall be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date no need for determination of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease)Market Rent.

Exercise of Options. Each Option Leasehold Mortgagor may be exercised by Tenant only in accordance with exercise any right to renew or extend the following procedureterm of the Ground Lease contained therein without the prior written consent of Agent. Tenant must deliver Leasehold Mortgagor shall give Agent simultaneous written notice (“Interest Notice”) of the exercise of such option or right to Landlord renew or extend, together with a copy of the 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 lessor under such Ground Lease with respect to the exercise of such option or right. If such option or right has not been exercised as aforesaid, then not more than one hundred eighty (180) and not less than one hundred fifty (150) days before the right of Leasehold Mortgagor to exercise any option or right to renew or extend the term of the Ground Lease shall expire, Leasehold Mortgagor shall give Agent written notice specifying the date, term and manner for which such option or renewal is to be exercised. Within fifteen (15) months business days of written demand by Agent, Leasehold Mortgagor shall exercise any such option or less than twelve (12) months prior 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 Leasehold Mortgagor 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. Leasehold Mortgagor shall promptly provide evidence of such exercise of such option or right to Agent’s reasonable satisfaction. In the event that Leasehold Mortgagor 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, Leasehold Mortgagor hereby agrees and grants to Agent all right and authority to exercise such option in the name of Leasehold Mortgagor or in its own name. Notwithstanding anything herein to the then-scheduled expiration contrary, Leasehold Mortgagor shall not exercise any purchase options, rights of the Term, stating that Tenant is interested in exercising the applicable Option, and specifying first offer or rights of first refusal in the Interest Notice as to what portion Ground Lease without the prior written consent of the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than the Initial Premises); Tenant’s failure to specify what portion of the Premises for Agent, which the Term is being extended shall be deemed an election by Tenant to exercise the Option as to the entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 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 (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 consent shall not be effectiveunreasonably withheld, conditioned or delayed including, without limitation, delivery of a mortgage on the fee interest. Failure Nothing contained herein shall affect or limit any rights 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 Agent granted under the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section shall be personal to the original Tenant (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in this Ground 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 other transferee of the original Tenant’s interest in this Lease).

Exercise of Options. Each Option may The options contained in this Section 2.2 shall be exercised by Tenant Tenant, if at all, only in accordance with the following procedure. manner: (i) Tenant must shall deliver written notice (“Interest Notice”) to Landlord not more than fifteen (15) months or less than twelve (12) months nor less than nine (9) months prior to the then-scheduled expiration of the initial Lease Term, stating that Tenant is interested in exercising the applicable Optionits option; (ii) Landlord, and specifying in the Interest Notice as to what portion of the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 Noticenotice, Landlord shall deliver notice (the “Option Rent Notice”) to Tenant not more than thirty (30) days after receipt of Tenant’s notice, setting forth the First Option Rent or Second Option Rent, each as applicable; and (iii) if Tenant wishes to exercise such option, Tenant may, by written notice to Landlord’s determination of , on or before the Base Rent for the applicable Extension Term. Within ten date occurring thirty (1030) business days after Tenant’s 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 request Landlord’s determination of Base the Fair Market Rent Rate which Landlord would submit to arbitration, if arbitration were to occur under Section 2.2.4, below, and within ten (10) business days of such request, Landlord and Tenant shall each simultaneously deliver to the other their determinations of the Fair Market Rent Rate (provided that the determination of the Fair Market Rent Rate submitted by Landlord shall not exceed the Option Rent set forth in the Option Rent Notice) that each would submit to arbitration if arbitration were to occur under Section 2.2.4, below (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); and (iv) whether or not Arbitration Fair Market Rental Values were determined and exchanged pursuant to Section 2.2.3(iii), above, if Tenant wishes to exercise such option, Tenant shall, on or before the date occurring thirty (30) days after Tenant’s receipt of the Option Rent Notice, 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 Option Rent contained in the Option Rent Notice, in which 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 (bC) that Tenant objects object to both the Option Rent contained in the Option Rent Notice, and, if applicable, Landlord’s determination of Base Arbitration Fair Market Rental Value, in which case the parties shall follow the procedure, and the Option 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 abovedetermined, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect as set forth in Section 2.2.4 below, but subject to the Option if an Event terms and conditions, when appropriate, of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease)2.2.2 above.

Exercise of Options. Each If Tenant wishes to exercise a renewal option hereunder, Tenant shall, on or before the date occurring nine (9) months prior to the expiration of the initial Lease Term for the Majority Space (or nine (9) months prior to the expiration of the first Option may be exercised Term for the Majority Space, if applicable), exercise the option by delivering notice to Landlord of such exercise by Tenant only (the “Option Notice”). Landlord and Tenant acknowledge that if Tenant delivers an Option Notice, the Lease Term shall be extended for the Option Term for all space then leased by Tenant in accordance with the following procedureBuilding including, without limitation, the Majority Space, the 22nd Floor Space and any First Offer Space then leased by Tenant, that the procedure for determination of the Option Rent as provided in this Section 2.2 below shall apply in order to determine the Option Rent for the entire Premises (including the 22nd Floor Space), but that the Option Terms shall commence and shall expire on slightly different dates for the 22nd Floor Space as compared to the remainder of the Premises due to the separate Lease Expiration Dates specified in Section 5.3 of the Summary. Failure of Tenant to deliver the Option Notice to Landlord on or before such date shall be deemed to constitute Tenant’s failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the initial Lease Term or first Option Term, as applicable, shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the Rent shall be the Option Rent determined as follows. Tenant must deliver written notice shall be entitled to request that Landlord notify Tenant of Landlord’s estimate of the Option Rent prior to Tenant’s delivery of the Option Notice. Within thirty (“Interest Notice”30) to Landlord days after such request by Tenant (but not more earlier than fifteen (15) months or less than twelve (12) months prior to the then-scheduled expiration of the initial Lease Term or first Option 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 (provided that in no event may Tenant extend as to less than the Initial Premisesapplicable); 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 notify Tenant of Landlord’s estimate of the Option Rent for the applicable Option Term (the “Information Estimate”); provided that neither Tenant’s request for the Information Estimate nor Landlord’s notice thereof shall create any liability for either party. Landlord shall determine the Option Rent for the Option Term by using its good faith judgment. Whether or not Landlord has previously delivered the Information Estimate, Landlord shall provide written notice (“Option Rent Notice”) to Tenant setting forth the of Landlord’s determination of the Base Option Rent within thirty (30) days after Tenant provides the Option Notice to Landlord; provided, however, that Landlord shall not be obligated to provide the Option Rent Notice for an Option Term prior to the applicable Extension date which is fifteen (15) months before the commencement of such Option Term. Within ten Tenant shall have thirty (1030) business days (“Tenant’s Review Period”) after receipt of Landlord’s Option Rent Notice within which to accept such rental or to reasonably object thereto in writing. Tenant’s failure to object by written notice to Landlord within said thirty (30) day period shall be deemed to constitute Tenant’s acceptance of the Option Rent Notice, Tenant shall provide specified by 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. In the event Tenant timely objects in writing, or Landlord and Tenant shall attempt to agree upon such Option Rent using their best good faith efforts. If Landlord and Tenant fail to reach agreement within thirty (b30) that Tenant objects to Landlorddays following Tenant’s determination of Base Review Period (“Outside Agreement Date”), then the Option Rent and elects to determine Market Rent shall be determined by arbitration in accordance with Section 38.4. Time is of the essence hereof and late delivery of the Interest Notice shall not be effective. Failure of Tenant to provide Tenant’s Acceptance shall be deemed Tenant’s election of option (b) above. If Tenant does not give an Interest Notice on or before the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease)Sections 2.2.3.1 through 2.2.3.7 below.

Exercise of Options. Each Option 3.1 The Options may be exercised by Tenant only in accordance with the following procedure. Tenant must deliver Option Holder by giving to Sellers written notice (“Interest Notice”) of its election to Landlord not more than fifteen (15) months or less than twelve (12) months do so prior to the then-scheduled expiration of the TermOption Period (the "Option Notice"). 3.2 Notwithstanding the forgoing, stating that Tenant is interested in exercising for a period of 30 days following expiration of the applicable Option, Sellers may require Option Holder to purchase the KITT Assets and specifying in the Interest Notice as KPTO Assets (the "Put") for the KITT Purchase Price and the KPTO Purchase Price respectively, subject to what portion of the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of this Option Agreement. The Put may be exercised by Seller by giving to Option Holder written notice of their election to do so prior to the Lease on the last day expiration of the thenPut period (the "Put Notice"). In order to be effective, the Put Notice must include the KITT Assets. 3.3 The issuance of the Option Notice by Option Holder or Put Notice by Sellers shall immediately create an effective and binding agreement between AM 1440 and Option Holder for the sale of the KPTO Assets by Radio 1440 to Option Holder at the KPTO Purchase Price, and an effective and binding agreement between Tri-effective Term thereforState and Option Holder for the sale of the KITT Assets by Tri-State to Option Holder at the KITT Purchase Price. For purposes Upon the exercise of claritythe Options the parties hereto covenant and agree with each other to act in good faith and in a commercially reasonable manner to draft and execute agreements containing customary representations, warranties and indemnities by each of the Sellers and all of the applicable terms and conditions contained herein (the "Purchase Agreements") for the sale of the KITT Assets and KPTO Assets respectively, provided, however, if Tenant exercises its first Option with respect to less than the entire Premises, Tenant shall parties cannot have the right to exercise its second Option with respect mutually agree to the portion terms of the Premises so surrendered. Within sixty (60) Purchase Agreements within 10 business days after Landlord’s Seller's receipt of Tenant’s Interest the Option Notice, Landlord the terms of this Option Agreement shall deliver notice (“Option Rent Notice”) serve as the Purchase Agreement, and each Seller shall promptly file any and all necessary documents with the FCC in order to Tenant setting forth effectuate the Landlord’s determination transfer of the Base Rent Assets from each Seller to Option Holder. The consummation of any sale of the Assets and assignment of the licenses issued by the FCC for the applicable Extension Termoperation of either of the Stations shall be subject to the receipt of any necessary prior approval of the FCC. Within ten (10) business days after receipt of delivery of an Option Notice or Put Notice, the parties shall file with the FCC applications (the "FCC Applications") requesting consent to the assignment of the FCC Licenses to Option Rent NoticeHolder. Thereafter the parties shall diligently prosecute the FCC Applications, Tenant and shall provide Landlord any additional information that the FCC may request in connection with irrevocable written notice (“Tenant’s Acceptance”) exercising any such application, and to oppose any petition or other objection filed against any such application or against the transactions contemplated in this Option and stating either (a) Agreement. In the event that Tenant accepts Landlord’s determination of Base Rent Sellers do not perform their obligations in accordance with this Section, Option Holder shall have the Option Rent Notice, or (b) that Tenant objects right to Landlord’s determination of Base Rent and elects to determine Market Rent seek specific performance in accordance with Section 38.46 hereof. 3.4 In order to be effective, both Options must be exercised simultaneously. Time is In the event the FCC does not approve both the transaction for the sale of the essence hereof KITT Assets and late the transaction for the KPTO Assets, Sellers shall not be obligated to sell the Stations to Option Holder and shall not be obligated to consummate the transactions provided. However, in such case, the Returned Amount (as defined herein) shall be returned to Option Holder within twenty (20) calendar days. 3.5 Option Holder may terminate this Option Agreement at by time by providing written Notice to the Sellers (the "Termination Notice"). If, within thirty (30) days of after delivery of the Interest Termination Notice shall Sellers do not be effective. Failure of Tenant deliver to provide Tenant’s Acceptance Option Holder the Put Notice, the Returned Amount (as defined herein) shall be deemed Tenant’s election of option (b) above. If Tenant does not give an Interest Notice on or before the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect returned to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section shall be personal to the original Tenant Holder within twenty (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in this Lease20) 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 other transferee of the original Tenant’s interest in this Lease)calendar days.

Exercise of Options. Each Option may be exercised by Tenant only in accordance with In the following procedure. Tenant must deliver written notice (“Interest Notice”) to Landlord not more than fifteen (15) months or less than twelve (12) months prior to the then-scheduled expiration event of Tenant’s timely and proper delivery of the Term, stating that Tenant is interested in exercising the applicable Option, and specifying in the Interest Extension Notice as to what portion of the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 under Section 2.4.1 above with respect to the portion Extension Option, Landlord shall provide written notice of Landlord’s reasonable, good faith determination of the Premises so surrendered. Within sixty fair market rental rate not later than ninety (6090) days after following Landlord’s receipt of Tenant’s Interest such Extension Notice, Landlord . Tenant shall deliver notice have twenty (“Option Rent Notice”) to Tenant setting forth the Landlord’s determination of the Base Rent for the applicable Extension Term. Within ten (1020) business days after receipt of Landlord’s notice of the Option Rent Notice, Tenant shall provide Landlord with irrevocable fair market rental rate within which to either accept or object to such proposed fair market rental rate by delivering written notice (“Exercise Notice”) thereof to Landlord. For purposes of this Section, the last day of such 20-business day period shall be referred herein as the “Exercise Date”. Tenant’s Acceptance”) exercising failure to deliver the Option and stating either (a) that Tenant accepts Landlord’s determination of Base Rent in the Option Rent Notice, or (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 Exercise Notice on or before the date specified aboveExercise Date shall be deemed to constitute Tenant’s waiver of the Extension Option. If Tenant disagrees with Landlord’s determination of the fair market rental rate but Landlord and Tenant are unable to resolve such disagreement as to the fair market rental rate within 15 business days (“Option Resolution Period”), then either (i) Tenant shall have the option to rescind its option to extend and the Extension Option shall be null and void as of the Exercise Date, and Landlord and Tenant shall have no further liability to the other under this Section 2.4 or (ii) Tenant and Landlord shall have the fair market rental rate determined by an appraiser who is acceptable to both parties. Tenant shall make an election of (i) or (ii) above prior to the expiration of the Option Resolution Period (absent such election, Tenant shall be deemed to have irrevocably waived the right to exercise the Optionelected option (i)). Landlord The appraiser determining such fair market rental rate shall not be required to give effect deliver such determination to the Option if an Event of Default is outstanding beyond applicable notice parties within 30 days after his or her selection. Such determination shall be in writing and cure periods as be final and binding upon the date parties hereto. The parties hereto shall bear the cost of the Interest Noticeservices of such appraiser equally. The rights contained appraiser selected to determine the fair market rental rate must have at least 5 years of experience in this Section shall be personal the appraisal of properties similar to the original Tenant (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest Premises 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 other transferee vicinity of the original Tenant’s interest in this Lease)Premises.

Exercise of Options. Each Option may The options contained in this Section 3.4 shall be exercised by Tenant Tenant, if at all, only in accordance with the following proceduremanner set forth in this Section 3.4.3. Tenant must shall deliver written notice (“Interest the "Exercise Notice”") to Landlord not more than fifteen (15) months or nor less than twelve (12) months prior to the then-scheduled expiration of the then existing Lease Term, stating that Tenant is interested in thereby exercising the applicable Option, and specifying in the Interest its option. The Exercise Notice as to what portion of the Premises shall specify whether Tenant is exercising its Option with respect to (provided that in no event may Tenant extend such option as to all of the 6340 Building, all of the 6310 Building and/or all of the 6290 Building. Within thirty (30) days following its delivery of such Exercise Notice, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent or indicate that the Escalated Rent is less than the Initial PremisesMarket Rent (the "Tenant's Option Rent Calculation"); 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 the "Landlord Response Notice”") to Tenant on or before the date which is thirty (30) days after Landlord's receipt of Tenant's Option Rent Calculation (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation, or (B) if Tenant's Option Rent Calculation indicates that Tenant believes that the Market Rent is less than the Escalated Rent, rejecting Tenant's Option Rent Calculation and setting forth the Landlord’s determination 's calculation of the Base Market Rent for (the applicable Extension Term"Landlord's Option Rent Calculation"). Within ten fifteen (1015) business days after of its receipt of the Option Rent Landlord Response Notice, Tenant shall provide Landlord with irrevocable written notice (“Tenant’s Acceptance”) exercising the Option and stating either (a) that Tenant accepts may, at its option, accept Landlord’s determination of Base Rent in the 's Option Rent Notice, or (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) aboveCalculation. If Tenant does not give an Interest Notice on affirmatively accept or before Tenant rejects Landlord's Option Rent Calculation, the date specified aboveparties shall follow the procedure, Tenant and the Market Rent shall be deemed to have irrevocably waived determined as set forth in Section 3.4.4. By way of clarification, if Tenant's Option Rent Calculation indicates that the right to exercise Escalated Rent is less than the Option. Landlord Market Rent or if the parties otherwise agree that the Escalated Rent is less than the Market Rent, then the Escalated Rent shall not apply and there shall be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date no need for determination of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease)Market Rent.

Exercise of Options. Each Option may (i) The Suite 2030 Options shall be exercised by Tenant only in accordance with the following procedure. manner: (i) Tenant must shall not be in default beyond any applicable cure periods on the delivery date of the Exercise Notice; and (ii) Tenant shall deliver written notice (“"Exercise Notice") to Landlord not less than six (6) months prior to the expiration of the then current Lease Term as to Suite 2030, stating that Tenant is exercising the Option. Tenant's failure to deliver the Exercise Notice on or before the date specified above shall be deemed to constitute Tenant's election not to exercise the Suite 2030 Option. If Tenant timely and properly exercises its Suite 2030 Option(s), the Lease Term shall be extended as to Suite 2030 for an additional twenty-one (21) months upon all of the terms and conditions set forth in this Lease. (ii) The Option shall be exercised by Tenant only in the following manner: (A) Tenant shall not be in default beyond any applicable cure periods on the delivery date of the Interest Notice and Tenant's Acceptance; (B) Tenant shall deliver written notice ("Interest Notice”") to Landlord not more than fifteen (15) months or less than twelve (12) months nor less than nine (9) months prior to the then-scheduled expiration of the Lease Term, stating that Tenant is interested in exercising the applicable Option, and specifying in the Interest Notice as to what portion (C) within fifteen (15) business days of the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 's receipt of Tenant’s Interest Notice's written notice, Landlord shall deliver notice (“"Option Rent Notice”") to Tenant setting forth the Landlord’s determination of the Base Rent for the applicable Extension Term. Within ten Option Rent; and (10D) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within fifteen (15) business days after receipt of the Option Rent NoticeNotice ("Tenant's Acceptance") and upon, and concurrent with such exercise, Tenant shall provide Landlord with irrevocable written notice (“Tenant’s Acceptance”) exercising may, at its option, object to the Option Rent contained in the Option Rent Notice. Tenant's failure to deliver the Interest Notice or Tenant's Acceptance on or before the dates specified above shall be deemed to constitute Tenant's election not to exercise the Option. If Tenant timely and stating either (a) properly exercises its Option, the Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that Tenant accepts Landlord’s determination of Base the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant's Acceptance, objects to the Option Rent contained in the Option Rent Notice, or (b) that Tenant objects to Landlord’s determination of Base in which case the parties shall follow the procedure and the Option 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 (bdetermined, as set forth in Section 31(d) above. If Tenant does not give an Interest Notice on or before the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease)below.

Exercise of Options. Each Option may be exercised by Tenant only in accordance with the following procedure. Tenant must deliver written notice (“Interest Exercise Notice”) to Landlord not more than fifteen (15) months or nor less than twelve (121) months year prior to the then-scheduled expiration of the Term, stating that Tenant is interested in exercising the applicable Option; such Exercise Notice shall be irrevocable. Tenant may elect, and specifying in at the Interest Notice as time it delivers its Exercise Notice, to what portion of reduce the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than 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 entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of terminating the Lease 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 top floor or the top two floors (a “Reduction Option”) (with such termination being effective at the commencement of the Premises so surrenderedexercised Extension Term). Within sixty (60) days after After Landlord’s receipt of Tenant’s Interest Exercise Notice, Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the Landlord’s determination of the Base 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 AcceptanceResponse”) exercising the Option and stating either (a) that Tenant accepts Landlord’s determination of Base Rent in the Option Rent Notice, or (b) that Tenant objects to Landlord’s determination of Base Rent and elects to determine Market Rent in accordance with Section 38.4. If Tenant fails to timely deliver a Tenant’s Response, Tenant shall be deemed to have objected to the Base Rent in the Option Rent Notice and elected to determine Market Rent in accordance with Section 38.4. Time is of the essence hereof and late delivery of the Interest Notice 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 Exercise Notice on or before the date 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 the an Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest NoticeExercise Notice or Tenant’s Response. The rights contained in this Section Article 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 Tenant, a Permitted Transferee which is 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 Tenant’s then-remaining entire interest 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, an Approved Assignee must be in this Lease) (and not any other assignee, sublessee or other transferee full occupancy of the original Tenant’s interest in this Lease)Building at the time it takes an assignment and at the time it exercises such Extension Right. An Approved Assignee shall have no right to exercise the Reduction Option.

Exercise of Options. Each Option Grantor may be exercised by Tenant only in accordance with exercise any right to renew or extend the following procedureterm of the Ground Lease contained therein without the prior written consent of Agent. Tenant must deliver Grantor shall give Agent simultaneous written notice (“Interest Notice”) of the exercise of such option or right to Landlord renew or extend, together with a copy of the 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 lessor under such Ground Lease with respect to the exercise of such option or right. If such option or right has not been exercised as aforesaid, then not more than one hundred eighty (180) and not less than one hundred fifty (150) days before the 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) months business days of written demand by Agent, Grantor shall exercise any such option or less than twelve (12) months prior 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 exercise 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, Grantor hereby agrees and grants to Agent all right and authority to exercise such option in the name of Grantor or in its own name. Notwithstanding anything herein to the then-scheduled expiration contrary, Grantor shall not exercise any purchase options, rights of the Term, stating that Tenant is interested in exercising the applicable Option, and specifying first offer or rights of first refusal in the Interest Notice as to what portion Ground Lease without the prior written consent of the Premises Tenant is exercising its Option with respect to (provided that in no event may Tenant extend as to less than the Initial Premises); Tenant’s failure to specify what portion of the Premises for Agent, which the Term is being extended shall be deemed an election by Tenant to exercise the Option as to the entire Premises. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 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 (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 consent shall not be effectiveunreasonably withheld, conditioned or delayed including, without limitation, delivery of a mortgage on the fee interest. Failure Nothing contained herein shall affect or limit any rights 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 Agent granted under the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section shall be personal to the original Tenant (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in this Ground 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 other transferee of the original Tenant’s interest in this Lease).

Exercise of Options. Each Option may be exercised by Tenant only in accordance with the following procedure. Tenant must deliver written notice (“Interest Notice”a) to Landlord not more Not later than fifteen (15) months or less than twelve (12) months 30 days prior to the then-scheduled expiration anticipated Transfer Date, Generator shall either notify Penelec of the Termexercise by Generator of its Put Option for the First Contract Year, stating that Tenant is interested in exercising the applicable Option, and specifying in the Interest Notice as to what portion including notification of the Premises Tenant quantity of Installed Capacity for which Generator is exercising its Put Option, or shall notify Penelec that Generator will not exercise its Put Option for the First Contract Year. (b) On the first business day after the day on which Generator is required to exercise, or notify Penelec that it will not exercise, its Put Option for the First Contract Year, Penelec shall either notify Generator of the exercise by Penelec of its Call Option, including notification of the quantity of Installed Capacity for which Penelec is exercising its Call Option, or shall notify Generator that Penelec will not exercise its Call Option for the First Contract Year. (c) If either Party exercises its Option for the First Contract Year, the obligations to provide and sell, and to accept and purchase, Capacity pursuant to such exercised Options shall become effective as of the Transfer Date. (d) By January 15th, Penelec shall notify Generator of the Maximum Put Capacity for the Contract Year (other than the First Contract Year) beginning on the following June 1st. (e) By January 30th, Generator shall either notify Purchaser of the exercise by Generator of its Put Option for the Contract Year (other than the First Contract Year) beginning on the following June 1st, including notification of the quantity of Installed Capacity for which Generator is exercising its Put Option, or shall notify Penelec that it will not exercise its Put Option for such Contract Year. (f) On the first business day after the day on which Generator is required to exercise, or notify Penelec that it will not exercise, its Put Option for the Contract Year (other than the First Contract Year) beginning on the following June 1st, Penelec shall either notify Generator of the exercise by Penelec of its Call Option for such Contract Year, including notification of the quantity of Installed Capacity for which Penelec is exercising its Call Option, or shall notify Generator that Penelec will not exercise its Call Option for such Contract Year. (g) The foregoing schedule is based on the assumption that the PJM Planning Year starts on June 1st and ends on May 31st and on the assumption that the date (the "Capacity Notification Date") by which GPU Energy is required to designate for PJM the sources from which Installed Capacity will be provided to meet GPU Energy's Installed Capacity Obligation is not earlier than 90 days prior to the first day of the respective PJM Planning Year. If the PJM Planning Year start date and/or end date is changed, or the Capacity Notification Date is changed, by PJM, then Penelec may, by providing reasonable notice thereof to Generator, unilaterally change the foregoing notification schedule to provide the same notice periods between the exercise of the Put Option and Call Option and the first day of the PJM Planning Year and the Capacity Notification Date as are provided by the foregoing schedule with respect to a PJM Planning Year beginning on June 1st and a Capacity Notification Date 90 days prior thereto. (provided that in no event may Tenant extend as to less than the Initial Premises); Tenant’s failure to specify what portion of the Premises for which the Term is being extended h) Each notice required or contemplated by this Section 3.05 shall be deemed an election by Tenant to exercise the Option as to the entire Premises. Tenant in writing and shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease 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 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 (b) that Tenant objects to Landlord’s determination of Base Rent and elects to determine Market Rent be given in accordance with Section 38.414.07, Notices. Time is of the essence hereof and late delivery of the Interest Notice shall not be effective. Failure of Tenant to provide Tenant’s Acceptance shall be deemed Tenant’s election of option (b) above. If Tenant does not give an Interest Notice on or before the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease).-------

Exercise of Options. Each Option may The options contained in this Section 2.2 shall be exercised by Tenant Tenant, if at all, only in accordance with the following proceduremanner set forth in this Section 2.2.3. Tenant must shall deliver written notice (the “Interest Intent Notice”) to Landlord not more than fifteen (15) months or less than twelve (12) months nor less than nine (9) months prior to the then-scheduled expiration of the then Lease 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 (provided that in no event may Tenant extend as to less than 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 intends to exercise the Option as to the entire Premisesits option. Tenant shall duly vacate all portions of the Premises for which Tenant is not exercising the Option in accordance Concurrently with the terms and conditions of the Lease 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 Premisessuch Intent Notice, Tenant shall not have the right deliver to exercise its second Option with respect to the portion Landlord Tenant’s calculation of the Premises so surrenderedMarket Rent (the “Tenant’s Option Rent Calculation”). Within sixty Landlord shall deliver notice (60the “Landlord Response Notice”) to Tenant on or before the date which is thirty (30) days after Landlord’s receipt of the Intent Notice and Tenant’s Interest Notice, Landlord shall deliver notice (“Option Rent NoticeCalculation (the “Landlord Response Date”), stating that (A) to Tenant Landlord is accepting Tenant’s Option Rent Calculation as the Market Rent, or (B) rejecting Tenant’s Option Rent Calculation and setting forth the Landlord’s determination calculation of the Base Market Rent for (the applicable Extension Term“Landlord’s Option Rent Calculation”). Within ten (10) business days after of its receipt of the Option Rent Landlord Response Notice, Tenant shall provide Landlord with irrevocable deliver written notice to Landlord (the “Tenant’s AcceptanceExercise Notice”) exercising the Option and stating ), which shall set forth Tenant election to either (ai) that Tenant accepts rescind its Intent Notice, in which event the Lease Term shall expire as then-currently scheduled and the subject Option (and any remaining Option) shall terminate, (ii) accept the Market Rent contained in the Landlord’s determination of Base Rent in the Option Rent NoticeCalculation, or (biii) that Tenant objects to reject the Market Rent contained in the Landlord’s determination of Base Option Rent Calculation, in which event the parties shall follow the procedure, and elects to determine the Market Rent shall be determined as set forth in accordance with Section 38.42.2.4. Time is of Tenant’s failure to timely deliver the essence hereof and late delivery of the Interest Exercise Notice shall not be effective. Failure of Tenant conclusively deemed to provide Tenant’s Acceptance shall be deemed constitute Tenant’s election of option to proceed pursuant to alternative (biii) above. If Tenant does not give an Interest Notice on or before from the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in this Section 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 other transferee of the original Tenant’s interest in this Lease)immediately preceding sentence.