Common use of First Renewal Option Clause in Contracts

First Renewal Option. Subtenant is hereby granted the option to extend the Term of this Sublease, with respect to all of the Sublet Premises as then constituted, in “as-is” condition, for one (1) consecutive additional period of one (1) year commencing on the day following the Sublease Termination Date (the “First Renewal Term”), on the following terms and conditions: (i) No Event of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement of the First Renewal Term (unless Sublandlord elects, in its sole discretion, to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party, as hereinafter defined); (iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option (the “First Renewal Notice”) not less than 240 days nor more than 395 days prior to the Sublease Termination Date (time being of the essence, and Subtenant’s failure to timely deliver such renewal notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and (v) all Sublease terms for the First Renewal Term shall be the same as specified for the initial Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease except as provided under Section 1.3 hereof, (b) there shall be no allowances or inducements payable by Sublandlord during the First Renewal Term, and (c) Base Rent payable during the First Renewal Term shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt of the First Renewal Notice; provided, however, that if the parties have not agreed in writing as to the rate or rates of Base Rent that will be payable during the First Renewal Term within ninety (90) days after Sublandlord’s receipt of the First Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on or after that date and prior to the parties’ execution of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for the First Renewal Term shall be null and void and the Term shall expire on the Sublease Termination Date.

First Renewal Option. Subtenant is hereby granted A. Tenant shall have the option right to extend the Term of this Sublease, with respect to all of (the Sublet Premises as then constituted, in “as-is” condition, "First Renewal Option") for one (1) consecutive additional period of one (1) year 5 years commencing on the day following the Sublease Termination Date of the initial Term and ending on the fifth anniversary of the Termination Date (the “"First Renewal Term”"), on the following terms and conditionsif: (i) No Event 1. Tenant delivers written notice of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement exercise of the First Renewal Term Option (unless Sublandlord elects, in its sole discretion, to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party, as hereinafter defined); (iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option (the “"First Renewal Notice”") not less than 240 days nor more than 395 days 12 full calendar months prior to the Sublease Termination Date (time being expiration of the essence, and Subtenant’s failure to timely deliver such renewal notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal optioninitial Term; and 2. Tenant is not in default under the Lease beyond any applicable cure periods at the time that Tenant delivers its First Renewal Notice or at the time Tenant delivers its First Binding Notice (defined below); and (v) all Sublease terms 3. Not more than 50% of the Premises is sublet for the remainder of the Initial Term at the time that Tenant delivers its First Renewal Term shall be Notice or at the same as specified time Tenant delivers its First Binding Notice; and 4. Except for a Permitted Transfer, the Lease has not been assigned prior to the date that Tenant delivers its First Renewal Notice or prior to the date Tenant delivers its First Binding Notice; and B. The Base Rent rate per rentable square foot for the initial Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease except as provided under Section 1.3 hereof, (b) there shall be no allowances or inducements payable by Sublandlord during the First Renewal Term, and (c) Base Rent payable Premises during the First Renewal Term shall be agreed upon by equal the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt of Prevailing Market (defined below) rate per rentable square foot for the First Renewal Notice; providedPremises. C. Tenant shall pay Additional Rent (i.e., however, that if Expense Excess and Tax Excess) for the parties have not agreed in writing as to the rate or rates of Base Rent that will be payable Premises during the First Renewal Term within ninety (90) days after Sublandlord’s receipt in accordance with Article IV of the Lease. D. If Tenant timely delivers Tenant's First Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on or after that date and Landlord shall advise Tenant not less than 11 months prior to the parties’ execution expiration of such written agreement confirming the initial Term of the applicable Base Rent, whereupon Subtenant’s election to extend Rent rate for the Term Premises for the First Renewal Term Term. Tenant, within 15 days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the First Renewal Term, shall either (i) give Landlord final binding written notice ("First Binding Notice") of Tenant's exercise of its option, or (ii) if Tenant disagrees with Landlord's determination, provide Landlord with written notice of rejection (the "First Rejection Notice"). If Tenant fails to provide Landlord with either a First Binding Notice or First Rejection Notice within such 15 day period, Tenant's First Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a First Binding Notice, Landlord and Tenant shall enter into the First Renewal Amendment upon the terms and conditions set forth herein. If Tenant provides Landlord with a First Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market Base Rent rate for the Premises during the First Renewal Term. Upon agreement Tenant shall provide Landlord with First Binding Notice and Landlord and Tenant shall enter into the First Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market Base Rent rate for the Premises for the First Renewal Term within 30 days after the date on which Tenant provides Landlord with a First Rejection Notice, Tenant, by written notice to Landlord (the "First Arbitration Notice") within 5 days after the expiration of such 30 day period, shall expire on have the Sublease Termination Dateright to have the Prevailing Market rate determined in accordance with the arbitration procedures described in Section E below. If Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within the 30 day period described and Tenant fails to timely exercise its right to arbitrate, Tenant's First Renewal Option shall be deemed to be null and void and of no further force and effect.

First Renewal Option. Subtenant is hereby granted Tenant shall have an option (the option "First -------------------- Renewal Option") to extend renew the Term of this Sublease, with respect to all or a portion of the Sublet Premises demised under or pursuant to this Lease as then constituted, in “as-is” conditionof the expiration date of the Initial Term (subject to Section 32D), for one (1) consecutive additional period of one (1) year commencing on the day following the Sublease Termination Date term (the “"First Renewal Term”)") of five years, on upon the following terms and conditions: (i1) No Event Tenant gives Landlord written notice of Tenant's election to exercise the First Renewal Option not later than 12 months prior to the expiration date of the Initial Term (which notice shall specify which portion of the Premises Tenant desires to renew); (2) Tenant is not in Default shall existunder this Lease, either at on the time date Tenant exercises the First Renewal Option or on the expiration date of Subtenant’s giving of its renewal notice to Sublandlord or at the Initial Term, and this Lease is in full force and effect on the date on which Tenant exercises the First Renewal Option and on the proposed commencement date of the First Renewal Term (unless Sublandlord elects, in its sole discretion, to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party, as hereinafter defined); (iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option (the “First Renewal Notice”) not less than 240 days nor more than 395 days prior to the Sublease Termination Date (time being of the essence, and Subtenant’s failure to timely deliver such renewal notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option)Term; and (v3) all Sublease terms for the First Renewal Term shall be the same as specified for the initial Term of this Sublease, except that (a) there shall be no further option to renew or extend If Tenant renews the Term of this Sublease except as provided under Section 1.3 hereof, (b) there shall be no allowances or inducements payable by Sublandlord during the First Renewal Term, and (c) Base Rent payable during the First Renewal Term shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt for less than all of the First Renewal Notice; providedPremises, howeversuch lesser portion must consist of all space leased by Tenant on a floor and Tenant may not renew the Term for a particular floor unless Tenant also renews the Term for all space then leased by Tenant on lower floors (not including the space leased by Tenant on the second floor, that if which may, in Tenant's sole discretion, not be included in the parties have space being renewed). (4) Tenant may not agreed in writing as to renew the rate or rates of Base Rent that will be payable during the First Renewal Term within ninety (90) days after Sublandlord’s receipt for any particular part of the First Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered Premises if Tenant has subleased or assigned (other than to Subtenant on or after an Affiliate) that date and part of the Premises for a term that expires less than two years prior to the parties’ execution expiration of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for the First Renewal Term shall be null and void and the Term shall expire on the Sublease Termination DateInitial Term.

First Renewal Option. Subtenant (a) Provided that Tenant is hereby granted not in default of any provision of this Lease both at the time of the exercise of the option to extend the Term of contained in this Sublease, with respect to all of the Sublet Premises as then constituted, in “as-is” condition, for one (1) consecutive additional period of one (1) year commencing on the day following the Sublease Termination Date Section 10.01 (the “First Renewal TermOption”), on the following terms ) and conditions: (i) No Event of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement of the First Renewal Term (unless Sublandlord elects, in its sole discretion, to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party, as hereinafter defined) (or, if a default exists, it is thereafter cured within the applicable grace or cure period); (iv) Subtenant , then Tenant shall have delivered the right to Sublandlord written notice renew the Term (the “Original Term”) for a period of Subtenant’s election to exercise this option five (5) years (the “First Renewal NoticeTerm”) not less than 240 days nor more than 395 days prior to upon the Sublease Termination Date same terms as contained in this Lease (time being of including Article 2 hereof, without any change in the essence, and Subtenant’s failure to timely deliver such renewal notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and Base Tax Year or the Base Year for Operating Expenses) except that (vw) all Sublease terms for the Base Rent during the First Renewal Term shall be determined as provided in Sections 10.01(a) through (g) hereof, inclusive, (x) the same as specified Base Rent shall not be abated, nor shall there be any credit, allowance or concession with respect thereto, (y) Landlord shall not perform any work to the Premises or contribute any sums thereto, and (z) Tenant shall then have only the right to renew the Term for the initial Second Renewal Term of this Sublease, except that (a) there shall be no further option as provided and defined in Section 10.02 hereof). If Tenant so elects to renew or extend the Original Term of this Sublease except as provided under Section 1.3 hereof, (b) there shall be no allowances or inducements payable by Sublandlord during for the First Renewal Term, then Tenant shall give notice to Landlord of such election on or before a date which is six (6) months prior to the commencement of the First Renewal Term. Upon Landlord’s receipt of such notice, this Lease, subject to the provisions of this Section 10.01, shall be automatically extended on the Term Expiration Date for the First Renewal Term with respect to the entire Premises covered by this Lease with the same force and effect as if the First Renewal Term had been originally included in the Term and the Term Expiration Date shall be deemed to be extended to the last day of the First Renewal Period. (b) If Tenant shall have duly and timely exercised the First Renewal Option, then on or before a date which is four (4) months prior to the commencement of the First Renewal Term, Landlord shall send a notice to Tenant setting forth the Base Rent for the First Renewal Term which shall be the greater of (i) 90% of Landlord’s estimate of the annual fair market fixed rent specifying in detail the basis therefor for the Premises for the First Renewal Term and (cii) the Base Rent payable by Tenant with respect to the Premises during the last twelve (12) months of the Original Term. Landlord’s estimate of the annual fair market fixed rent shall be conclusive and binding as the basis for the calculation of the Base Rent for the Premises for the First Renewal Term unless (i) within thirty (30) days after the giving of such estimate, Tenant shall notify Landlord that it disputes such estimate, specifying, in detail, the reasons therefor, and (ii) if such dispute shall not be resolved by a date which is 75 days prior to the commencement of the First Renewal Term, Landlord and Tenant shall, not later than a date which is two (2) months prior to the commencement of the First Renewal Term, submit such dispute to arbitration, and the arbitrators shall determine the annual fair market fixed rent for the Premises for the First Renewal Term; provided, however, in no event shall the Base Rent payable during the First Renewal Term shall determined pursuant to this Article 10 be agreed less than the Base Rent payable by Tenant with respect to the Premises during the last twelve (12) months of the Original Term. (c) If, upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt commencement of the First Renewal Notice; providedTerm, however, that if the parties have not agreed in writing as to the rate or rates of Base Rent that will to be payable paid by Tenant during the First Renewal Term within ninety shall not have been finally determined (90) days after Sublandlord’s receipt by arbitration or by agreement of Landlord and Tenant), Tenant shall, effective as of the commencement of the First Renewal NoticeTerm, then Sublandlord may terminate pay as Base Rent the amount estimated by Landlord as the appropriate Base Rent for the Premises during the First Renewal Term. Upon such negotiations by written notice delivered to Subtenant on or after that date and prior to the parties’ execution final determination of such written agreement confirming the Base Rent, whereupon Subtenant’s election Tenant shall promptly pay to extend Landlord any underpayment of Base Rent by Tenant since the beginning of the First Renewal Term and, in the event of any overpayment of such Base Rent by Tenant since the beginning of the First Renewal Term, Landlord shall, at its sole election, either (i) promptly pay to Tenant the amount of such overpayment or (ii) grant Tenant a credit against Base Rent accruing under this Lease after the date of such final determination in the amount of such overpayment with interest on the unapplied portion of such credit at the prime rate for the period from the date of such final determination until such credit is fully applied. (d) If the determination of the annual fair market fixed rent for the Premises during the First Renewal Term is submitted to arbitration pursuant to Section 10.01 (b) hereof, the first and second arbitrators appointed pursuant to Section 8.24 hereof shall submit their respective determinations to the third arbitrator within 20 days after the appointment of the third arbitrator. The third arbitrator shall conduct such hearings and investigations as he or she may deem appropriate. The first and second arbitrators shall be called and appear as witnesses (although the third arbitrator need not call any other witnesses), and each may act as an advocate for the party that appointed such arbitrator. The third arbitrator shall, within 20 days after submission of the determinations of the first and second arbitrators, pick one of such determinations as the annual fair market fixed rent for the Premises for the First Renewal Term Term. Such decision by the third arbitrator shall be null in writing and void shall be conclusive and binding on both Landlord and Tenant. In rendering such decision and award, the arbitrators shall not add to, delete from or otherwise modify the provisions of this Section 10.01 or any provisions of the Lease. The arbitrators shall make their respective determinations based on the following, and the Term arbitrators shall expire on the Sublease Termination Date.be so instructed:

First Renewal Option. Subtenant is hereby granted (a) Subject to the option to extend the Term provisions of Section 33.01(b) of this SubleaseLease, with respect to all of the Sublet Premises as then constituted, in “as-is” condition, for one (1) consecutive additional period of one (1) year commencing provided that on the day following date Tenant exercises the Sublease Termination Date (the “First Renewal Term”), on the following terms Option (as hereinafter defined) and conditions: (i) No Event of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement of the First Renewal Term (unless Sublandlord elects, in its sole discretion, to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party, as hereinafter defined);, (i) this Lease shall not have been terminated, (ii) no Event of Default shall exist (which condition may be waived by Landlord in its sole and absolute discretion), and (iii) Tenant, its Affiliates and Permitted Occupants shall be physically occupying at least seventy-five percent (75%) of the Rentable Square Foot area of the Premises (which condition may be waived by Landlord in its sole and absolute discretion), Tenant shall have the option (the “First Renewal Option”) to extend the Term of this Lease for either (A) a Renewal Term consisting of ten (10) years (the “Ten Year Renewal Option”), or (B) a Renewal Term consisting of five (5) years, in which event, if Tenant shall exercise such five (5) year option, Tenant shall have the right to a second five (5) year option to renew (each, a “Five Year Renewal Option”). The extension of the Term of this Lease through Tenant’s exercise of the First Renewal Option, whether it shall be a Ten Year Renewal Option or a Five Year Renewal Option, shall be known as the “First Renewal Term.” If Tenant shall exercise the First Renewal Option, the First Renewal Term shall commence on the day immediately following the Expiration Date and end on (x) the tenth (10th) anniversary of the Expiration Date, if Tenant shall have exercised the Ten Year Renewal Option, or (y) the fifth (5th) anniversary of the Expiration Date, if Tenant shall have exercised a Five Year Renewal Option. If Tenant shall have exercised the Ten Year Renewal Option, Tenant shall have no further renewal options under this Lease during the First Renewal Term. (ivb) Subtenant The First Renewal Option shall have delivered be exercised with respect to Sublandlord written either (i) the entire Premises as the same is constituted as of the date of the First Renewal Notice or (ii) a Renewal Portion (the space as to which Tenant exercises the First Renewal Option is called the “First Renewal Premises”). The First Renewal Option shall be exercisable by Tenant giving notice of Subtenant’s election to exercise this option Landlord (the “First Renewal Notice”), which notice shall (A) not less than 240 days nor more than 395 days indicate whether Tenant is exercising the Ten Year Renewal Option or the Five Year Renewal Option, (B) indicate whether Tenant is exercising the applicable First Renewal Option as to the entire Premises or a Renewal Portion, and, in the latter case, shall describe and delineate the Renewal Portion, and (C) be given by Tenant on or before the date that is eighteen (18) months prior to the Sublease Termination Date (time being then current Expiration Date. Time is of the essence, and Subtenant’s failure essence with respect to timely deliver such renewal notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and (v) all Sublease terms for the First Renewal Term shall be the same as specified for the initial Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease except as provided under Section 1.3 hereof, (b) there shall be no allowances or inducements payable by Sublandlord during the First Renewal Term, and (c) Base Rent payable during the First Renewal Term shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt giving of the First Renewal Notice; provided. If Tenant timely delivers the First Renewal Notice but (X) fails to indicate whether Tenant is exercising the Ten Year Renewal Option or a Five Year Renewal Option or (Y) fails to indicate whether Tenant is exercising the applicable First Renewal Option with respect to the entire Premises or a Renewal Portion, howeverthen (I) in the case of clause (X), that if Tenant shall conclusively be deemed to have exercised the parties Ten Year Renewal Option, and (II) in the case of clause (Y), Tenant shall conclusively be deemed to have not agreed in writing exercised the applicable First Renewal Option as to the rate or rates entire Premises. In addition, if Tenant timely delivers a First Renewal Notice which delineates a portion of Base Rent that will the Premises which is not a valid Renewal Portion in compliance with the terms and conditions of Section 33.01(c) below, then Tenant shall conclusively be payable during deemed to have exercised the First Renewal Term within ninety (90) days after Sublandlord’s receipt of Option as to the entire Premises. If Tenant shall fail to duly exercise the First Renewal NoticeOption pursuant to this Section 33.01(b), then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on this Article 33 shall have no force or after that date effect and prior to the parties’ execution of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for the First Renewal Term shall be null and void and the Term shall expire on the Sublease Termination Datedeemed deleted from this Lease.

First Renewal Option. Subtenant Provided this Lease is hereby granted in full force and effect at the expiration of the original one hundred eighty-four (184) month term of this Lease, and provided that an uncured default does not exist, the term shall be extended at the option to extend the Term of this Sublease, with respect to all of the Sublet Premises as then constituted, in “as-is” condition, Tenant for one (1) consecutive an additional period of one five (15) year commencing on the day following the Sublease Termination Date (the “First Renewal Term”)years then next ensuing, on the following terms same terms, covenants and conditions: (i) No Event conditions as herein set forth, except that the Renewal Option provided for by this Section shall not be part of Default the Lease during the extended period and except that the annual rental shall exist, either be the then "market rent" at the time of Subtenant’s giving of its renewal the notice required to Sublandlord or at be given by this Paragraph is given by Tenant to Landlord for comparable space in the commencement area by taking into account, among other things, recent comparable leases made by Landlord, the location of the First Renewal Term (unless Sublandlord electspremises, in its sole discretionquality of construction, to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion stacking height, quality and type of the Sublet Premises (except to a Related Partypaving, as hereinafter defined); (iv) Subtenant shall have delivered to Sublandlord written notice sprinkler system, bay sizes, landscaping, age of Subtenant’s election to exercise this option (the “First Renewal Notice”) not less than 240 days nor more than 395 days prior to the Sublease Termination Date (time being improvements, broker commissions, Tenant improvements and modifications and comparable obligations of the essence, and Subtenant’s failure to timely deliver such renewal notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and (v) all Sublease terms for the First Renewal Term shall be the same as specified for the initial Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease except as provided under Section 1.3 hereof, (b) there shall be no allowances or inducements payable by Sublandlord during the First Renewal Term, and (c) Base Rent payable during the First Renewal Term shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt of the First Renewal Notice; Landlord provided, however, that if the parties have not agreed value of freezers, coolers, grain room and racking equipment or systems shall be excluded from the determination of "market rent" by Landlord and such areas shall be valued as dry storage area only. Tenant may request in writing that Landlord provide Tenant with the then "market rent" (as defined above) for the premises fifteen (15) months prior to the rate or rates expiration of Base Rent that will be payable during the First Renewal Term extended term of this Lease. Landlord shall provide Tenant with such "market rent" in writing within ninety fifteen (9015) days of receipt of Tenant's written request. If Tenant does not agree with Landlord's market rent, and Landlord and Tenant cannot agree on market rent within thirty (30) days after Sublandlord’s receipt Landlord provides Tenant with market rent, then Tenant shall have the option of having market rent determined by an arbitrator (the "Arbitrator") by sending written notice to Landlord of its desire to do so within five (5) days after the end of said thirty (30) day period. The Arbitrator shall be selected by The Atlanta Commercial Board of Realtors and shall be someone with at least ten (10) years experience in industrial space in Metropolitan Atlanta. Landlord and Tenant both shall submit what they deem to be market rent to the Arbitrator within ten (10) days after such thirty (30) day period. The Arbitrator shall have thirty (30) days to make its decision. The Arbitrator shall be instructed that it must select either Landlord's market rent or Tenant's market rent. (The Arbitrator shall not select any other market rent. It must either be Landlord's or Tenant's market rent.) The Arbitrator's decision shall be final and shall not be appealable. The fees of the First Renewal NoticeArbitrator shall be shared equally by Landlord and Tenant. By deciding to use the Arbitrator to determine market rent in accordance with the above, then Sublandlord may terminate such negotiations by Tenant shall be deemed to have exercised its renewal option. If the Arbitrator is not used to determine market rent, Tenant shall give Landlord twelve (12) months' written notice delivered to Subtenant on or after that date and prior to the parties’ execution expiration of the extended term of Tenant's desire to so extend such written agreement confirming term; provided further that the Base Rent, whereupon Subtenant’s election option to extend the Term renew provided for the First Renewal Term herein shall be null terminated if and void when this Lease is terminated, or if and the Term shall expire on the Sublease Termination Datewhen an uncured default exists hereunder at any time.

First Renewal Option. Subtenant (a) As long as Tenant is hereby granted not in default in the performance of its covenants under this Lease, Landlord shall grant Tenant the option to extend renew (the Term "First Renewal Option") the term of this Sublease, with respect to all of the Sublet Premises as then constituted, in “as-is” condition, Lease for one (1) consecutive additional a period of one sixty (160) year commencing on the day following the Sublease Termination Date additional months (the “"First Renewal Term”"), on . Tenant shall exercise the following First Renewal Option by delivering written notice of such election to Landlord at least twelve (12) months prior to the expiration of the initial term of this Lease. The renewal of this Lease shall be upon the same terms and conditions: conditions of this Lease, except (i) No Event of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement of the First Renewal Term (unless Sublandlord elects, in its sole discretion, to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party, as hereinafter defined); (iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option (the “First Renewal Notice”) not less than 240 days nor more than 395 days prior to the Sublease Termination Date (time being of the essence, and Subtenant’s failure to timely deliver such renewal notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and (v) all Sublease terms for the First Renewal Term shall be the same as specified for the initial Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease except as provided under Section 1.3 hereof, (b) there shall be no allowances or inducements payable by Sublandlord during the First Renewal Term, and (c) Base Rent payable Rental Rate during the First Renewal Term shall be agreed calculated based on the prevailing Market Base Rental Rate (as hereinafter defined) at the time the First Renewal Term commences and (ii) Tenant shall not have the right to assign its renewal rights to any sublessee of the Premises or any portion thereof or to any assignee of the Lease, nor may any such sublessee or assignee exercise or enjoy the benefit of such renewal rights, except for those parties referred to in paragraph 11(d) of the Lease. Notwithstanding the foregoing, Tenant shall have no right to exercise such option to renew, and Landlord shall have no obligation to renew this Lease, unless (A) this Lease shall be in full force and effect upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt date of the exercise of the First Renewal Notice; providedOption and upon the date of the expiration of the original term, however, that if and (B) on the parties have not agreed in writing as to date of the rate or rates of Base Rent that will be payable during the First Renewal Term within ninety (90) days after Sublandlord’s receipt exercise of the First Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered Option and on the date of the expiration of the original term there shall exist no current default on the part of Tenant under this Lease. If Tenant shall fail to Subtenant on or after that date and prior to the parties’ execution of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for exercise the First Renewal Term Option within the time permitted or conditions (A) and (B) set forth above are not entirely satisfied, the First Renewal Option shall automatically terminate, this Lease shall expire at the expiration of the original term and Tenant shall have no further right thereafter to renew this Lease or to acquire any interest whatsoever in the Premises. If Tenant shall remain in possession of the Premises after the expiration of the original term without there having been executed between Landlord and Tenant an amendment to this Lease as contemplated by the terms of this Section, then Tenant shall be null and void and the Term shall expire on the Sublease Termination Datea Tenant holding over as provided in this Lease.

First Renewal Option. Subtenant is hereby granted A. Tenant shall have the option right to extend the Term of this Sublease, with respect to all of (the Sublet Premises as then constituted, in “as-is” condition, "First Renewal Option") for one (1) consecutive additional period of one (1) year 5 years commencing on the day following the Sublease Termination Date of the initial Term and ending on the 5/th/ anniversary of the Termination Date (the “"First Renewal Term”"), on the following terms and conditionsif: (i) No Event 1. Landlord receives notice of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement exercise of the First Renewal Term Option (unless Sublandlord elects, in its sole discretion, "Initial First Renewal Notice") not less than 9 full calendar months prior to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion the expiration of the Sublet Premises initial Term and not more than 12 full calendar months prior to the expiration of the initial Term; and 2. Tenant is not in default under the Lease beyond any applicable cure periods at the time that Tenant delivers its Initial First Renewal Notice or at the time Tenant delivers its First Binding Notice (except to a Related Party, as hereinafter defined);; and 3. No part of the Premises is sublet (ivother than pursuant to a Permitted Transfer) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option (at the “time that Tenant delivers its Initial First Renewal Notice or at the time Tenant delivers its First Binding Notice”; and 4. The Lease has not been assigned (other than pursuant to a Permitted Transfer) not less than 240 days nor more than 395 days prior to the Sublease Termination Date (time being of date that Tenant delivers its Initial First Renewal Notice or prior to the essence, and Subtenant’s failure to timely deliver such renewal notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); anddate Tenant delivers its First Binding Notice. (v) all Sublease terms B. The initial Base Rent rate per rentable square foot for the First Renewal Term shall be the same as specified for the initial Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease except as provided under Section 1.3 hereof, (b) there shall be no allowances or inducements payable by Sublandlord during the First Renewal Term, and (c) Base Rent payable Premises during the First Renewal Term shall be agreed upon by equal the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt of Prevailing Market (hereinafter defined) rate per rentable square foot for the First Renewal Notice; provided, however, that if Premises. C. Tenant shall pay Additional Rent (i.e. Expenses and Taxes) for the parties have not agreed in writing as to the rate or rates of Base Rent that will be payable Premises during the First Renewal Term within ninety (90) in accordance with Article IV of the Lease. D. Within 30 days after Sublandlord’s receipt of the Tenant's Initial First Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on or after that date and prior to Landlord shall advise Tenant of the parties’ execution of such written agreement confirming applicable Base Rent rate for the Base Rent, whereupon Subtenant’s election to extend the Term Premises for the First Renewal Term Term. Tenant, within 15 days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the First Renewal Term, shall either (i) give Landlord final binding written notice ("First Binding Notice") of Tenant's exercise of its option, or (ii) if Tenant disagrees with Landlord's determination, provide Landlord with written notice of rejection (the "First Rejection Notice"). If Tenant fails to provide Landlord with either a First Binding Notice or First Rejection Notice within such 15 day period, Tenant's First Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a First Binding Notice, Landlord and Tenant shall enter into the Term First Renewal Amendment (hereinafter defined) upon the terms and conditions set forth herein. If Tenant provides Landlord with a First Rejection Notice, Landlord and Tenant shall expire work together in good faith to agree upon the Prevailing Market Base Rent rate for the Premises during the First Renewal Term. Upon agreement Tenant shall provide Landlord with First Binding Notice and Landlord and Tenant shall enter into the First Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market Base Rent rate for the Premises within 30 days after the date on which Tenant provides Landlord with a First Rejection Notice, Tenant's First Renewal Option shall be null and void and of no force and effect. E. If Tenant is entitled to and properly exercises its First Renewal Option, Landlord shall prepare an amendment (the Sublease "First Renewal Amendment") to reflect changes in the Base Rent, Term, Termination DateDate and other appropriate terms. The First Renewal Amendment shall be: 1. sent to Tenant within a reasonable time after receipt of the First Binding Notice; and 2. executed by Tenant and returned to Landlord within 15 Business Days after its submission to Tenant. An otherwise valid exercise of the First Renewal Option shall, at Landlord's option, be fully effective whether or not the First Renewal Amendment is executed. F. For purposes of this First Renewal Option, "Prevailing Market" shall mean the arms length fair market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space comparable to the Premises in the Building and office buildings comparable to the Building in the downtown financial district of San Francisco, California. The determination of Prevailing Market shall take into account any material economic differences between the terms of this Lease and any comparison lease, such as rent abatements, allowances, construction costs and other concessions and the manner, if any, in which the Landlord under any such lease is reimbursed for operating expenses and taxes. The determination of Prevailing Market shall also take into consideration any reasonably anticipated changes in the Prevailing Market rate from the time such Prevailing Market rate is being determined and the time such Prevailing Market rate will become effective under this Lease.

First Renewal Option. Subtenant is Subject to the provisions hereinafter set forth, Landlord hereby granted the grants to Tenant an option to extend the Term term of this Sublease, with respect to the Lease for all of the Sublet Premises then Premises, on the same terms, conditions and provisions as then constitutedcontained in the Lease, in “as-is” conditionexcept as otherwise provided herein, for one (1) consecutive additional period of one five (15) year commencing on the day following the Sublease Termination Date years (the “"First Renewal Term”)Period") after the expiration of the Extension Period, which First Renewal Period shall commence on October 1, 2024 (the following terms "First Renewal Period Commencement Date") and conditions:end on September 30, 2029. (ia) No Event Said option shall be exercisable by written notice from Tenant to Landlord of Default shall exist, either at Tenant's election to exercise said option given not later than the time of Subtenant’s giving of its renewal notice date which is fifteen (15) months prior to Sublandlord or at the commencement of the First Renewal Term (unless Sublandlord electsPeriod Commencement Date, in its sole discretion, to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party, as hereinafter defined); (iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option (the “First Renewal Notice”) not less than 240 days nor more than 395 days prior to the Sublease Termination Date (time being of the essence. If Tenant's option is not so exercised, said option shall thereupon expire. (b) Unless Landlord otherwise agrees (at its sole discretion), Tenant may only exercise said option, and Subtenant’s failure to timely deliver such renewal notice being agreed to constitute Subtenant’s irrevocable waiver an exercise thereof shall only be effective, if at the time of this renewal option); and (v) all Sublease terms for Tenant's exercise of said option and on the First Renewal Term Period Commencement Date, the Lease is in full force and effect and Tenant is not (i) in monetary Default under the Lease or (ii) in non-monetary Default under the Lease, and in either event, such Default is not cured by Tenant in the time and manner set forth in the Lease after written notice from Landlord. No sublessee or assignee (other than a permitted Affiliate assignee) shall be entitled to exercise said option. In the same event of an assignment to a permitted Affiliate assignee under Article Ten of the Lease (as specified for amended by Section 23 below) as of the initial Term time of Tenant’s exercise of said option under this Sublease, except that (a) there shall be no further option to renew Section 14 or extend the Term as of this Sublease except as provided under Section 1.3 hereof, (b) there shall be no allowances or inducements payable by Sublandlord during the First Renewal TermPeriod Commencement date, then, at Landlord’s election, any exercise of said option under this Section 14 and the amendment contemplated by Section 14(d) must be signed by both the original named Tenant and each such permitted Affiliate assignee in order to be effective (unless, however, the original named Tenant no longer exists as a separate and distinct entity as a direct result of the transaction giving rise to the assignment to such permitted Affiliate assignee, such as is the case of a merger, in which event only the permitted Affiliate assignee shall be obligated to execute such renewal exercise notice and amendment hereunder). Notwithstanding anything herein to the contrary, Landlord shall have the right, at its election, to waive any of the conditions precedent to Tenant's valid exercise of its renewal rights under this Paragraph 9, as such conditions are described above in this Paragraph 9(b), whereupon Tenant's prior exercise of such renewal rights shall be valid and in full force and effect in all respects. Any such waiver by Landlord must be in writing to be effective for purposes of the preceding sentence. (c) Base Rent per square foot of Rentable Area of the Premises payable during the First Renewal Term shall be agreed upon by Period with respect to all space included in the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt Premises as of the First Renewal NoticePeriod Commencement Date, as well as corresponding concessions, shall be equal to the Market Rental Rate (as hereinafter defined). Landlord shall give Tenant written notice of Landlord’s good faith determination of the Market Rental Rate (including concessions) (“Landlord’s Determination”) within thirty (30) days following Tenant's request therefor, provided that Tenant’s written request shall be given no earlier than eighteen (18) months prior to the First Renewal Period Commencement Date; provided, however, that if the parties have Tenant has not agreed in writing as requested same prior to the rate or rates of Base Rent date that will be payable during is thirteen (13) months prior to the First Renewal Term Period Commencement Date, and if Tenant has then exercised its option under this Section 14, Landlord shall provide Tenant with Landlord’s Determination no later than the date that is twelve (12) months prior to the First Renewal Period Commencement Date. (d) If Tenant has validly exercised said renewal option, then within ninety thirty (9030) days after Sublandlord’s receipt the request of either party and final determination of the Market Rental Rate, Landlord and Tenant shall enter into a written amendment to the Lease confirming the terms, conditions and provisions applicable to the First Renewal NoticePeriod as determined in accordance herewith, then Sublandlord may terminate with such negotiations by written notice delivered to Subtenant on or after that date and prior revisions to the parties’ execution rental provisions of the Lease as may be necessary to conform such written agreement confirming provisions to the Base Rent, whereupon Subtenant’s election to extend the Term for the First Renewal Term shall be null and void and the Term shall expire on the Sublease Termination DateMarket Rental Rate.

First Renewal Option. Subtenant is hereby granted Tenant shall have the option right to extend the Term of this Sublease, with respect to all of the Sublet Premises as then constituted, in Lease (the “as-is” condition, First Renewal Option”) for one (1) consecutive additional period of one five (15) year years commencing on the day following the Sublease Termination Date and ending on the 5th anniversary of the Termination Date (the “First Renewal Extended Term”), on if all of the following terms and conditions: conditions are met: (ia) No Event of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement of the First Renewal Term (unless Sublandlord elects, in its sole discretion, to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party, as hereinafter defined); (iv) Subtenant shall have delivered to Sublandlord written Landlord receives notice of Subtenant’s election to exercise this option (the “First Renewal Notice”) not less than 240 days nor more than 395 days 12 full calendar months prior to the Sublease Termination Date (time being expiration of the essence, Term and Subtenant’s failure not more than 18 full calendar months prior to timely deliver such renewal notice being agreed to constitute Subtenant’s irrevocable waiver the expiration of this renewal option)the Term; and (v) all Sublease terms for the First Renewal Term shall be the same as specified for the initial Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease except as provided under Section 1.3 hereof, (b) there shall be no allowances or inducements payable by Sublandlord during the First Renewal Term, Lease is in full force and (c) Base Rent payable during effect at the First Renewal Term shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt of the time that Tenant delivers its First Renewal Notice; provided(c) Tenant is not in default under the Lease beyond any applicable cure periods at the time that Tenant delivers its First Renewal Notice; and (d) Tenant has not assigned the Lease or subleased more than fifty percent (50%) of the Premises under any then-existing sublease (other than pursuant to a Permitted Transfer, however, that if as defined in Section 11.04 of the parties have not agreed in writing as to the rate or rates of Base Rent that will be payable during Lease). Tenant may exercise the First Renewal Term Option for less than the entire Premises then leased by Tenant (but not less than 50% of the Revised Premises as defined in this Amendment) so long as the space that Tenant returns to Landlord is commercially marketable, as reasonably determined by Landlord in consultation with its broker. If the First Renewal Notice is for less than the entire Premises then leased by Tenant, Tenant shall include in its First Renewal Notice a description of the approximate size and location of the space Tenant proposes to return to Landlord. If Tenant exercises the First Renewal Option, the rental rate for the Premises during that extension period will be ninety-five percent (95%) of the Fair Market Rate during that extension period, determined in accordance with Exhibit “C” attached to this Amendment. If Tenant is entitled to and properly exercises its First Renewal Option, Landlord shall prepare an amendment (the “First Renewal Amendment”) to reflect changes in the Base Rent, Term, Termination Date and other appropriate terms. The First Renewal Amendment shall be sent to Tenant within ninety (90) days a reasonable time after SublandlordLandlord’s receipt of the First Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on or after that date and prior to the parties’ execution of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for Tenant shall execute and return the First Renewal Term shall be null Amendment to Landlord within 15 days after Tenant’s receipt of same. This Section 12 supersedes and void and replaces Section 2 of Exhibit “F” attached to the Term shall expire on the Sublease Termination DateLease.

First Renewal Option. Subtenant is Subject to the provisions hereinafter set forth, Landlord hereby granted the grants to Tenant an option to extend the Term of this Sublease, with respect to all term of the Sublet Lease for all or a “First Renewal Designated Portion” (as hereinafter described) of the Premises on the same terms, conditions and provisions as then constitutedcontained in the Lease, in “as-is” conditionexcept as otherwise provided herein, for one (1) consecutive additional period of one five (15) year commencing on the day following the Sublease Termination Date years (the “First Renewal TermPeriod”) after the expiration of the stated term of the Lease (as extended by this Amendment), on the following terms and conditions: (i) No Event of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement of the which First Renewal Term (unless Sublandlord electsPeriod shall commence on October 1, in its sole discretion, to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party, as hereinafter defined); (iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option 2014 (the “First Renewal NoticePeriod Commencement Date”) and end on the day before the fifth (5th) anniversary of the First Renewal Period Commencement Date. (a) Said option shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said option given not less later than 240 days nor more than 395 days the date which is nine (9) months prior to the Sublease Termination Date (First Renewal Period Commencement Date, time being of the essence. If Tenant's option is not so exercised, said option shall thereupon expire. Tenant shall have the right, as part of its exercise notice, to designate only a portion of the Premises (the “First Renewal Designated Portion”) for which the Term shall be extended, provided that such First Renewal Designated Portion (i) shall be no less than fifty percent (50%) of the Rentable Area of the initial Premises hereunder (i.e., meaning the Existing Premises and the Additional Premises, as described herein), and Subtenant’s failure (ii) must include in any event, all space included as part of the then Premises on any given floor at the Building (e.g., if Tenant desires the fifth floor of the Premises to timely deliver such renewal notice being agreed to constitute Subtenant’s irrevocable waiver be included as part of this renewal option); and (v) all Sublease terms for the First Renewal Term shall be Designated Portion, then the same First Renewal Designated Portion must include the entire fifth floor space then included as specified for part of the initial Term Premises, and may not include only a portion of this Subleasesuch space). If Tenant properly exercises its renewal option designating a First Renewal Designated Portion meeting the criteria as described above, except that (a) there shall be no further option to renew or extend then the Term of this Sublease except the Lease shall expire as provided under Section 1.3 hereofto the balance of the Premises on the then stated expiration date, without regard to any such extension or renewal hereunder. If Tenant does not properly designate a First Renewal Designated Portion meeting the above stated criteria as part of its exercise notice, then Tenant shall be deemed, as part of any renewal exercise notice hereunder, to have exercised its renewal option as to the entire then Premises. (b) there Unless Landlord otherwise agrees (at its sole discretion), Tenant may only exercise said option, and an exercise thereof shall only be no allowances or inducements payable by Sublandlord during effective, if at the time of Tenant's exercise of said option and on the First Renewal TermPeriod Commencement Date, the Lease is in full force and effect and Tenant is not (i) in monetary default under the Lease or (ii) in non-monetary default under the Lease, and in either event, such default is not cured by Tenant in the time and manner set forth in the Lease after written notice from Landlord, and (inasmuch as said option is intended only for the benefit of the original Tenant named in this Amendment) not less than fifty percent (50%) of the Rentable Area of the then Premises are occupied by the original Tenant named in this Amendment and/or one or more permitted Affiliates under Article Ten of the Lease, and said Tenant has not assigned the Lease (other than to a permitted Affiliate) or sublet greater than fifty percent (50%) of the Rentable Area of the then Premises (other than to one or more permitted Affiliates). Without limitation of the foregoing, no sublessee or assignee (other than a permitted Affiliate assignee) shall be entitled to exercise said option, and, unless Landlord otherwise agrees (at its sole discretion), no exercise of said option by the original Tenant named in this Amendment or by a permitted Affiliate assignee shall be effective in the event said Tenant assigns the Lease (other than a permitted Affiliate assignee), or subleases greater than fifty percent (50%) of the Rentable Area of the then Premises (other than to one or more permitted Affiliates) prior to the First Renewal Period Commencement Date. In the event of an assignment to a permitted Affiliate assignee under Article Ten of the Lease as of the time of Tenant's exercise of said option under this Paragraph 9 or as of the First Renewal Period Commencement date, then, at Landlord's election, any exercise of said option under this Paragraph 9 must be signed by both the original named Tenant and each such permitted Affiliate assignee in order to be effective (unless, however, the original named Tenant no longer exists as a separate and distinct entity as a direct result of the transaction giving rise to the assignment to such permitted Affiliate assignee, such as is the case of a merger, in which event only the permitted Affiliate assignee shall be obligated to execute such renewal exercise notice hereunder). Notwithstanding anything herein to the contrary, Landlord shall have the right, at its election, to waive any of the conditions precedent to Tenant's valid exercise of its renewal rights under this Paragraph 9, as such conditions are described above in this Paragraph 9(b), whereupon Tenant's prior exercise of such renewal rights shall be valid and in full force and effect in all respects. Any such waiver by Landlord must be in writing to be effective for purposes of the preceding sentence. (c) Base Rent per square foot of Rentable Area of the Premises payable during the First Renewal Term shall be agreed upon by Period with respect to all space included in the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt Premises as of the First Renewal Notice; providedPeriod Commencement Date, howeveras well as corresponding concessions, that if the parties have not agreed in writing as shall be equal to the rate or rates Market Rental Rate (as hereinafter defined). Landlord shall give Tenant written notice of Base Rent the Market Rental Rate (including concessions) within thirty (30) days following Tenant's request therefor, provided that will Tenant's written request shall be payable during given no earlier than twelve (12) months prior to the First Renewal Term Period Commencement Date. (d) If Tenant has validly exercised said renewal option, then within ninety thirty (9030) days after Sublandlord’s receipt the request of either party and final determination of the Market Rental Rate, Landlord and Tenant shall enter into a written amendment to the Lease confirming the terms, conditions and provisions applicable to the First Renewal NoticePeriod as determined in accordance herewith, then Sublandlord may terminate with such negotiations by written notice delivered to Subtenant on or after that date and prior revisions to the parties’ execution rental provisions of the Lease as may be necessary to conform such written agreement confirming provisions to the Base Rent, whereupon Subtenant’s election to extend the Term for the First Renewal Term shall be null and void and the Term shall expire on the Sublease Termination DateMarket Rental Rate.