Common use of Right to Renew Clause in Contracts

Right to Renew. A. Tenant shall have the option to renew the Term of this lease for two (2) successive periods of five (5) years each by notifying Landlord in writing of Tenant's election to exercise its option at least twelve (12) months prior to the expiration of the then current term or renewal term of this Lease. Tenant may exercise such option provided there is not then any uncured default by Tenant in the payment of any item of Rent hereunder and there is not then any other material uncured default hereunder by Tenant. The Rent during each renewal period shall be the then Fair Market Rental Value, as hereinafter defined, and the lease shall be upon all other terms and provisions of this Lease. B. As used in this Lease, the term Fair Market Rental Value ("FMRV") shall mean the rent calculated at the then prevailing rate on the same terms and conditions for the renewal term set forth in this Lease for similar space in comparable Class A office buildings in the Denver Tech Center/Greenwood Plaza market areas. In making such determination, no allowance shall be made for any of the following: (1) Whether Landlord or Tenant paid the cost of providing the existing improvements to the Premises. (2) The quality of the furniture or trade fixtures which belong to Tenant and which Tenant is entitled to remove at the end of the Term. (3) The expense and inconvenience to Tenant that would be involved if Tenant were recruited to relocate to other space. (4) The expense that Landlord would be required to incur to find new tenants for the Premises. (5) The presence of Tenant in the Building. (6) The fact that Tenant has a renewal option. C. FMRV shall be declared initially by Landlord in writing to Tenant not less than ten (10) months prior to the end of the Lease Term. Tenant shall have forty-five (45) days from the date of Landlord's declaration in which to dispute, in writing, Landlord's finding of FMRV and to provide to Landlord its written determination of FMRV. Failing such timely notice of dispute, Landlord's declared FMRV shall be deemed to be acceptable by both parties. If Tenant gives Landlord timely notice in dispute of Landlord's determination of FMRV, then Landlord and Tenant shall each designate a licensed commercial real estate broker who shall together designate a third licensed commercial real estate broker, all of whom shall be experienced in evaluating rental properties of the type and in the area of the Building. Within twenty (20) days of Tenant's notice to Landlord, the third broker shall deliver to Tenant and Landlord its written decision of the appropriate FMRV; provided that such broker's decision shall be to accept either the FMRV determined by Landlord or the FMRV determined by Tenant and such broker may not select an average of such determinations or any other amount for the FMRV. Such determination shall be binding upon Landlord and Tenant; provided that Tenant may, by written notice given to Landlord within ten (10) days after Tenant's receipt of written notice of such broker's determination of FMRV, revoke its notice to renew. All costs for the services of the brokers selected by Landlord and Tenant and all costs for the services of the third broker shall be paid by the party whose determination of FMRV was not selected by the third broker as its FMRV.

Right to Renew. A. Landlord hereby grants to Tenant shall have the one (1) option -------------- to renew the Term of this lease Lease for two between a three (23) successive periods of or five (5) years each by notifying Landlord in writing year term (at the option of Tenant's election ) at the then prevailing market rate for comparable office space in the downtown Denver, Colorado market area. The option to renew shall be exercisable by Tenant only if Tenant is not in default of any material provision under this Lease or in default of any monetary provision of this Lease, unless the default is cured within the allowed time period. Tenant must give written notice to Landlord of its intent to exercise its the option and the length of the term selected at least twelve nine (129) months prior to the expiration of the then current term or renewal term of Term. If Tenant fails to provide such notice in accordance with this Leaseparagraph, the option shall lapse and thereafter be null and void. Tenant may exercise such option provided there is not then any uncured default by Tenant in the payment of any item of Rent hereunder and there is not then any other material uncured default hereunder by Tenant. The Rent during each renewal period shall be the then Fair Market Rental Value, as hereinafter defined, and the lease shall be upon all other terms and provisions of this Lease. B. As used in this Lease, herein the prevailing term Fair Market Rental Value ("FMRV") market rate shall mean the rent calculated at rate which Landlord or other landlords have leased within the then prevailing rate on prior twelve (12) months for comparable terms of comparable space in the same Building and other comparable Class A buildings in the central business district of Denver, Colorado. Upon exercising the option, all terms and conditions for during such extension period shall remain the renewal term same as those set forth in this Lease for similar space the Lease, except that Annual Base Rent and Operating Expenses. Within thirty (30) days after Landlord's receipt of Tenant's exercise notice, Landlord shall provide Tenant with Landlord's reasonable opinion of prevailing market rate. Upon Landlord's written notice of prevailing market rate to Tenant, Tenant shall have fifteen (15) days to accept or reject such current market rate in comparable Class A office buildings in the Denver Tech Center/Greenwood Plaza market areaswriting. In making such determination, no allowance shall be made for any If Tenant rejects Landlords opinion of the following: (1) Whether prevailing market rate, the Landlord or Tenant paid the cost of providing the existing improvements to the Premises. (2) The quality of the furniture or trade fixtures which belong to Tenant and which Tenant is entitled to remove at the end of the Term. (3) The expense and inconvenience to Tenant that would be involved if Tenant were recruited to relocate to other space. (4) The expense that Landlord would be required to incur to find new tenants for the Premises. (5) The presence of Tenant in the Building. (6) The fact that Tenant has a renewal option. C. FMRV shall be declared initially by Landlord in writing to Tenant not less than ten (10) months prior to the end of the Lease Term. Tenant shall have forty-five (45) days from the date of Landlord's declaration in which thereafter to dispute, in writing, Landlord's finding of FMRV and to provide to Landlord its written determination of FMRV. Failing such timely notice of dispute, Landlord's declared FMRV shall be deemed to be acceptable by both partiesreach an agreement. If Tenant gives Landlord timely notice in dispute of Landlord's determination of FMRV, then within said period Landlord and Tenant are unable to agree this option to renew shall each designate a licensed commercial real estate broker who shall together designate a third licensed commercial real estate broker, all of whom shall lapse and thereafter be experienced in evaluating rental properties of null and void. In the type and in the area of the Building. Within twenty (20) days of Tenant's notice to Landlord, the third broker shall deliver to Tenant and Landlord its written decision of the appropriate FMRV; provided that such broker's decision shall be to accept either the FMRV determined by Landlord or the FMRV determined by Tenant and such broker may not select an average of such determinations or any other amount for the FMRV. Such determination shall be binding upon Landlord and Tenant; provided that Tenant may, by written notice given to Landlord within ten (10) days after Tenant's receipt of written notice of such broker's determination of FMRV, revoke its notice to renew. All costs for the services of the brokers selected by event Landlord and Tenant and all costs agree on the prevailing market rate, they shall execute an amendment to the Lease providing for the services of renewal and the third broker shall be paid by the party whose determination of FMRV was not selected by the third broker as its FMRVnew Annual Base Rent.

Right to Renew. A. Landlord hereby grants to Tenant shall have the a one-time option to renew the Term of this lease for two (2) successive periods of five (5) years each by notifying Landlord in writing of Tenant's election to exercise its option at least twelve (12) months prior Lease as to the expiration of the then current term or renewal term of this Lease. Tenant may exercise such option provided there is not then any uncured default by Tenant in the payment of any item of Rent hereunder and there is not then any other material uncured default hereunder by Tenant. The Rent during each renewal period shall be the then Fair Market Rental ValuePremises, as hereinafter defined, and the lease shall be upon all other terms and provisions of this Lease. B. As used in this Lease, the term Fair Market Rental Value ("FMRV") shall mean the rent calculated at the then prevailing rate on the same may have been expanded pursuant to Paragraph 31 hereof, upon the terms and conditions for the renewal term set forth in of this Lease for similar space in comparable Class A office buildings in the Denver Tech Center/Greenwood Plaza market areas. In making such determination, no allowance shall be made for any of the followingParagraph 32 if: (1a) Whether Landlord or Tenant paid is not in default under this Lease beyond any time to cure at the cost of providing the existing improvements to the Premises.time such option is exercised; and (2b) The quality Tenant gives Landlord written notice of the furniture or trade fixtures which belong to Tenant and which Tenant is entitled to remove at the end exercise of the Term. renewal of this Lease not later than nine (3) The expense and inconvenience to Tenant that would be involved if Tenant were recruited to relocate to other space. (4) The expense that Landlord would be required to incur to find new tenants for the Premises. (5) The presence of Tenant in the Building. (6) The fact that Tenant has a renewal option. C. FMRV shall be declared initially by Landlord in writing to Tenant not less than ten (109) months prior to the end of the Term (the “Renewal Notice of Exercise”), time being of the essence. Tenant’s failure to deliver the Renewal Notice of Exercise to Landlord during the notice period specified in this subparagraph (b) shall be deemed a waiver of Tenant’s right to exercise its option to renew. Landlord and Tenant agree that if, prior to the date Tenant delivers the Renewal Notice of Exercise, Tenant has leased any Offer Space (as defined in Paragraph 31 hereof), the Renewal Notice of Exercise and the subsequent renewal of this Lease Termpursuant to this Paragraph 32 shall include and be applicable to such Offer Space. Landlord and Tenant further agree that, unless expressly provided in said Paragraph 31, any right of first offer granted by said Paragraph 31 shall expire as of the original Expiration Date of this Lease and shall not be available during the renewal term.] If Tenant elects to renew this Lease under this Paragraph 31, the following terms and conditions shall apply: (x) the renewal term in question shall commence upon the expiration of the Term and continue thereafter for a period of thirty-six (36) months; (y) Base Rent for the Premises for the renewal term shall be Market Rent (as defined in Paragraph 33 below); (z) all of the other terms and conditions contained in this Lease, as it may have been amended from time to time, shall be as set out in this Lease, it being understood that there shall be no rights of renewal or extension except as provided in this Paragraph 32, and, upon the exercise of the right of renewal granted by this Paragraph 32, this Paragraph 32 shall be of no further force or effect and Tenant shall have no right to further renew or extend the Term at the expiration of the renewal term. Within fifteen (15) days after request thereof from Landlord. Tenant shall have forty-five (45) days from the date of Landlord's declaration in which to dispute, in writing, Landlord's finding of FMRV execute and to provide deliver to Landlord its written determination those instruments which Landlord may request to evidence the renewal described in this Paragraph 32. The rights of FMRVTenant under this Paragraph 32 shall not be severed from this Lease or separately sold, assigned, or otherwise transferred, and shall expire on the expiration or earlier termination of this Lease. Failing such timely notice In addition to the foregoing, the renewal option contemplated by this Paragraph 32 shall automatically terminate and become null and void and of disputeno further force and effect upon the earliest to occur of (i) the expiration or termination of this Lease, Landlord's declared FMRV shall be deemed to be acceptable by both parties. If Tenant gives Landlord timely notice in dispute of Landlord's determination of FMRV, then Landlord and Tenant shall each designate a licensed commercial real estate broker who shall together designate a third licensed commercial real estate broker, all of whom shall be experienced in evaluating rental properties (ii) the termination of the type and in the area Tenant’s right to possession of the BuildingPremises, or (iii) the failure of Tenant to timely or properly exercise the rights granted by this Paragraph 32. Within twenty (20) days The right contemplated by this Paragraph shall not survive the expiration or termination of this Lease, and shall not be available to any assignee, subtenant, or successor to Tenant's notice to Landlord, the third broker shall deliver to Tenant and Landlord its written decision of the appropriate FMRV; provided that such broker's decision shall be to accept either the FMRV determined by Landlord or the FMRV determined by Tenant and such broker may not select an average of such determinations or any other amount for the FMRV. Such determination shall be binding upon Landlord and Tenant; provided that Tenant may, by written notice given to Landlord within ten (10) days after Tenant's receipt of written notice of such broker's determination of FMRV, revoke its notice to renew. All costs for the services of the brokers selected by Landlord and Tenant and all costs for the services of the third broker shall be paid by the party whose determination of FMRV was not selected by the third broker as its FMRV’s interests hereunder.

Right to Renew. A. 9.1 The Tenant shall have the may exercise its option to renew take the Renewal Lease by serving written notice on the Landlord not less than twelve calendar months’ prior to the Term Expiry Date. 9.2 The Tenant’s option under clause 9.1 shall be of no effect if: (a) on the Term Expiry Date: (i) the Tenant and/or a Group Company of the Tenant (assessed together so for these purposes the Tenant and the relevant Group Company are assumed to be the same entity) shall not be in occupation of at least 70,000 square feet of contiguous office space within the Building; and (ii) this Lease is not subsisting, and (b) on the date following the Term Expiry Date the Tenant and/or a Group Company of the Tenant (assessed together so for these purposes the Tenant and the relevant Group Company are assumed to be the same entity) will not be in occupation of at least 70,000 square feet of contiguous office space within the Building. 9.3 For the purposes of clause 9.2 above it is agreed the contiguous office space means space let to the Tenant and/or a Group Company of the Tenant on sequential floors of the Building (with no lettable area between any such floors which is not let to the Tenant or a Group Company of the Tenant (as the case may be)). 9.4 The Renewal Lease shall be made on the same terms as this lease save that: (a) the Term Commencement Date shall be the date immediately following the day of expiry of this lease for two Lease; (2b) successive periods of the Term shall be five (5) years each by notifying Landlord years; (c) the Principal Rent shall be ascertained in writing of Tenant's election to exercise its option at least twelve accordance with clause 9.5; (12d) months prior to the expiration “Review Dates” shall be the term commencement date and the term expiry date of the then current Renewal Lease; (e) the Tenant’s option to break in clause 8 and all references to it shall be omitted; and (f) the term “Renewal Lease”, this clause 9 and all references to them shall be omitted. 9.5 The Principal Rent payable on and from the term commencement date of the Renewal Lease shall be the higher of the Principal Rent passing on the last day of this lease (ignoring any suspension or renewal term abatement) and the Open Market Rent calculated in accordance with the provisions of the Third Schedule of this Lease. Tenant may exercise such option provided there is The provisions of paragraph 7 of the Third Schedule will apply if the Principal Rent payable under the Renewal Lease has not been agreed or assessed by the term commencement date of the Renewal Lease. 9.6 If at the Term Expiry Date the Rents are suspended whether in whole or in part due to the occurrence of damage or destruction by an Insured Risk or an Uninsured Risk then any uncured default by Tenant in the payment parties agree that for the purposes of any item of Rent hereunder and there is not then any other material uncured default hereunder by Tenant. The Rent during each renewal period the Renewal Lease it shall be assumed that such damage or destruction is an event which applies to the then Fair Market Rental Value, as hereinafter defined, Renewal Lease so that such suspension continues and the lease time periods referred to in clauses 5.5 and 5.6 shall be upon all other terms and provisions reduced so as to take into account any part of these time periods that have occurred during the term of this Lease. B. As used in this Lease, 9.7 Any guarantor who is guaranteeing the term Fair Market Rental Value ("FMRV") shall mean obligations of the rent calculated Tenant at the then prevailing rate expiry of the Contractual Term shall be obliged to guarantee the Tenant’s obligations under the Renewal Lease on the same terms and conditions for (but shall not be obliged to do so if during the renewal term set forth in this Lease for similar space in comparable Class A office buildings in the Denver Tech Center/Greenwood Plaza market areas. In making such determination, no allowance shall be made for any of the following: (1) Whether Landlord or Tenant paid the cost of providing the existing improvements to the Premises. (2) The quality of the furniture or trade fixtures which belong to Tenant and which Tenant is entitled to remove at the end of the Term. (3) The expense and inconvenience to Tenant that would be involved if Tenant were recruited to relocate to other space. (4) The expense that Landlord would be required to incur to find new tenants for the Premises. (5) The presence of Tenant in the Building. (6) The fact that Tenant has a renewal option. C. FMRV shall be declared initially by Landlord in writing to Tenant not less than ten (10) months 12 month period prior to the end Term Expiry Date the Tenant itself would have been able to satisfy the condition in clause 3.64(b) if at any time during such period the Tenant had wished to take an assignment of the Lease Term. Lease). 9.8 Subject to clause 9.2, if the Tenant exercises its option pursuant to clause 9.1, the Landlord shall grant and the Tenant shall have forty-five (45) days from accept the Renewal Lease on the date of Landlord's declaration specified in which to dispute, in writing, Landlord's finding of FMRV and to provide to Landlord its written determination of FMRV. Failing such timely notice of dispute, Landlord's declared FMRV shall be deemed to be acceptable by both parties. If Tenant gives Landlord timely notice in dispute of Landlord's determination of FMRV, then Landlord and Tenant shall each designate a licensed commercial real estate broker who shall together designate a third licensed commercial real estate broker, all of whom shall be experienced in evaluating rental properties clause 9.4(a). 9.9 Time is of the type and in the area essence of the Building. Within twenty (20) days of Tenant's notice dates and periods referred to Landlord, the third broker shall deliver to Tenant and Landlord its written decision of the appropriate FMRV; provided that such broker's decision shall be to accept either the FMRV determined by Landlord or the FMRV determined by Tenant and such broker may not select an average of such determinations or any other amount for the FMRV. Such determination shall be binding upon Landlord and Tenant; provided that Tenant may, by written notice given to Landlord within ten (10) days after Tenant's receipt of written notice of such broker's determination of FMRV, revoke its notice to renew. All costs for the services of the brokers selected by Landlord and Tenant and all costs for the services of the third broker shall be paid by the party whose determination of FMRV was not selected by the third broker as its FMRVin this clause 9.

Right to Renew. A. Tenant shall have the option to renew the Term of this lease Lease for two (2) successive periods one period of five (5) years each by notifying Landlord in writing of Tenant's election to exercise its option at least twelve (12) 12 months prior to the expiration of the then current term or renewal term of this Lease. , Tenant may exercise such option provided there Tenant is not then any uncured in default by Tenant in the payment performance of any item of Rent hereunder the terms or covenants of this Lease as of the time of such exercise and there is not then any other material uncured default hereunder by Tenantthat Tenant has satisfied all of its conditions under this Lease. The base Rent during each such five-year renewal period shall be 90% of the then Fair Market Rental Value, as hereinafter defined, and the lease shall be upon all other terms and provisions of this Lease. B. As used in this Lease, the term including payment of additional Rent, shall apply during such renewal period. Fair Market Rental Value ("FMRV") as used in this Lease shall mean be the rent calculated at the then prevailing rate on the same terms and conditions for the renewal term set forth in this Lease for similar space in comparable Class A office buildings in and the then prevailing parking garage rent for similar totally enclosed parking garages located within the Denver Tech Center/Greenwood Plaza market areasMarket Area in which the Building is located. In making such determination, no allowance shall be made for any of the following: (1) Whether Landlord or Tenant paid the cost of providing the existing improvements to the Premises. (2) The quality of the furniture or trade fixtures which belong to Tenant and which Tenant is entitled to remove at the end of the Term. (3) The expense and inconvenience to Tenant that would be involved if Tenant were recruited to relocate to other space. (4) The expense that Landlord would be required to incur to find new tenants for the Premises. (5) The presence of Tenant in the Building. (6) The fact that Tenant has a renewal option. C. Said FMRV shall be declared initially by Landlord in writing to Tenant not less than ten (10) 10 months prior to the end of the Lease Term. Tenant shall have forty-five (45) 30 days from the date of Landlord's declaration in which to dispute, in writing, Landlord's finding of FMRV and or to provide revoke the required notice to Landlord its written determination of FMRVrenew. Failing such timely notice of dispute, Landlord's declared FMRV shall be deemed to be acceptable by both parties. If Tenant gives Landlord timely notice in dispute of Landlord's determination of the FMRV, then Landlord and Tenant shall each designate a licensed commercial real estate broker who shall together designate a third licensed commercial real estate broker, all of whom shall be experienced in evaluating rental properties of the type and in the area of the Building. Within twenty (20) 20 days of Tenant's notice to Landlord, the third each broker shall deliver to Tenant and Landlord its their written decision estimate of the appropriate FMRV; provided that such broker's decision . The new Base Rent shall be equal to accept either the FMRV determined by Landlord or the FMRV determined by Tenant and such broker may not select an mean average of such determinations or any other amount the three estimates of FMRV calculated by the licensed commercial real estate brokers. Landlord and Tenant shall each pay for the FMRV. Such determination shall be binding upon Landlord and Tenant; provided that Tenant may, by written notice given to Landlord within ten (10) days after Tenant's receipt cost of written notice of such broker's determination of FMRV, revoke its notice to renew. All costs for the services of the brokers selected by Landlord broker designated thereby and Tenant and all costs for shall equally share the cost of the services of the third broker shall be paid by the party whose determination of FMRV was not selected by the third broker as its FMRVbroker.

Right to Renew. A. Tenant (a) Subtenant shall have the one option to renew extend the Term of this lease for two Sublease until the last day of the term of the Prime Lease, which is scheduled to terminate on April 30, 2009 (2the "Renewal Option"). The terms of the Renewal Option shall be in accordance with all of the terms and conditions of this Sublease, except that Base Rent shall be based on the then current market rental value. (b) successive periods The Renewal Option may only be exercised by Subtenant by written notice of five (5) years each exercise given by notifying Landlord in writing Subtenant to Sublandlord and received by Sublandlord not earlier than March 30, 2004, and not later than May 30, 2004. Failure to so exercise within such period shall render any subsequent attempted exercise void and of Tenant's election no effect, any principles of law to the contrary notwithstanding. Subtenant shall have no right to exercise its option the Renewal Option, and any attempted exercise shall be void and of no effect, if: (i) the named Subtenant has assigned this Lease or has at least twelve any time subleased, in the aggregate, more than 50% of the Premises; or (12ii) months Subtenant shall be in default hereunder and such default shall not have been cured at the time of the attempted exercise or, if such default occurs after Subtenant's attempted exercise of the option, at the time of the proposed commencement of the extension Term. (c) In the event that the parties have not agreed upon the current market rental value of the Premises prior to the expiration date two months before the commencement of the then current term or renewal term of this Lease. Tenant may exercise extension Term, such option provided there is not then any uncured default value shall be determined by Tenant arbitration in the payment City of any item of Rent hereunder and there is not then any other material uncured default hereunder by Tenant. The Rent during each renewal period shall be the then Fair Market Rental ValueWashington, D.C., before a single arbitrator as hereinafter defined, and the lease shall be upon all other terms and provisions of this Lease. B. As used in this Lease, the term Fair Market Rental Value ("FMRV") shall mean the rent calculated at the then prevailing rate on the same terms and conditions for the renewal term set forth in this Lease for similar space in comparable Class A office buildings in the Denver Tech Center/Greenwood Plaza market areas. In making such determination, no allowance shall be made for any of the followingfollows: (1i) Whether Landlord or Tenant paid Sublandlord and Subtenant shall have ten days within which to select one mutually agreeable arbitrator who shall have a minimum of ten (10) years' experience in Northern Virginia commercial real estate. If Sublandlord and Subtenant fail to agree on one arbitrator within the cost ten day period, either party may promptly request the president of providing the existing improvements local Board of Realtors to appoint an arbitrator for the matter, and said president's selection shall be binding upon Sublandlord and Subtenant. (ii) Sublandlord and Subtenant shall each submit to the arbitrator, in writing, a good faith determination of the current market rental value of the Premises. (2iii) The quality appraiser selected must choose either Sublandlord's or Subtenant's good faith determination of the furniture or trade fixtures which belong to Tenant and which Tenant is entitled to remove at the end rental value of the Term. (3) The expense Premises and inconvenience to Tenant that would be involved if Tenant were recruited to relocate to other space. (4) The expense that Landlord would be required to incur to find new tenants for the Premises. (5) The presence of Tenant in the Building. (6) The fact that Tenant has a renewal option. C. FMRV appraiser's choice shall be declared initially by Landlord in writing to Tenant not less than ten (10) months prior to final and binding upon the end of the Lease Termparties. Tenant shall have forty-five (45) days from From the date of Landlord's declaration in appointment, the arbitrator shall have 30 days within which to dispute, in writing, Landlord's finding of FMRV and render a decision as to provide to Landlord its written determination of FMRV. Failing such timely notice of dispute, Landlord's declared FMRV shall be deemed to be acceptable by both parties. If Tenant gives Landlord timely notice in dispute of Landlord's determination of FMRV, then Landlord and Tenant shall each designate a licensed commercial real estate broker who shall together designate a third licensed commercial real estate broker, all of whom shall be experienced in evaluating the rental properties value of the type and in Premises. Judgment upon the area of award rendered by the Building. Within twenty (20) days of Tenant's notice to Landlord, the third broker shall deliver to Tenant and Landlord its written decision of the appropriate FMRV; provided that such broker's decision shall be to accept either the FMRV determined by Landlord or the FMRV determined by Tenant and such broker may not select an average of such determinations or any other amount for the FMRV. Such determination arbitrator shall be binding upon Landlord the parties and Tenant; provided that Tenant may, by written notice given to Landlord within ten (10) days after Tenant's receipt may be entered in any court of written notice competent jurisdiction. The arbitrator shall determine the liability of such broker's determination of FMRV, revoke its notice to renew. All costs the parties for the services costs of the brokers selected by Landlord arbitration and Tenant may allocate counsel fees, witness fees and all other costs for between the services of the third broker shall be paid by the party whose determination of FMRV was not selected by the third broker as its FMRVparties.

Right to Renew. A. The Tenant shall have the option right to renew this Lease for one renewal term of 5 years (the Term "Renewal Term"), subject to the following terms and conditions: (a) the Tenant's right to renew shall be personal to the original Tenant and shall not extend to any assignee or subtenant so that the right to renew terminates upon any assignment of this lease for two Lease or upon any subletting of all or any part of the Premises unless consented to by the Landlord or otherwise permitted in accordance with subsection 11.1(f); (2b) successive periods the Tenant shall not be entitled to any right of five renewal if, at the time of the giving of the notice of exercise thereof, the Tenant is in default hereunder (5which has not been cured within the requisite time period after notice) years each or if prior thereto the Tenant has been in monetary default hereunder on a consistent basis; (c) the right of renewal shall be exercisable by notifying notice by the Tenant to the Landlord in writing of Tenant's election to exercise its option at least twelve (12) 9 months and not more than 12 months prior to the expiration of the then current term or renewal term of this Lease. Tenant may exercise such option provided there is not then any uncured default by Tenant in Term; (d) the payment of any item of Rent hereunder and there is not then any other material uncured default hereunder by Tenant. The Rent during each renewal period lease for the Renewal Term shall be the then Fair Market Rental Value, as hereinafter defined, and the lease shall be upon all other terms and provisions of this Lease. B. As used in this Lease, the term Fair Market Rental Value ("FMRV") shall mean the rent calculated at the then prevailing rate on the same terms and conditions as are contained in this Lease, except that the Basic Rent during the Renewal Term will be as stipulated in subsection (e), and except that there shall be no further right to renew and except that no tenant inducements shall be payable; (e) the annual Basic Rent for each year during the Renewal Term shall be the then current fair market rent for the renewal term set forth in this Lease Premises as of the commencement date of the Renewal Term for similar space in unimproved premises of comparable Class A office buildings size, use, age and structural condition in the Denver Tech Center/Greenwood Plaza market areas. In making such determinationvicinity of the Premises, no allowance taking into consideration the Basic Rent abatement set out in Section 18.2, except that the Landlord shall not be responsible for paying any inducements whatsoever to the Tenant and the Basic Rent shall not be adjusted to reflect this fact and shall be made for any of negotiated in good faith by the following: (1) Whether Landlord or and the Tenant paid the cost of providing the existing improvements and, failing agreement 90 days prior to the Premises. (2) The quality of the furniture or trade fixtures which belong to Tenant and which Tenant is entitled to remove at the end expiry of the Term., shall be determined by arbitration in accordance with Article 16; and (3f) The expense and inconvenience to Tenant that would be involved if Tenant were recruited to relocate to other space. (4) The expense that Landlord would be required to incur to find new tenants for the Premises. (5) The presence of Tenant in Basic Rent during the Building. (6) The fact that Tenant Renewal Term has a renewal option. C. FMRV shall be declared initially not been settled by Landlord in writing to Tenant not less than ten (10) months prior to the end commencement of the Lease Renewal Term. , the Tenant shall have forty-five (45) days from pay, as Basic Rent, the date of Landlord's declaration in which to dispute, in writing, Landlord's finding of FMRV and to provide to Landlord its written determination of FMRV. Failing such timely notice of dispute, Landlord's declared FMRV shall be deemed to be acceptable by both parties. If Tenant gives Landlord timely notice in dispute of Landlord's determination of FMRV, then Landlord and Tenant shall each designate a licensed commercial real estate broker who shall together designate a third licensed commercial real estate broker, all of whom shall be experienced in evaluating rental properties Basic Rent payable during the last year of the type Term and in when a final determination has been made the area of the Building. Within twenty (20) days of Tenant's notice to Landlord, the third broker parties shall deliver to Tenant and Landlord its written decision of promptly make the appropriate FMRV; provided that such broker's decision shall be to accept either the FMRV determined by Landlord or the FMRV determined by Tenant and such broker may not select an average of such determinations or any other amount for the FMRV. Such determination shall be binding upon Landlord and Tenant; provided that Tenant may, by written notice given to Landlord within ten (10) days after Tenant's receipt of written notice of such broker's determination of FMRV, revoke its notice to renew. All costs for the services of the brokers selected by Landlord and Tenant and all costs for the services of the third broker shall be paid by the party whose determination of FMRV was not selected by the third broker as its FMRVadjustments.

Right to Renew. A. Provided Tenant is not in default of any of the terms, conditions or covenants of this Lease, it is agreed by and between the parties that Tenant shall have the option to renew the Term of this lease for two (2) successive periods of ), five (5) years each by notifying Landlord in writing year options to extend the term of Tenant's election to exercise its option at least twelve the Lease requiring a minimum of six (126) months prior written notice to the expiration of the then current term or renewal term of this Lease. Tenant may exercise such option provided there is not then any uncured default by Tenant in the payment of any item of Rent hereunder and there is not then any other material uncured default hereunder by TenantLandlord. The same terms which apply during the original term shall apply during the extension terms, except that the Base Rent during each renewal period for the extension terms shall be the then Fair Market Rental Value, as hereinafter defined, and the lease shall be upon all other terms and provisions of this Lease. B. As used in this Lease, the term Fair Market Rental Value ("FMRV") shall mean the rent calculated at the then prevailing rate on the same terms and conditions for the renewal term set forth in this Lease "Market Rate" for similar space in comparable Class A office buildings in the Denver Tech Center/Greenwood Plaza market areas. In making as such determinationterm is defined below. B. For purposes of this section, no allowance "Market Rate" shall be made for any defined as the then fair market net rental value of the followingPremises, as of the date of commencement of the renewal term, determined in accordance with the provisions set forth below. The fair market net rental value of the Premises shall mean the net rental that would be agreed to by Landlord and a new tenant, each of which is willing, but neither of whom is compelled, to enter into the Lease transaction. The fair market net rental value shall be determined on the basis of the assumptions that: (i) the Operating Expense base year shall be updated to the first full lease year of the renewal term; and (ii) the fair market net rental value shall be projected to the commencement date of the applicable renewal term. The fair market net rental value to be determined shall not take into account any existing tenant improvements or special uses or rights afforded to the Tenant under the Lease in connection with the Premises except for the additional value attributable to Additional Parking provided to this Tenant in excess of normal building parking ratios, but shall take into account the following factors: (1i) Whether Landlord or Tenant paid rental for comparable space in "Comparable Buildings" (taking into consideration but not limited to use, location, and/or floor level with any applicable building, definition of net rentable area, quality, age and location of the cost of providing the existing improvements to the Premises.applicable buildings); (2ii) The quality of the furniture or trade fixtures which belong to Tenant and which Tenant is entitled to remove at the end of the Term. (3) The expense and inconvenience to Tenant that would be involved if Tenant were recruited to relocate to other space. (4) The expense that Landlord would be required to incur to find new tenants for the Premises. (5) The presence of Tenant in the Building. (6) The fact that Tenant has a renewal option. C. FMRV shall be declared initially by Landlord in writing to Tenant not less than ten (10) months prior to the end of the Lease Term. Tenant shall have forty-five (45) days from the date of Landlord's declaration in which to dispute, in writing, Landlord's finding of FMRV and to provide to Landlord its written determination of FMRV. Failing such timely notice of dispute, Landlord's declared FMRV shall be deemed to be acceptable by both parties. If Tenant gives Landlord timely notice in dispute of Landlord's determination of FMRV, then Landlord and Tenant shall each designate a licensed commercial real estate broker who shall together designate a third licensed commercial real estate broker, all of whom shall be experienced in evaluating rental properties of the type and in the rentable area of the Premises; (iii) the length of the pertinent renewal term; (iv) the extent to which the tenant improvement allowance, rent, credit, moving allowance, space planning allowance, or similar inducements given to Tenant are lesser or greater than that which would have been given to a comparable new tenant in a Comparable Building. Within twenty ; and (20v) days the quality and creditworthiness of Tenant's notice to Landlord, the third broker shall deliver to Tenant and Landlord its written decision of the appropriate FMRV; provided that such broker's decision shall be to accept either the FMRV determined by Landlord or the FMRV determined by Tenant and such broker may not select an average of such determinations or any other amount for the FMRV. Such determination shall be binding upon Landlord and Tenant; provided that Tenant may, by written notice given to Landlord within ten (10) days after Tenant's receipt of written notice of such broker's determination of FMRV, revoke its notice to renew. All costs for the services of the brokers selected by Landlord and Tenant and all costs for the services of the third broker shall be paid by the party whose determination of FMRV was not selected by the third broker as its FMRV.

Right to Renew. A. 9.1 The Tenant shall have the may exercise its option to renew take the Renewal Lease by serving written notice on the Landlord not less than twelve calendar months' prior to the Term Expiry Date. 9.2 The Tenant's option under clause 9.1 shall be of no effect if: (a) on the Term Expiry Date: (i) the Tenant and/or a Group Company of the Tenant (assessed together so for these purposes the Tenant and the relevant Group Company are assumed to be the same entity) shall not be in occupation of at least 70,000 square feet of contiguous office space within the Building; and (ii) this Lease is not subsisting, and (b) on the date following the Term Expiry Date the Tenant and/or a Group Company of the Tenant (assessed together so for these purposes the Tenant and the relevant Group Company are assumed to be the same entity) will not be in occupation of at least 70,000 square feet of contiguous office space within the Building. 9.3 For the purposes of clause 9.2 above it is agreed the contiguous office space means space let to the Tenant and/or a Group Company of the Tenant on sequential floors of the Building (with no lettable area between any such floors which is not let to the Tenant or a Group Company of the Tenant (as the case may be)). 9.4 The Renewal Lease shall be made on the same terms as this lease save that: (a) the Term Commencement Date shall be the date immediately following the day of expiry of this lease for two Lease; (2b) successive periods of the Term shall be five (5) years each by notifying Landlord years; (c) the Principal Rent shall be ascertained in writing accordance with clause 9.5; (d) the "Review Dates" shall be the term commencement date and the term expiry date of the Renewal Lease; (e) the Tenant's election option to exercise its option at least twelve break in clause 8 and all references to it shall be omitted; and (12f) months prior the term "Renewal Lease", this clause 9 and all references to them shall be omitted. 11/46479475_5 39UKMATTERS:45919740.1 9.5 The Principal Rent payable on and from the expiration term commencement date of the then current term Renewal Lease shall be the higher of the Principal Rent passing on the last day of this lease (ignoring any suspension or renewal term abatement) and the Open Market Rent calculated in accordance with the provisions of the Third Schedule of this Lease. Tenant may exercise such option provided there is The provisions of paragraph 7 of the Third Schedule will apply if the Principal Rent payable under the Renewal Lease has not been agreed or assessed by the term commencement date of the Renewal Lease. 9.6 If at the Term Expiry Date the Rents are suspended whether in whole or in part due to the occurrence of damage or destruction by an Insured Risk or an Uninsured Risk then any uncured default by Tenant in the payment parties agree that for the purposes of any item of Rent hereunder and there is not then any other material uncured default hereunder by Tenant. The Rent during each renewal period the Renewal Lease it shall be assumed that such damage or destruction is an event which applies to the then Fair Market Rental Value, as hereinafter defined, Renewal Lease so that such suspension continues and the lease time periods referred to in clauses 5.4 and 5.5 shall be upon all other terms and provisions reduced so as to take into account any part of these time periods that have occurred during the term of this Lease. B. As used in this Lease, 9.7 Any guarantor who is guaranteeing the term Fair Market Rental Value ("FMRV") shall mean obligations of the rent calculated Tenant at the then prevailing rate expiry of the Contractual Term shall be obliged to guarantee the Tenant's obligations under the Renewal Lease on the same terms and conditions for (but shall not be obliged to do so if during the renewal term set forth in this Lease for similar space in comparable Class A office buildings in the Denver Tech Center/Greenwood Plaza market areas. In making such determination, no allowance shall be made for any of the following: (1) Whether Landlord or Tenant paid the cost of providing the existing improvements to the Premises. (2) The quality of the furniture or trade fixtures which belong to Tenant and which Tenant is entitled to remove at the end of the Term. (3) The expense and inconvenience to Tenant that would be involved if Tenant were recruited to relocate to other space. (4) The expense that Landlord would be required to incur to find new tenants for the Premises. (5) The presence of Tenant in the Building. (6) The fact that Tenant has a renewal option. C. FMRV shall be declared initially by Landlord in writing to Tenant not less than ten (10) months 12 month period prior to the end Term Expiry Date the Tenant itself would have been able to satisfy the condition in clause 3.64(b) if at any time during such period the Tenant had wished to take an assignment of the Lease Term. Lease). 9.8 Subject to clause 9.2, if the Tenant exercises its option pursuant to clause 9.1, the Landlord shall grant and the Tenant shall have forty-five (45) days from accept the Renewal Lease on the date of Landlord's declaration specified in which to dispute, in writing, Landlord's finding of FMRV and to provide to Landlord its written determination of FMRV. Failing such timely notice of dispute, Landlord's declared FMRV shall be deemed to be acceptable by both parties. If Tenant gives Landlord timely notice in dispute of Landlord's determination of FMRV, then Landlord and Tenant shall each designate a licensed commercial real estate broker who shall together designate a third licensed commercial real estate broker, all of whom shall be experienced in evaluating rental properties clause 9.4(a). 9.9 Time is of the type and in the area essence of the Building. Within twenty (20) days of Tenant's notice dates and periods referred to Landlord, the third broker shall deliver to Tenant and Landlord its written decision of the appropriate FMRV; provided that such broker's decision shall be to accept either the FMRV determined by Landlord or the FMRV determined by Tenant and such broker may not select an average of such determinations or any other amount for the FMRV. Such determination shall be binding upon Landlord and Tenant; provided that Tenant may, by written notice given to Landlord within ten (10) days after Tenant's receipt of written notice of such broker's determination of FMRV, revoke its notice to renew. All costs for the services of the brokers selected by Landlord and Tenant and all costs for the services of the third broker shall be paid by the party whose determination of FMRV was not selected by the third broker as its FMRVin this clause 9.

Right to Renew. A. Provided that no Default has occurred and is continuing with respect to Tenant at the time of its exercise of this option, Tenant shall have the option two (2) options to renew extend the Term of this lease the Lease ("Extension Option") for two (2) successive periods of consecutive five (5) years year periods only (each an "Extension Term" respectively) upon all of the following conditions: (a) Tenant shall exercise this Extension Option by notifying notice to Landlord in writing of Tenant's election to exercise its option at least which must be received by Landlord no later than 5:00 p.m. on the date twelve (12) months prior to the expiration Expiration Date of the then current term or renewal term of this Lease. Tenant may exercise such option provided there is not then any uncured default by Tenant in the payment of any item of Rent hereunder and there is not then any other material uncured default hereunder by Tenant. The Rent during each renewal period shall be the then Fair Market Rental Valuequestion, as hereinafter defined, and the lease shall be upon all other terms and provisions of this Lease. B. As used in this Lease, the term Fair Market Rental Value but no earlier than eighteen ("FMRV") shall mean the rent calculated at the then prevailing rate on the same terms and conditions for the renewal term set forth in this Lease for similar space in comparable Class A office buildings in the Denver Tech Center/Greenwood Plaza market areas. In making such determination, no allowance shall be made for any of the following: (1) Whether Landlord or Tenant paid the cost of providing the existing improvements to the Premises. (2) The quality of the furniture or trade fixtures which belong to Tenant and which Tenant is entitled to remove at the end of the Term. (3) The expense and inconvenience to Tenant that would be involved if Tenant were recruited to relocate to other space. (4) The expense that Landlord would be required to incur to find new tenants for the Premises. (5) The presence of Tenant in the Building. (6) The fact that Tenant has a renewal option. C. FMRV shall be declared initially by Landlord in writing to Tenant not less than ten (1018) months prior to the end Expiration Date of the Lease Termterm in question. Tenant Each Extension Option shall have forty-five be valid if exercised with respect to the entire Premises, as expanded from time to time, or less than the entire Premises so long as the portion of the Premises with respect to which the Extension Option is exercised (45i) constitutes one or more whole floors of the Building and, if the Extension Option is executed with respect to more than one (1) floor, such floors are contiguous floors, and (ii) includes either the second (2nd) or the fifth (5th) floor of the Building (if the Extension Option is exercised with respect to any of the Office Tower Premises) or both floors of the Garden Space. (b) Within thirty (30) days from after the date of Tenant's notice (the "Determination Date"), Landlord shall compute the "Extension Rate", which shall be 95% of Market Rent (as described in subsection (f) below), and notify Tenant in writing of the resulting amount, which amount shall be subject to Tenant's review and approval. All other terms of this Lease (excluding any Landlord's declaration in which work or Allowances and except that Tenant's Extension Option shall apply to dispute, in writing, Landlord's finding of FMRV one (1) less Extension Term) shall apply during the 1st and 2nd Extension Terms. (c) If Landlord and Tenant shall fail to provide to Landlord its written determination of FMRV. Failing such timely notice of dispute, Landlord's declared FMRV shall be deemed to be acceptable by both parties. If Tenant gives Landlord timely notice in dispute of Landlord's determination of FMRVagree upon the Market Rent within sixty (60) days after the Determination Date, then Landlord and Tenant each shall each designate a licensed commercial real estate broker who shall together designate a third licensed commercial real estate broker, all of whom shall be experienced in evaluating rental properties of the type and in the area of the Building. Within twenty (20) days of Tenant's give notice to Landlordthe other, the third broker shall deliver to Tenant and Landlord its written decision of the appropriate FMRV; provided that such broker's decision shall be to accept either the FMRV determined by Landlord or the FMRV determined by Tenant and such broker may not select an average of such determinations or any other amount for the FMRV. Such determination shall be binding upon Landlord and Tenant; provided that Tenant may, by written notice given to Landlord within ten (10) days after the expiration of such sixty (60) day period, setting forth their respective determination of the Market Rent (the "Determination Notice"). Subject to the provisions of subsection (d) below, the parties shall then apply to the American Arbitration Association or any successor thereto for the designation of an arbitrator satisfactory to both parties to render a final determination of the Market Rent. The arbitrator shall be a real estate appraiser or consultant who shall have at least fifteen (15) years continuous experience in the business of appraising or is knowledgeable in rental rates and lease transactions in the Building and the Buckhead, Atlanta, Georgia market area. The arbitrator shall conduct such hearings and investigations as the arbitrator shall deem appropriate and shall, within thirty (30) days after having been appointed, choose one of the determinations of Market Rent set forth in either Landlord's or Tenant's receipt of written notice of such broker's determination of FMRVDetermination Notice, revoke its notice to renew. All costs for and that choice by the services of the brokers selected by Landlord and Tenant and all costs for the services of the third broker arbitrator shall be paid by the party whose determination of FMRV was not selected by the third broker as its FMRV.binding upon Landlord and

Right to Renew. A. Tenant shall have (a) Subject to the terms and conditions of this Section 35, Lessor grants Lessee the options (each such option being referred to herein as a "Renewal Option") to renew this Lease (but only with respect to such portions of the Term Demised Premises which (y) have not been assigned to a party other than a Lessee Affiliate, and (z) will not be subleased as of this lease the commencement date of any renewal period to any party other than a Lessee Affiliate), for two (2) successive periods additional terms of five (5) years each each. Such renewal shall be upon the terms, covenants, conditions and provisions contained in this lease (except that (i) Base Rent will be as set forth below, (ii) if any portion of the Office Space has been previously assigned or subleased to a party other than a Lessee Affiliate, appropriate adjustments will be made to reduce the square footage of the Office Space and Lessee's Proportionate Share, and (iii) no additional options to renew will be created by notifying Landlord in writing the exercise of Tenant's election such option to exercise its option renew). Each Renewal Option shall be exercised by Lessee delivering written notice to Lessor at least twelve (12) months prior to the expiration of the then current term or renewal term of this Lease. Tenant may exercise such option provided there is not then any uncured default by Tenant in the payment of any item of Rent hereunder and there is not then any other material uncured default hereunder by Tenant. The Rent during each renewal period shall be the then Fair Market Rental ValueExpiration Date, as hereinafter definedextended by any previously exercised Renewal Option. Lessee may, and the lease shall be upon all other terms and provisions of this Lease. B. As used in this Lease, the term Fair Market Rental Value not earlier than fifteen ("FMRV") shall mean the rent calculated at the then prevailing rate on the same terms and conditions for the renewal term set forth in this Lease for similar space in comparable Class A office buildings in the Denver Tech Center/Greenwood Plaza market areas. In making such determination, no allowance shall be made for any of the following: (1) Whether Landlord or Tenant paid the cost of providing the existing improvements to the Premises. (2) The quality of the furniture or trade fixtures which belong to Tenant and which Tenant is entitled to remove at the end of the Term. (3) The expense and inconvenience to Tenant that would be involved if Tenant were recruited to relocate to other space. (4) The expense that Landlord would be required to incur to find new tenants for the Premises. (5) The presence of Tenant in the Building. (6) The fact that Tenant has a renewal option. C. FMRV shall be declared initially by Landlord in writing to Tenant not less than ten (1015) months prior to the end Expiration Date, as extended by any previously exercised Renewal Option, request in writing that Lessor advise Lessee of Lessor's good faith estimate of the Lease TermMarket Rental Rate (as hereinafter defined) for the next succeeding option period. Tenant shall have forty-five Lessor shall, within thirty (4530) days from after any such request, advise Lessee in writing of Lessor's good faith determination of the date Market Rental Rate for such option period and the basis therefor. If Lessee, in good faith, disagrees with Lessor's determination of Landlordthe Market Rental Rate stated in Lessor's declaration response, and, after good faith negotiations, Lessor and Lessee are unable to agree upon the Market Rental Rate within thirty (30) days after the submission of Lessor's determination, then Lessee may elect to have the Market Rental Rate determined in accordance with the terms of subsection (c) hereinbelow, in which to dispute, in writing, Landlord's finding of FMRV and to provide to Landlord its written determination of FMRV. Failing such timely notice of dispute, Landlord's declared FMRV event (i) Lessee shall be deemed to have irrevocably exercised the applicable Renewal Option, and (ii) such determination of the Market Rental Rate shall be acceptable by both partiesbinding on Lessor and Lessee and shall be the Base Rent for the applicable Renewal Period. If Tenant gives Landlord timely notice Lessee fails to notify Lessor that it, in dispute of Landlordgood faith, disputes Lessor's determination of FMRVthe Market Rental Rate within thirty (30) days after Lessor submits such determination to Lessee, Lessee shall be deemed to have waived any rights to dispute Lessor's determination and Lessor's determination shall be the Base Rent for the related option period should Lessee elect to exercise the applicable Renewal Option. (b) The Base Rent for the first option period shall be ninety percent (90%) of the Market Rental Rate and the Base Rent for the second option period shall be ninety-five percent (95%) of the Market Rental Rate. The Market Rental Rate is defined as the annual rental rate then being charged by landlords (including Lessor) in the Chicago area to tenants of a similar credit quality to Lessee for space of similar quality and size as the Demised Premises, taking into account all relevant factors, including without limitation, age, extent and quality of tenant improvements, length of term, amenities of the Building and the Property, location and/or floor height and definition of net rentable area, reasonable projections of annual Base Rent, annual Additional Payments to be made by a tenant (including that fact that the Base Year under this Lease will be a year other then the initial year of the applicable option period), and allowances or concessions that have been granted such as abatements, lease assumptions, leasehold improvement and moving allowances. The Market Rental Rate shall be determined by taking into consideration comparable fact situations in the Building and other comparable buildings occurring during the twelve (12) month period prior to the date of Lessee's request that Lessor determine the Market Rental Rate, based on signed leases or renewals or accepted proposals during such period. (c) If Lessee elects to have the Market Rental Rate determined in accordance with the terms of this subsection (c), then Landlord Lessor and Tenant Lessee shall each designate simultaneously submit to the other, within fifteen (15) business days after such election, in a licensed commercial real estate broker sealed envelope its good faith estimate of the Market Rental Rate. If the higher of such estimates is not more than one hundred five percent (105%) of the lower of such estimates, then the Market Rental Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Lessee may, by notice to Lessor on or before fifteen (15) business days after the exchange, require that the disagreement shall be resolved by arbitration. If Lessee does not timely exercise such right, then the Base Rent for the applicable option period shall be the Base Rent set forth in Lessor's notice of the Market Rental Rate for the applicable option period. If Lessee timely exercises such right, Lessor and Lessee shall attempt to agree upon an arbitrator within ten (10) business days after such notice. In the event they fail, after good faith efforts, to agree upon an arbitrator within such ten (10) business day period, then within ten (10) business days thereafter Lessor and Lessee shall each appoint a qualified and impartial person as arbitrator (a qualified person being one who shall together designate have had at least ten (10) years' experience in a third licensed commercial real estate brokerprofession which directly relates to the leasing of office space in downtown Chicago). In case either party shall fail to appoint an arbitrator within such ten (10) business day period, all of whom then the arbitrator appointed by the party not in default hereunder shall be experienced in evaluating rental properties of the type and in sole arbitrator. If the area of arbitrators so appointed shall fail to agree upon the Building. Within matter submitted within twenty (20) days after submission of Tenant's notice the matter to Landlordthem, an umpire, who shall be a qualified (as described above) and impartial person, shall be appointed by the third broker American Arbitration Association, or its successor, from its qualified panel of arbitrators. The arbitrator or arbitrators and umpire shall deliver proceed to Tenant determine the Market Rental Rate with all reasonable dispatch and Landlord in any event within twenty (20) days after the appointment of the umpire. Such decision shall be rendered in writing. Such decision shall include selection from the estimates submitted by Lessor and Lessee of the one which is closer to the Market Rental Rate determined by the arbitrator or arbitrators and umpire, which shall be the Market Rental Rate for purposes of the applicable option period. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (or its written successor) and applicable Illinois law. The decision of the appropriate FMRV; provided that such broker's decision single arbitrator, if the parties have agreed upon a single arbitrator or if a single arbitrator has acted by reason of the failure of a party to appoint a second arbitrator, or of two arbitrators, if two have been appointed, or of a majority of the arbitrators and the umpire, if an umpire shall have been appointed, shall be binding, final and conclusive on the parties. In the event there are two arbitrators and an umpire and a majority of the arbitrators and the umpire are unable or fail to accept either agree, the FMRV determined by Landlord or decision of the FMRV determined by Tenant and such broker may not select an average of such determinations or any other amount for the FMRV. Such determination umpire shall be binding upon Landlord binding, final and Tenant; provided that Tenant may, conclusive on the parties. The decision in the arbitration shall be enforceable by written notice given to Landlord within ten (10) days after Tenant's receipt either party in any court of written notice of such broker's determination of FMRV, revoke its notice to renewlaw. All costs for the services The fees of the brokers selected by Landlord arbitrator or arbitrators and Tenant the umpire and all costs for the services of expenses incident to the third broker proceedings shall be paid by the party whose determination of FMRV was estimate is not selected by the third broker arbitrator or arbitrators and umpire (if one shall have been appointed). The fees of respective counsel engaged by the parties, and the fees of witnesses called by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. Notice of the appointment of an arbitrator or arbitrators shall be given in all instances to any mortgagee who prior thereto shall have given Lessee a written notice specifying its name and address. Such mortgagee shall have the right to be represented, but not to participate, in the arbitration proceeding. If Lessee becomes obligated to pay Base Rent with respect to any space or any period prior to when the Market Rental Rate for such space or period has been determined in accordance with the foregoing, Lessee shall commence paying Base Rent utilizing the Market Rental Rate specified by Lessor in its notice of the Market Rental Rate for such space or period. Following determination of the Market Rental Rate in accordance with the foregoing, Lessor and Lessee shall, by a cash payment within thirty (30) days after the date of such determination, adjust between themselves the difference, if any, between the Base Rent paid by Lessee pursuant to the foregoing sentence and the Base Rent actually owed by Lessee pursuant to the terms of this Lease for the period prior to such determination. (d) Lessee's right to exercise a Renewal Option is subject to the following conditions: (i) Lessee has not subleased more than 33,500 square feet of the Demised Premises to a party other than a Lessee Affiliate or assigned this Lease to a party other than a Lessee Affiliate; (ii) Lessee and/or any Lessee Affiliate continue to lease and occupy at least 33,500 square feet of space in the Building pursuant to the terms of this Lease; (iii) Lessee is not in default under this Lease beyond any applicable cure period at the time the applicable Renewal Option may be exercised or on the original Expiration Date (as extended by any previously exercised Renewal Option); and (iv) this Lease or Lessee's possession of the Demised Premises has not been terminated. (e) If Lessee fails to timely exercise either Renewal Option, Lessee shall be deemed to have waived all of its FMRVrights under such Renewal Option and, thereafter, such Renewal Option shall be null and void and of no further effect. (f) If Lessee exercises its rights under either Renewal Option and any portion of the Office Space either (y) has been assigned to a party other than a Lessee Affiliate, or (z) will be subleased as of the commencement date of any renewal period to any party other than a Lessee Affiliate, this Lease shall terminate with respect to (and Lessee shall vacate in accordance with the terms of this Lease) any such portion of the Office Space so assigned or sublet as of the commencement of the applicable renewal term. (g) If Lessee exercises either Renewal Option, Lessor and Lessee shall execute a written supplement to this Lease confirming the terms, provisions and conditions of this Lease applicable during the applicable renewal term, provided that the execution of a written supplement to this Lease shall not be a precondition to the effectiveness of Lessee's election to renew the Term in accordance with this Section 35.