Common use of Term; Renewal Terms Clause in Contracts

Term; Renewal Terms. (a) Subject to the provisions of this Lease, Tenant shall have and hold the Demised Premises for an initial term (the “Initial Term” and, as extended in connection with one or more Renewal Terms, the “Term”), commencing on the date hereof (the “Commencement Date”) and ending on the last day of the calendar month in which the twentieth (20th) anniversary of the Commencement Date occurs (as the same may be extended in connection with one or more Renewal Terms, the “Expiration Date”). (b) The Initial Term of this Lease may be extended at the option of Tenant (each, a “Renewal Option”) for an aggregate of five (5) consecutive renewal terms of five (5) years each (each, a “Renewal Term”) with respect to the entirety of the Demised Premises (but not less than the entirety of the Demised Premises (as the Demised Premises is then constituted), except to the extent set forth below with respect to Sub-Performing Properties) then subject to this Lease, in each case if and only if: (i) at least twenty-four (24) months prior to the then current Expiration Date, Tenant delivers to Landlord a Notice, which shall be irrevocable once delivered, that Tenant is exercising its Renewal Option to extend the Term for the ensuing Renewal Term (a “Renewal Notice”) and (ii) as of both the date on which Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and the applicable Renewal Term Commencement Date, (A) no Disabling Event then exists (it being agreed that, for the avoidance of doubt, if a Disabling Event exists that is specific to a particular Property (i.e., a Defaulted Property) and such Disabling Event is not a Major Event of Default, then the Renewal Term may not be exercised with respect to such Defaulted Property but may, unless the provisions of clause (B) below apply, be exercised with respect to all Properties that are not then Defaulted Properties) and (B) the aggregate Base Rent Allocation Amounts (for the then current Lease Year) of the Properties that then constitute Defaulted Properties shall not exceed ten percent (10%) of the total annual Base Rent in effect during such Lease Year. In connection with its exercise of each Renewal Option, Tenant shall have the right to exclude from such Renewal Option any Property (any such Property, a “Renewal Kick Out Property” and such right, a “Renewal Kick Out Option”) that is, as of the last day of the fiscal quarter immediately preceding the applicable Renewal Exercise Date (or, if such Renewal Exercise Date is the last day of a fiscal quarter, as of such Renewal Exercise Date) a Sub-Performing Property by specifying in the applicable Renewal Notice that Tenant is exercising a Renewal Kick Out Option with respect to such Sub-Performing Property and specifying in such Renewal Notice each such Sub-Performing Property with respect to which Tenant is exercising a Renewal Kick Out Option. If Tenant elects not to include a Renewal Kick Out Property in the applicable Renewal Option, then Tenant shall make such election and shall identify each applicable Renewal Kick Out Property in the applicable Renewal Notice, and in the event of such an election, on the then current Expiration Date (i.e., the day immediately preceding the applicable Renewal Term Commencement Date): (1) this Lease shall terminate solely with respect to each such Renewal Kick Out Property and such Renewal Kick Out Property shall be removed from this Lease and shall no longer be a part of the Demised Premises; (2) Tenant shall surrender each such Renewal Kick Out Property to Landlord in the Required Return Condition and otherwise in accordance with the terms and conditions of this Lease; and (3) the Base Rent and Property Charges with respect to any such Renewal Kick Out Property shall be adjusted, and Tenant’s obligations hereunder with respect to each such Renewal Kick Out Property shall terminate, in each case in accordance with (and subject to) Section 1.10. For the avoidance of doubt, (I) a Renewal Kick Out Property shall no longer be eligible to be leased by Tenant pursuant to the then-current Renewal Option or any subsequent Renewal Option and (II) without limiting anything in Section 1.7, Tenant shall have no obligation to substitute any Renewal Kick Out Property that is removed from the Lease pursuant to this Section 1.3(b). (c) Within twenty (20) Business Days following Landlord’s receipt of a Renewal Notice delivered in accordance with this Section 1.3, Landlord shall provide Tenant with Landlord’s calculation of the base rent that Landlord could reasonably be expected to obtain in connection with a re-letting of the Demised Premises upon and subject to the other terms of this Lease (the “Fair Market Rent”), which Fair Market Rent shall exclude (i) all base rent that is attributable to Properties that, as a result of a Property Termination or Tenant’s exercise of a Renewal Kick Out Option, will not constitute part of the Demised Premises as of the commencement of the applicable Renewal Term (“Pending Removal Properties”) and (ii) the fair market rental value (the “Alterations Fair Market Rent”) of any Structural Alterations (excluding any Required Removal Alterations) made by Tenant in accordance with the terms of this Lease following the Commencement Date with respect to the structure or envelope of the buildings comprising the Leased Improvements that exist as of the Commencement Date (“Existing Envelope Alterations”) that are subject to such Renewal Option and that are identified by Tenant in the applicable Renewal Notice (together with a reasonably-detailed description of any such Existing Envelope Alterations and, if reasonably requested by Landlord in order to determine the Alterations Fair Market Rent for the same, supporting documentation or information with respect to such Existing Envelope Alterations). If within sixty (60) days after Tenant’s receipt of such Fair Market Rent calculation (taking into account Landlord’s calculation of the Alterations Fair Market Rent, if applicable): (A) Tenant shall give Landlord Notice (a “Fair Market Rent Dispute Notice”) that it disputes Landlord’s calculation of any such Fair Market Rent (taking into account the Alterations Fair Market Rent, as applicable) (a “Fair Market Rent Dispute”), such Fair Market Rent shall thereafter be determined in accordance with Article XXIII; (B) Tenant shall give Landlord Notice that Tenant affirmatively agrees with Landlord’s calculation (a “Fair Market Rent Acceptance Notice”), then such calculation shall conclusively be the Fair Market Rent during the applicable Renewal Term; or (C) Tenant fails to deliver to Landlord a Fair Market Rent Dispute Notice or a Fair Market Rent Acceptance Notice, then (1) Landlord may provide Notice to Tenant of such failure in accordance with the Deemed Approval Procedure and (2) if Tenant fails to respond within the time periods set forth in the Deemed Approval Procedure, such failure shall be deemed to be a Fair Market Rent Acceptance Notice and the Fair Market Rent shall be Landlord’s calculation thereof. Notwithstanding anything to the contrary in the foregoing or in such Article XXIII, under no circumstances shall the amount of any such Fair Market Rent during any Renewal Term be (I) for the initial Renewal Term, more than ten percent (10%) higher than the aggregate Base Rent payable during the final Lease Year of the Initial Term (excluding the Base Rent Allocation Amounts of any Pending Removal Properties and excluding any Excess Amounts that Tenant will have paid in full as of the applicable Renewal Term Commencement Date) and (II) for any subsequent Renewal Term, more than ten percent (10%) higher than the aggregate Base Rent payable during the final Lease Year of the preceding Renewal Term (excluding the Base Rent Allocation Amounts of any Pending Removal Properties and any Excess Amounts that Tenant will have paid in full as of the applicable Renewal Term Commencement Date).

Term; Renewal Terms. (a) Subject to the provisions of this Lease, Tenant shall have and hold the Demised Premises for an initial term (the “Initial Term” and, as extended in connection with one or more Renewal Terms, the “Term”), commencing on the date hereof (the “Commencement Date”) and ending on the last day of the calendar month in which the twentieth (20th) anniversary of the Commencement Date occurs (as the same may be extended in connection with one or more Renewal Terms, the “Expiration Date”). (b) The Initial Term of this Lease may be extended at the option of Tenant (each, a “Renewal Option”) for an aggregate of five (5) consecutive renewal terms of five (5) years each (each, a “Renewal Term”) with respect to the entirety of the Demised Premises (but not less than the entirety of the Demised Premises (as the Demised Premises is then constituted), except to the extent set forth below with respect to Sub-Performing Properties) then subject to this Lease), in each case if and only if: (i) at least twenty-four (24) months prior to the then current Expiration Date, Tenant delivers to Landlord a Notice, which shall be irrevocable once delivered, that Tenant is exercising its Renewal Option to extend the Term for the ensuing Renewal Term (a “Renewal Notice”) and (ii) as of both the date on which Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and the applicable Renewal Term Commencement Date, (A) no Disabling Event then exists (it being agreed that, for the avoidance of doubt, if a Disabling Event exists that is specific to a particular Property (i.e., a Defaulted Property) and such Disabling Event is not a Major Event of Default, Default then the Renewal Term may not be exercised with respect to such Defaulted Property but may, unless the provisions of clause (B) below apply, be exercised with respect to all Properties that are not then Defaulted Properties) and (B) the aggregate Base Rent Allocation Amounts (for the then current Lease Year) of the Properties that then constitute Defaulted Properties shall not exceed ten percent (10%) of the total annual Base Rent in effect during such Lease Year. In connection with its exercise of each Renewal Option, Tenant shall have the right to exclude from such Renewal Option any Property (any such Property, a “Renewal Kick Out Property” and such right, a “Renewal Kick Out Option”) that is, as of the last day of the fiscal quarter immediately preceding the applicable Renewal Exercise Date (or, if such Renewal Exercise Date is the last day of a fiscal quarter, as of such Renewal Exercise Date) a Sub-Performing Property by specifying in the applicable Renewal Notice that Tenant is exercising a Renewal Kick Out Option with respect to such Sub-Performing Property and specifying in such Renewal Notice each such Sub-Performing Property with respect to which Tenant is exercising a Renewal Kick Out Option. If Tenant elects not to include a Renewal Kick Out Property in the applicable Renewal Option, then Tenant shall make such election and shall identify each applicable Renewal Kick Out Property in the applicable Renewal Notice, and in the event of such an election, on the then current Expiration Date (i.e., the day immediately preceding the applicable Renewal Term Commencement Date): (1) this Lease shall terminate solely with respect to each such Renewal Kick Out Property and such Renewal Kick Out Property shall be removed from this Lease and shall no longer be a part of the Demised Premises; (2) Tenant shall surrender each such Renewal Kick Out Property to Landlord in the Required Return Condition and otherwise in accordance with the terms and conditions of this Lease; and (3) the Base Rent and Property Charges with respect to any such Renewal Kick Out Property shall be adjusted, and Tenant’s obligations hereunder with respect to each such Renewal Kick Out Property shall terminate, in each case in accordance with (and subject to) Section 1.10. For the avoidance of doubt, (I) a Renewal Kick Out Property shall no longer be eligible to be leased by Tenant pursuant to the then-current Renewal Option or any subsequent Renewal Option and (II) without limiting anything in Section 1.7, Tenant shall have no obligation to substitute any Renewal Kick Out Property that is removed from the Lease pursuant to this Section 1.3(b)exists. (c) Within twenty (20) Business Days following Landlord’s receipt of a Renewal Notice delivered in accordance with this Section 1.3, Landlord shall provide Tenant with Landlord’s calculation of the base rent that Landlord could reasonably be expected to obtain in connection with a re-letting of the Demised Premises upon and subject to the other terms of this Lease (the “Fair Market Rent”), which Fair Market Rent shall exclude (i) all base rent that is attributable to Properties that, as a result of a Property Termination or Tenant’s exercise of a Renewal Kick Out OptionTermination, will not constitute a part of the Demised Premises as of the commencement of the applicable Renewal Term (“Pending Removal Properties”) and (ii) the fair market rental value (the “Alterations Fair Market Rent”) of any Structural Alterations (excluding any Required Removal Alterations) made by Tenant in accordance with the terms of this Lease following the Commencement Date with respect to the structure or envelope of the buildings comprising the Leased Improvements that exist as of the Commencement Date (“Existing Envelope Alterations”) that are subject to such Renewal Option and that are identified by Tenant in the applicable Renewal Notice (together with a reasonably-detailed description of any such Existing Envelope Alterations and, if reasonably requested by Landlord in order to determine the Alterations Fair Market Rent for the same, supporting documentation or information with respect to such Existing Envelope Alterations). If within sixty (60) days after Tenant’s receipt of such Fair Market Rent calculation (taking into account Landlord’s calculation of the Alterations Fair Market Rent, if applicable): (A) Tenant shall give Landlord Notice (a “Fair Market Rent Dispute Notice”) that it disputes Landlord’s calculation of any such Fair Market Rent (taking into account the Alterations Fair Market Rent, as applicable) (a “Fair Market Rent Dispute”), such Fair Market Rent shall thereafter be determined in accordance with Article XXIII; (B) Tenant shall give Landlord Notice that Tenant affirmatively agrees with Landlord’s calculation (a “Fair Market Rent Acceptance Notice”), then such calculation shall conclusively be the Fair Market Rent during the applicable Renewal Term; or (C) Tenant fails to deliver to Landlord a Fair Market Rent Dispute Notice or a Fair Market Rent Acceptance Notice, then (1) Landlord may provide Notice to Tenant of such failure in accordance with the Deemed Approval Procedure and (2) if Tenant fails to respond within the time periods set forth in the Deemed Approval Procedure, such failure shall be deemed to be a Fair Market Rent Acceptance Notice and the Fair Market Rent shall be Landlord’s calculation thereof. Notwithstanding anything to the contrary in the foregoing or in such Article XXIII, under no circumstances shall the amount of any such Fair Market Rent during any Renewal Term be (I) for the initial Renewal Term, more than ten percent (10%) higher than the aggregate Base Rent payable during the final Lease Year of the Initial Term (excluding the Base Rent Allocation Amounts of any Pending Removal Properties and excluding any Excess Amounts that Tenant will have paid in full as of the applicable Renewal Term Commencement DateProperties) and (II) for any subsequent Renewal Term, more than ten percent (10%) higher than the aggregate Base Rent payable during the final Lease Year of the preceding Renewal Term (excluding the Base Rent Allocation Amounts of any Pending Removal Properties and any Excess Amounts that Tenant will have paid in full as of the applicable Renewal Term Commencement DateProperties).