Common use of Renewal Rights Clause in Contracts

Renewal Rights. Provided that Tenant shall not then be in default beyond any applicable grace, notice and cure period, and that the original Tenant shall be in occupancy of the entire Premises, Tenant may extend the term of this Lease for one (1) additional option period of five (5) years (hereinafter defined as the “Renewal Term”). Notwithstanding anything to the contrary contained in this Section 2.2, if, on the commencement of the Renewal Term, there shall be an default by Tenant beyond any applicable grace or cure periods, Landlord, in Landlord’s sole and absolute discretion, may elect, by written notice to Tenant, to void Tenant’s exercise of the applicable renewal option, in which case Tenant’s exercise of the applicable renewal option shall be of no force or effect, and the Term shall end of the Expiration Date of the initial Term of this Lease, unless sooner cancelled or terminated pursuant to the provisions of this Lease or by Law. Tenant shall notify Landlord in writing of its election to extend this Lease for the Renewal Term (an “Option Notice”), not less than nine (9) months prior to the Expiration Date of the initial Term, TIME BEING OF THE ESSENCE as to such Option Notice requirement. Tenant’s failure to timely exercise the option hereunder shall cause such right to terminate and be of no further force or effect. The Annual Rent payable during the Renewal Term shall be at ninety-five percent (95%) of “Fair Market Rental Value” (as hereinafter defined). Tenant shall have no further right to extend the term of this Lease beyond the Renewal Term. If Tenant shall extend the term of this Lease pursuant to the provisions of this Section, such extension shall be automatically effected without the execution of any additional documents.

Renewal Rights. Provided that Landlord hereby grants to Tenant shall not then be in default beyond any applicable gracethe conditional right, notice and cure periodexercisable at Tenant’s option, and that to renew the original Tenant shall be in occupancy of the entire Premises, Tenant may extend the term of this Lease Term for one four (14) additional option period successive terms of five (5) years each. If exercised, and if the conditions applicable thereto have been satisfied, the first renewal of the Lease Term (hereinafter defined as the “First Renewal Term”) shall commence immediately following the end of the initial Lease Term provided in Section 1.14 of this Lease. The second and successive renewal terms (each, a “Renewal Term” and, collectively, the “Renewal TermTerms”). Notwithstanding anything to ) shall commence immediately following the contrary contained in this Section 2.2, if, on the commencement of the Renewal Term, there shall be an default by Tenant beyond any applicable grace or cure periods, Landlord, in Landlord’s sole and absolute discretion, may elect, by written notice to Tenant, to void Tenant’s exercise of the applicable renewal option, in which case Tenant’s exercise of the applicable renewal option shall be of no force or effect, and the Term shall end of the Expiration Date prior Renewal Term. The rights of renewal herein granted shall be subject to, and shall be exercised in accordance with, the initial Term of this Lease, unless sooner cancelled or terminated pursuant to the provisions of this Lease or by Law. following terms and conditions: (a) Tenant shall notify Landlord in writing exercise its right of its election renewal with respect to extend this Lease for the a Renewal Term by giving Landlord irrevocable written notice (an the “Option Renewal Notice”), ) thereof not less later than nine thirteen (913) months prior to the Expiration Date expiration of the initial then-current Lease Term. In the event that Tenant fails to provide a Renewal Notice to Landlord, TIME BEING OF THE ESSENCE as Landlord shall provide written notice to Tenant of such Option failure. Tenant shall have an additional thirty (30) days from receipt of such notice to provide its Renewal Notice requirement. Tenant’s failure to timely exercise Landlord. (b) All terms and conditions of this Lease, including without limitation, all provisions governing the option hereunder payment of Additional Rent, shall cause such right to terminate remain in full force and be of no further force or effect. The Annual Rent payable effect during the Renewal Term Terms, except that, commencing on the first day of the each Renewal Term, the Base Rent shall be at adjusted to equal to ninety-five percent (95%) of the fair market rental rate of the Premises, but in no event less than 102% of the Base Rent during the immediately preceding Lease Year to the commencement of the Renewal Term. Within thirty (30) days after its receipt of Tenant’s Renewal Notice, Landlord shall submit to Tenant Landlord’s written good faith estimate of the fair market rental rate for the Renewal Term. On or prior to the thirtieth (30 ) day following the date on which Landlord delivers the written notice to Tenant provided for in this Paragraph, Tenant shall deliver a written notice to Landlord in which Tenant either (a) shall accept Landlord’s good faith estimate of the fair market rental rate for the Renewal Term, or (b) shall reject Landlord’s good faith estimate and submit its own good faith estimate of the fair market rental rate for the Renewal Term. If Tenant accepts Landlord’s good faith estimate, Landlord’s determination of the fair market rental rate for the Renewal Term shall be the Base Rent due and payable for the Premises for the Renewal Term. If Tenant offers its own good faith estimate of the fair market rental rate for the Renewal Term (each of Landlord’s and Tenant’s good faith estimates being herein referred to as a “Preliminary Renewal Term Estimate”), Landlord and Tenant, during the sixty (60)-day period (the “Renewal Option Negotiation Period”) following the date on which Landlord receives Tenant’s written notice required pursuant to this Paragraph, shall negotiate in good faith to reach a mutually acceptable determination of the fair market rental rate for the Renewal Term. If Tenant shall fail to deliver its written notice either accepting Landlord’s Preliminary Renewal Term Estimate or offering Tenant’s own Preliminary Renewal Term Estimate, Tenant shall be deemed to have rejected Landlord’s Preliminary Renewal Term Estimate. If Landlord and Tenant, by the expiration of the Renewal Option Negotiation Period, shall have not reached a mutually acceptable determination of the Fair Market Rental Value” Value for the Renewal Term, evidenced by a written instrument executed by both Landlord and Tenant, Tenant shall have the right, by delivering written notice to Landlord of its election within the five (as hereinafter defined). 5) Business Day period following the Renewal Option Negotiation Period, (x) to withdraw its exercise of the Renewal Option, whereupon Tenant shall have no further right to extend the term of Lease Term pursuant to this Lease beyond Article, or (y) to cause the fair market rental value for the Renewal TermTerm to be determined by arbitration, whereupon Landlord and Tenant shall be conclusively bound to the extension of the Lease Term through the Renewal Term at the Base Rent determined by arbitration. If Tenant shall fail to timely deliver written notice of its election within such five (5) Business Day period following the Renewal Option Negotiation Period, Tenant shall be deemed to have elected to withdraw its exercise of the Renewal Option, whereupon Tenant shall have no further right to extend the term of this Lease Term pursuant to the provisions of this Section, such extension shall be automatically effected without the execution of any additional documentsArticle.

Renewal Rights. Not less than thirty (30) months prior to the expiration of the Term, time being of the essence, Subtenant shall have the option to provide Sublandlord with a written notice (which notice shall be irrevocable) exercising its option to extend the initial Term of this Sublease, for a term to be coterminous with the First Renewal Option (as defined in the Lease) (the “Initial Renewal Right”); provided that the term of this Sublease shall end no later than one day prior to the expiration of the term of the Lease. Subtenant shall exercise its Initial Renewal Right and Five Year Renewal Right (as hereinafter defined), if applicable (collectively, the “Renewal Right”), if at all, for all of the Premises (“Renewal Premises”). Such Initial Renewal Right is contingent on Sublandlord’s exercise of its First Renewal Option and such Five Year Renewal Right is contingent on Sublandlord’s exercise of its Second Five Year Renewal Option (as defined in the Lease), if applicable, in each case, under Article 9 of the Lease. Provided that Tenant shall Subtenant has timely exercised the applicable Renewal Right and Subtenant is not then be in default of this Sublease, beyond any applicable grace, notice and cure period, Sublandlord agrees that it shall not exercise its First Renewal Option and that the original Tenant shall be in occupancy Second Five Year Renewal Option, if applicable, under Article 9 of the entire Lease with respect to less than all of the Premises, Tenant may extend unless its First Renewal Option and Second Five Year Renewal Option, if applicable, affect none of the term Premises. Simultaneously with providing notice to Prime Lessor (I) under Article 9 of this the Lease for one exercising Sublandlord’s First Renewal Option or Second Five Year Renewal Option, if applicable, or (1II) additional option period affirmatively waiving Sublandlord’s right to exercise the First Renewal Option or Second Five Year Renewal Option, if applicable, Sublandlord shall provide a copy of five (5) years (hereinafter defined as the “any such notice to Subtenant. If Sublandlord duly exercises its First Renewal Term”). Notwithstanding anything Option with respect to the contrary contained in this Section 2.2, if, on the commencement of the First Five Year Renewal Term, there shall be an default by Tenant beyond any applicable grace or cure periods, Landlord, in Landlord’s sole and absolute discretion, may elect, by written notice to Tenant, to void Tenant’s exercise of the applicable renewal option, in which case Tenant’s exercise of the applicable renewal option shall be of no force or effect, and the Term shall end of the Expiration Date of the initial Term of this Lease, unless sooner cancelled or terminated pursuant to the provisions of this Lease or by Law. Tenant shall notify Landlord in writing of its election to extend this Lease for the Renewal Term (an “Option Notice”)then, not less than nine thirty (930) months prior to the Expiration Date expiration of the initial First Five Year Renewal Term, TIME BEING OF THE ESSENCE as to such Option Notice requirement. Tenant’s failure to timely exercise time being of the essence, Subtenant shall have the option hereunder to provide Sublandlord with a written notice (which notice shall cause such right be irrevocable) exercising its option (“Five Year Renewal Right”) to terminate and be further extend the Term of no further force or effect. The Annual Rent payable during this Sublease for the Second Five Year Renewal Term shall be at ninety-five percent (95%) of “Fair Market Rental Value” (as hereinafter defineddefined in the Lease). Tenant shall have no further right to extend ; provided that the term of this Lease beyond Sublease shall end no later than one day prior to the Renewal Term. If Tenant shall extend expiration of the term of this Lease pursuant to the provisions of this SectionLease. If Subtenant has duly exercised its Initial Renewal Right, such extension Subtenant shall be automatically effected without deemed to have renewed this Sublease for the execution same period of any additional documents.time as to which Sublandlord has exercised its First Renewal Option under Article 9

Renewal Rights. Provided that Landlord hereby grants to Tenant shall not then be in default beyond any applicable gracethe conditional right, notice and cure period, and that the original Tenant shall be in occupancy of the entire Premises, Tenant may extend exercisable at Tenant's option. to renew the term of this Lease for one eight (1) additional option period 8) successive terms of five (5) years (hereinafter defined as the “Renewal Term”)each. Notwithstanding anything to the contrary contained in this Section 2.2, if, on the commencement of the Renewal Term, there shall be an default by Tenant beyond any applicable grace or cure periods, Landlord, in Landlord’s sole and absolute discretion, may elect, by written notice to Tenant, to void Tenant’s exercise of the applicable renewal option, in which case Tenant’s exercise of the applicable renewal option shall be of no force or effectIf exercised, and if the Term conditions applicable thereto have been satisfied, the first such renewal term shall commence immediately following the end of the Expiration Date of the initial Lease Term of this Lease, unless sooner cancelled or terminated pursuant to the provisions provided in Sections 1.2 and 3.1 of this Lease or by Lawand the second renewal term, and each renewal term thereafter, shall commence immediately following the end of the previous renewal term. The rights of renewal herein granted to Tenant shall notify be subject to, and shall be exercised in accordance with, the following terms and conditions: (a) Tenant shall exercise its right of renewal with respect to a renewal term by giving Landlord in writing of its election to extend this Lease for the Renewal Term written notice thereof not earlier than fifteen (an “Option Notice”), not less 15) months nor later than nine twelve (912) months prior to the Expiration Date expiration of the initial Termthen-current term of this Lease. Notwithstanding the foregoing sentence to the contrary, TIME BEING OF THE ESSENCE as Tenant's failure to give Landlord, on or before the date that is twelve (12) months prior to the expiration of the then-current term of this Lease, written notice of Tenant's election not to exercise such right of renewal shall conclusively be deemed to constitute timely and irrevocable exercise of Tenant's right of renewal with respect to the applicable renewal period, without any necessity for a written notice of Tenant's exercise of such right of renewal. Notwithstanding the foregoing provisions of this Section 22.1(a) to the contrary, if (i) during any such period Tenant gives Landlord actual (and not deemed) written notice of Tenant's election to renew, and (ii) on or before the date that is twelve (12) months prior to the expiration of the then-current term of this Lease Tenant gives Landlord written notice of Tenant's election not to renew, then the first notice received by Landlord shall govern, and any others with respect to such Option Notice requirementrenewal term shall be disregarded by Landlord. (b) The Base Rent during each Renewal Term shall be the amounts set forth therefor in Section 1.5 above for the applicable Lease Years within each such Renewal Term. If there exists an Event of Default under this Lease on the date Tenant sends a renewal notice or any time thereafter until a Renewal Term is to commence, at Landlord's election, such Renewal Term shall not commence. (c) If Tenant’s 's right of renewal with respect to a Renewal Term lapses for any reason (including without limitation, Tenant's failure to timely exercise the option hereunder provide a renewal notice), then Tenant's right of renewal with respect to any subsequent Renewal Term shall cause such right to terminate similarly lapse and be of no further force or effect. The Annual Rent payable during the Renewal Term shall . (d) Tenant's rights of renewal under this Section may be at ninety-five percent (95%) exercised only by Tenant and may not be exercised by any transferee, sublessee or assignee of “Fair Market Rental Value” (as hereinafter defined). Tenant shall have no further right to extend the term of this Lease beyond the Renewal Term. If Tenant shall extend the term of this Lease pursuant to the provisions of this Section, such extension shall be automatically effected without the execution of any additional documentsTenant.

Renewal Rights. Provided that Landlord hereby grants to Tenant shall not then be in default beyond any applicable gracethe conditional right, notice and cure periodexercisable at Tenant's option, and that the original Tenant shall be in occupancy of the entire Premises, Tenant may extend to renew the term of this Lease for one four (14) additional option period successive terms of five ten (510) years (hereinafter defined as the “Renewal Term”)each. Notwithstanding anything to the contrary contained in this Section 2.2, if, on the commencement of the Renewal Term, there shall be an default by Tenant beyond any applicable grace or cure periods, Landlord, in Landlord’s sole and absolute discretion, may elect, by written notice to Tenant, to void Tenant’s exercise of the applicable renewal option, in which case Tenant’s exercise of the applicable renewal option shall be of no force or effectIf exercised, and if the Term conditions applicable thereto have been satisfied, the first renewal term of this Lease (the "FIRST RENEWAL Term") shall commence immediately following the end of the Expiration Date of the initial Lease Term provided in Section 1.9 of this Lease, unless sooner cancelled or terminated pursuant to the provisions second renewal term of this Lease or (the "SECOND RENEWAL TERM") shall commence immediately following the end of the First Renewal Term, the third renewal term (the "THIRD RENEWAL TERM") shall commence immediately following the termination of the Second Renewal Term, and fourth renewal term (the "FOURTH RENEWAL TERM") shall commence immediately following termination of the Third Renewal Term. (Collectively the First, Second, Third and Fourth Renewal Terms shall be referred to herein as the "RENEWAL TERMS".) The rights of renewal herein granted to Tenant are personal to Tenant (and may not be exercised by Law. any assignee of Tenant) and shall be subject to, and shall be exercised in accordance with, the following terms and conditions: (a) Tenant shall notify Landlord in writing exercise its right of its election renewal with respect to extend this Lease for the a Renewal Term by giving Landlord irrevocable written notice (an “Option Notice”), the "RENEWAL NOTICE") thereof not less later than nine fifteen (915) months prior to the Expiration Date expiration of the initial then-current term of this Lease. (b) All terms and conditions of this Lease, including without limitation, all provisions governing the payment of Additional Rent, shall remain in full force and effect during the Renewal Terms, except that commencing on the first day of the Third Renewal Term, TIME BEING OF THE ESSENCE the Base Rent shall be adjusted to equal the Fair Market Rent, as determined in accordance with the appraisal method set forth in Section 23.2 below. (c) The Base Rent, as adjusted at the commencement of the Third Renewal Term, shall continue to escalate on each Base Rent Adjustment Date by an amount equal to the product of (a) the Base Rent in effect immediately prior to such Option Base Rent Adjustment Date, multiplied by (b) the percentage increase between the CPI in effect for the month preceding the previous Base Rent Adjustment Date and the CPI in effect for the month preceding the then current Base Rent Adjustment Date. Such adjusted Base Rent shall continue in effect as the Base Rent until the next Base Rent Adjustment Date. Notwithstanding the foregoing, in no event shall the Base Rent, as so escalated, for any Lease Year be less than one hundred percent (100%) nor more than one hundred fifteen percent (115%) of the escalated Base Rent in effect for the immediately preceding Lease Year. (d) If there exists an Event of Default under this Lease on the date Tenant sends a Renewal Notice requirement. or any time thereafter until a Renewal Term is to commence, at Landlord's election, such Renewal Term shall not commence. (e) If Tenant’s 's right of renewal with respect to a Renewal Term lapses for any reason (including without limitation, Tenant's failure to timely exercise the option hereunder provide a renewal notice), then Tenant's right of renewal with respect to any subsequent Renewal Term shall cause such right to terminate similarly lapse and be of no further force or effect. The Annual Rent payable during the Renewal Term shall be at ninety-five percent (95%) of “Fair Market Rental Value” (as hereinafter defined). Tenant shall have no further right to extend the term of this Lease beyond the Renewal Term. If Tenant shall extend the term of this Lease pursuant to the provisions of this Section, such extension shall be automatically effected without the execution of any additional documents.