Common use of Grant and Exercise of Option Clause in Contracts

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary of the Closing Date, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a whole.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Date, no Default has occurred and is then continuing (ii) the date creditworthiness of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of the closing Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (the "Extension Term(s)"). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or other concessions applicable to the Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise each option by delivering to Landlord, no later than twelve (12) months prior to the expiration of the first underwritten public offering preceding term, written notice of Tenant's desire to extend the Lease Term. Tenant's failure to timely exercise such option shall be deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the equity interests amount of the Xxxxxx Group Rent Adjustment no later than one hundred eighty (or its successor180) (an “IPO”) pursuant to a registration statement filed pursuant days prior to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days commencement of the delivery of such Xxxxxx Notice)Extension Term. Notwithstanding the foregoing sentence, (i) Dow Tenant shall be entitled deemed to purchase have accepted the Interests in the event that Rent Adjustment if it has exercised the Option fails to deliver to Landlord a written objection thereto within thirty (30) days after receipt thereof. If Tenant exercises its option to extend in accordance with the terms hereof prior hereof, Landlord and Tenant shall execute an amendment to the Termination Date Lease reflecting the terms and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Date, no default has occurred and is then continuing (ii) the date creditworthiness of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the closing entire Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (the first underwritten public offering of “Extension Term(s)”). Each Extension Term shall be upon the equity interests of same terms and conditions contained in the Xxxxxx Group Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateRent Adjustment”); provided, that Dow will not have the right to . Tenant shall exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, each option by (i) Dow shall be entitled delivering to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof Landlord, no later than six (6) months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than ninety (90) days prior to the restrictive covenants contained in commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease (or, at Landlord’s option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary Lease is in full force and effect, (ii) no Default has occurred and is then continuing and no facts or circumstances exist which, with the giving of notice or the Closing Datepassage of time, or both, would constitute a Default, and (iiiii) Tenant’s tangible net worth is at least Ten Million and No/100 Dollars ($10,000,000.00), as revealed by its most current financial statements, Tenant shall have one (1) option to extend the date initial Lease Term (the “Original Term”) for one (1) additional period of five (5) years (the “Extension Term”). For the purpose hereof, “tangible net worth” shall mean the value of tangible assets (i.e., assets excluding those which are intangibles such as goodwill, patents and trademarks) over liabilities. The leasing of the closing of Leased Premises for the first underwritten public offering of Extension Term shall be upon the equity interests of same terms and conditions contained in the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to Lease for the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, Original Term except (i) Dow Tenant shall not have any further option to extend; (ii) any improvement allowances, termination rights or other concessions applicable to the Leased Premises during the Original Term shall not apply to the Extended Term, and (iii) the Minimum Annual Rent shall be entitled adjusted as set forth herein (“Rent Adjustment”). Tenant shall exercise such option by delivering to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof Landlord, no later than one hundred eighty (180) days prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the Original Term, written notice of Tenant’s desire to sell extend the Interests Original Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the Minimum Annual Rent for the Extension Term no later than ninety (90) days prior to the restrictive covenants contained commencement of the Extension Term. Tenant shall have twenty (20) business days following its receipt of Landlord’s notice to notify Landlord in its debt EXECUTION COPY financing agreements as in effect from time to time; provided writing that such covenants do not adversely materially discriminate against such Interests compared Tenant objects to the assets Rent Adjustment and therefore that Tenant elects to determine the Fair Market Value Rent (as defined and calculated below). Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within said twenty (20) business day period. If Tenant timely exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease (or, at Landlord’s option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term, within thirty (30) days following the determination of the Minimum Annual Rent for the Extension Term.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Dateno Default has occurred and is then continuing, and (ii) the date creditworthiness of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group Tenant is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein or its successorPermitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (each an “IPOExtension Term”). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) pursuant this provision giving two (2) extension options shall be amended to a registration statement filed pursuant reflect the remaining options to extend, if any, (y) any improvement allowances or other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateRent Adjustment”); provided. Tenant shall exercise each option by delivering to Landlord, that Dow will not have the right to exercise the Option after the forty-fifth no later than two hundred seventy (45th270) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than two hundred forty (240) days prior to the restrictive covenants contained in commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease (or, at Landlord’s option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that no uncured material default by Tenant has occurred and is then continuing, Tenant shall have the option to Dow an irrevocable option extend the Lease Term for two (2) additional periods of five (5) years each (the “OptionExtension Term(s)”). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) this provision giving two (2) extension options shall be amended to purchasereflect the remaining options to extend, if any, and (y) any improvement allowances or other concessions applicable to the Premises under the Lease shall not apply to the Extension Term, and (z) the Base Annual Rent shall be adjusted as set forth below (the “Rent Adjustment”). Tenant shall exercise each option by delivering to Landlord, no later than six (6) months prior to the expiration of the preceding term, written notice of Tenant’s desire to extend the Lease Term. Tenant’s failure to timely exercise such option shall be deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than ninety (90) days prior to the commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within fifteen (15) days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease (or, at Landlord’s option, a new lease on the form then in use for the Building) reflecting the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Extension Term within thirty (i30) the fifth anniversary days after Tenant’s acceptance (or deemed acceptance) of the Closing Date, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholeRent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that (i) no Event of Default has occurred and is then continuing, (ii) the creditworthiness of Tenant has not materially declined relative to Dow an irrevocable its creditworthiness as of the date hereof, and (iii) Tenant originally named herein or a Related Entity remains in possession of and has been continuously operating in the entire Premises throughout the Term of the Lease, Tenant shall have one (1) option to extend the Term of the Lease for one (1) additional period of five (5) years (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase PriceExtension Term”). The Option may Extension Term shall be exercised by Dow upon written notice the same terms and conditions contained in the Lease except (the “Option Exercise Notice”x) Tenant shall not have any further option to extend, (y) any improvement allowances or other concessions applicable to the Xxxxxx Parties at any time after Premises under the first anniversary of Lease shall not apply to the Closing Date Extension Term, and (z) the Base Rent shall be adjusted as set forth herein (“Rent Adjustment”). Tenant shall exercise such option by delivering to Landlord, no later than two hundred seventy (270) days prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary expiration of the Closing Date, and (ii) the date current Term of the closing Lease, notice of Tenant’s desire to extend the Term of the first underwritten public offering Lease. Tenant’s failure to properly exercise such option shall be deemed a waiver of such option. If Tenant properly exercises its option to extend. Landlord and Tenant shall execute an amendment to the Lease prepared by Landlord (or, at Landlord’s option, a new lease on the form then in use for the Building prepared by Landlord) reflecting the terms and conditions of the equity interests Extension Term within thirty (30) days after Tenant’s exercise of the Xxxxxx Group (or its successor) (an “IPO”) pursuant option to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholeextend.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Date, no default has occurred and is then continuing (ii) the date creditworthiness of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein remains in possession of and has been continuously operating in the closing entire Leased Premises throughout the Lease Term, Tenant shall have one (1) option to extend the Lease Term for one (1) additional period of five (5) years (the first underwritten public offering of "Extension Term"). The Extension Term shall be upon the equity interests of same terms and conditions contained in the Xxxxxx Group Lease except (x) Tenant shall not have any further option to extend, (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth herein (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice"Rent Adjustment"). Notwithstanding the foregoing sentenceTenant shall exercise such option by delivering to Landlord, no later than one hundred eighty (i180) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof days prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the current Lease Term, written notice of Tenant's desire to sell extend the Interests Lease Term. Tenant's failure to properly exercise such option shall be subject deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the Rent Adjustment no later than ninety (90) days prior to the restrictive covenants contained in commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease (or, at Landlord's option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Landlord grants to Dow an irrevocable option (the “Option”) to purchaseTenant, on the terms subject xx xxx xerms and subject to the conditions set forth hereinin this Section 18.A, the Interests at a cash purchase price equal to the Fair Market Enterprise Value two (2) options (the “Purchase Price”"Options") to extend the Lease Term for an additional term (the "Option Term"). The Each Option may Term shall be exercised for a period of sixty (60) months and shall be exercised, if at all, by Dow upon written notice to Landlord no earlier than fifteen (the “Option Exercise Notice”15) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and months prior to the Termination Datedate the Lease Term would expire but for such exercise but no later than nine (9) months prior to the date the Lease Term would expire but for such exercise, time being of the essence for the giving of such notice. The If Tenant exercises the Option, all of the terms, covenants and conditions of this Lease except for the grant of additional Options pursuant to this Section, provided that Base Monthly Rent for the Premises payable by Tenant during the Option Term shall terminate and be of no further force and effect upon the earlier to occur greater of (i) the fifth anniversary Base Monthly Rent applicable to the period immediately prior to the commencement of the Closing DateOption Term, and (ii) ninety five percent (95%) of the Fair Market Rental as hereinafter defined. Notwithstanding anything herein to the contrary, if Tenant is in monetary or material non-monetary default under any of the terms, covenants or conditions of this Lease (beyond applicable notice and cure periods) either at the time Tenant exercises the Option or at any time thereafter prior to the commencement date of the closing Option Term, then Landlord shall have, in addition to all of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933Landlord's other rights and remedies provided in this Lease, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise terminate the Option after upon notice to Tenant, in which event the forty-fifth Lease Term shall not be extended pursuant to this Section 18.A. As used herein, the term "Fair Market Rental" is defined as the rental and all other monetary payments, including any escalations and adjustments thereto (45thincluding without limitation Consumer Price Indexing) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise Landlord could obtain during the Option if Term from a third party desiring to lease the Xxxxxx Parties do not consummate an IPO within 180 days Premises, based upon the current use and other potential uses of the delivery Premises, as determined by the rents then being obtained for new leases of such Xxxxxx Notice)space comparable in age and quality to the Premises in the same real estate submarket as the Building. Notwithstanding The appraisers shall be instructed that the foregoing sentence, five percent (5%) discount is intended to offset comparable rents that include the following costs which Landlord will not incur in the event Tenant exercises its option (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and brokerage commissions, (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholetenant improvement allowances, (iii) building improvement costs, and (iv) vacancy costs.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) Tenant is not in Xxxxxxx hereunder, and (ii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the fifth anniversary entire Leased Premises throughout the Lease Term ("Original Term"), Tenant shall have the option to extend the Original Term for two (2) additional periods of five (5) years each (the Closing Date"Extension Term(s)"). Each Extension Term shall be upon the same terms and conditions contained in the Lease for the Original Term except (i) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group Minimum Annual Rent shall be adjusted as set forth herein (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice"Market Rent Adjustment"). Notwithstanding the foregoing sentenceTenant shall exercise each option by delivering to Landlord, no later than twelve (i12) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof months prior to the Termination Date expiration of the preceding term, written notice of Tenant's desire to extend the term of the Lease. Tenant's failure to properly exercise such option shall waive it and any succeeding option. If Tenant properly exercises its option to extends Landlord shall notify Tenant of the Rent Adjustment no later than ninety (ii90) Xxxxxx Parties’ obligation days prior to sell the Interests commencement of the Extension Term. Tenant shall be subject deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within ten (10) days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord's option, a new lease on the form then in its debt EXECUTION COPY financing agreements use for the Building so long as in effect from time to time; provided that the business and legal terms and provisions of this Lease are fully incorporated into such covenants do not adversely materially discriminate against such Interests compared to new lease) reflecting the assets terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Date, no Default has occurred and is then continuing (ii) the date creditworthiness of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the closing entire Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (the first underwritten public offering of “Extension Term(s)”). Each Extension Term shall be upon the equity interests of same terms and conditions contained in the Xxxxxx Group Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or its successorother concessions applicable to the Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth below in Section 16.15(b) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination DateRent Adjustment”); provided, that Dow will not have the right to . Tenant shall exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, each option by (i) Dow delivering to Landlord on or before August 31, 2020 with respect to the first extension term and on or before August 31, 2025 with respect to the second extension term, written notice of Tenant’s desire to extend the Lease Term. Tenant’s failure to timely exercise such option shall be entitled to purchase deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the Interests in amount of the event that it has exercised the Option in accordance with the terms hereof Rent Adjustment no later than one hundred eighty (180) days prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell commencement of the Interests Extension Term. Tenant shall be subject deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within thirty (30) days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord’s option, a new lease on the form then in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to use for the assets Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that: (i) Tenant has not exxxxxxxx its option to Dow an irrevocable change the Expiration Date as set forth in Section 4 above and (ii) Tenant concurrently exercises its option (to extend the “Option”) to purchaselease at 2451-2465 Mission College Boulevard; and, on the terms and subject to the conditions set forth hereinterms anx xxxxxxxxxx xxx xxxxx xx xxxx Xxxxion 18.A, the Interests at a cash purchase price equal Landlord grants to the Fair Market Enterprise Value Tenant two (2) options (the “Purchase Price”"Options") to extend the Lease Term for an additional term (the "Option Term"). The Each Option may Term shall be exercised for a period of sixty (60) months and shall be exercised, if at all, by Dow upon written notice to Landlord no earlier than fifteen (the “Option Exercise Notice”15) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and months prior to the Termination Datedate the Lease Term would expire but for such exercise but no later than nine (9) months prior to the date the Lease Term would expire but for such exercise, time being of the essence for the giving of such notice. The If Tenant exercises the Option, all of the terms, covenants and conditions of this Lease except for the grant of additional Options pursuant to this Section, provided that Base Monthly Rent for the Premises payable by Tenant during the Option Term shall terminate and be of no further force and effect upon the earlier to occur greater of (i) the fifth anniversary Base Monthly Rent applicable to the period immediately prior to the commencement of the Closing DateOption Term, and (ii) ninety five percent (95%) of the Fair Market Rental as hereinafter defined. Notwithstanding anything herein to the contrary, if Tenant is in monetary or material non-monetary default under any of the terms, covenants or conditions of this Lease (beyond applicable notice and cure periods) either at the time Tenant exercises the Option or at any time thereafter prior to the commencement date of the closing Option Term, then Landlord shall have, in addition to all of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933Landlord's other rights and remedies provided in this Lease, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise terminate the Option after upon notice to Tenant, in which event the forty-fifth Lease Term shall not be extended pursuant to this Section 18.A. As used herein, the term "Fair Market Rental" is defined as the rental and all other monetary payments, including any escalations and adjustments thereto (45thincluding without limitation Consumer Price Indexing) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise Landlord could obtain during the Option if Term from a third party desiring to lease the Xxxxxx Parties do not consummate an IPO within 180 days Premises, based upon the current use and other potential uses of the delivery Premises, as determined by the rents then being obtained for new leases of such Xxxxxx Notice)space comparable in age and quality to the Premises in the same real estate submarket as the Building. Notwithstanding The appraisers shall be instructed that the foregoing sentence, five percent (5%) discount is intended to offset comparable rents that include the following costs which Landlord will not incur in the event Tenant exercises its option (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and brokerage commissions, (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholetenant improvement allowances, (iii) building improvement costs, and (iv) vacancy costs.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Landlord grants to Dow an irrevocable option (the “Option”) to purchaseTenant, on the terms subject tx xxx xxrms and subject to the conditions set forth hereinin this Section 18.A, the Interests at a cash purchase price equal to the Fair Market Enterprise Value two (2) options (the “Purchase Price”"Options") to extend the Lease Term for an additional term (the "Option Term"). The Each Option may Term shall be exercised for a period of sixty (60) months and shall be exercised, if at all, by Dow upon written notice to Landlord no earlier than fifteen (the “Option Exercise Notice”15) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and months prior to the Termination Datedate the Lease Term would expire but for such exercise but no later than nine (9) months prior to the date the Lease Term would expire but for such exercise, time being of the essence for the giving of such notice. The If Tenant exercises the Option, all of the terms, covenants and conditions of this Lease except for the grant of additional Options pursuant to this Section, provided that Base Monthly Rent for the Premises payable by Tenant during the Option Term shall terminate and be of no further force and effect upon the earlier to occur greater of (i) the fifth anniversary Base Monthly Rent applicable to the period immediately prior to the commencement of the Closing DateOption Term, and (ii) ninety five percent (95%) of the Fair Market Rental as hereinafter defined. Notwithstanding anything herein to the contrary, if Tenant is in monetary or material non-monetary default under any of the terms, covenants or conditions of this Lease (beyond applicable notice and cure periods) either at the time Tenant exercises the Option or at any time thereafter prior to the commencement date of the closing Option Term, then Landlord shall have, in addition to all of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933Landlord's other rights and remedies provided in this Lease, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise terminate the Option after upon notice to Tenant, in which event the forty-fifth Lease Term shall not be extended pursuant to this Section 18.A. As used herein, the term "Fair Market Rental" is defined as the rental and all other monetary payments, including any escalations and adjustments thereto (45thincluding without limitation Consumer Price Indexing) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise Landlord could obtain during the Option if Term from a third party desiring to lease the Xxxxxx Parties do not consummate an IPO within 180 days Premises, based upon the current use and other potential uses of the delivery Premises, as determined by the rents then being obtained for new leases of such Xxxxxx Notice)space comparable in age and quality to the Premises in the same real estate submarket as the Building. Notwithstanding The appraisers shall be instructed that the foregoing sentence, five percent (5%) discount is intended to offset comparable rents that include the following costs which Landlord will not incur in the event Tenant exercises its option (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and brokerage commissions, (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholetenant improvement allowances, (iii) building improvement costs, and (iv) vacancy costs.

Grant and Exercise of Option. The Xxxxxx Parties Tenant is hereby grant granted the option to Dow an irrevocable option purchase (the “Purchase Option”) all of Landlord’s right, title and interest in and to purchasethe Property on the terms and conditions set forth in this Article 43. The Purchase Option may be exercised by Tenant only by delivery of written notice (the “Purchase Notice”) to Landlord which Purchase Notice must be received by Landlord prior to the date that is two (2) years after the date of this Lease; provided, that such two (2) year period shall be extended by one day for each Final Delay Day that may occur (as provided in Section 2.08 above). The Purchase Option shall be exercisable by Tenant on the express conditions that (i) at the time of delivery of the Purchase Notice, Tenant shall not be in Default under Section 19.01(D) hereof, or in monetary Default under this Lease in excess of Fifteen Thousand Dollars ($15,000) unless (in the case of such a monetary Default) such Default is then in the process of litigation or arbitration pursuant to the other provisions of this Lease, and (ii) Tenant has not Transferred all or any part of the Premises or Tenant’s interest in this Lease (excluding, for clarity, any Permitted Transfer). In the event of the failure of any such conditions, the Purchase Option shall not be exercisable by Tenant unless and until such conditions are satisfied within the period of the Purchase Option. Upon exercise of the Purchase Option by Tenant as set forth above, Landlord agrees to sell to Tenant and Tenant agrees to purchase from Landlord the Property on the terms and subject to the conditions set forth hereinin this Article 43. If Tenant fails to timely deliver the Purchase Notice, the Interests at a cash purchase price equal or if this Lease is terminated pursuant to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and its other terms or provisions prior to the Termination Date. The receipt of the Purchase Notice, the Purchase Option shall terminate be null and be void and of no further force and effect upon the earlier to occur of effect. If Tenant exercises its Purchase Option as provided herein, then Landlord and Tenant shall, within forty-five (i45) the fifth anniversary of the Closing Datedays after such exercise, enter into a mutually acceptable purchase and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant sale agreement pertaining to the Securities Act Property (the “Purchase and Sale Agreement”), reflecting the terms of 1933this Article 43, as amended (such date being referred well as other customary matters contained in purchase and sale agreements for properties similar to herein as the “Termination Date”); provided, that Dow will not have Property in the right to exercise the Option after the forty-fifth (45th) day following the date on region in which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) Property is located. The parties agree to Dow that it has filed such a registration statement for an IPO with act reasonably and cooperatively in negotiating, executing and delivering the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date Purchase and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholeSale Agreement.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) Tenant has not been in Default hereunder more than one (1) time during the fifth anniversary of year preceding the Closing Dateapplicable Extension Term, and (ii) the date current use of the closing Leased Premises is consistent with the Permitted Use hereunder, Tenant shall have two (2) options to extend the Term for two (2) additional periods of the first underwritten public offering of the equity interests of the Xxxxxx Group five (or its successor5) years (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination DateExtension Terms”); provided, that Dow will not have . The Extension Terms shall be upon the right to exercise same terms and conditions contained in the Option after Lease for the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, Term except (i) Dow this provision giving two (2) extension options shall be entitled amended to purchase reflect the Interests in the event that it has exercised the Option in accordance with the terms hereof prior remaining options to the Termination Date extend, if any, and (ii) Xxxxxx Parties’ obligation to sell the Interests Minimum Annual Rent shall be subject adjusted as set forth herein (“Rent Adjustment”). Tenant shall exercise such option by delivering to Landlord, no later than nine (9) months prior to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets expiration of the Xxxxxx Parties taken as Term, written notice of Tenant’s desire to extend the Term. Tenant’s failure to properly exercise such option shall waive it. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the Rent Adjustment no later than sixty (60) days following Tenant’s exercise of the option. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a wholewritten objection thereto within ten (10) business days after receipt thereof.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing DateTenant is not in Default hereunder, and (ii) the date Tenant originally named herein or its Permitted Transferee remains in possession of the closing Additional Space and the Original Premises throughout the term of the first underwritten public offering Additional Space, Tenant shall have one (1) option to extend the term of the equity interests Additional Space through May 31, 2012 (the “Additional Space Extension Term”). The Additional Space Extension Term shall be upon the same terms and conditions contained in the Lease except (x) Tenant shall not have any further option to extend the term of the Xxxxxx Group Additional Space only, (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Additional Space under the Lease shall not apply to the Additional Space Extension Term, and (z) the Minimum Annual Rent for the Additional Space shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateAdditional Space Rent Adjustment”); provided. Tenant shall exercise such option by delivering to Landlord, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide no later than March 1, 2010, written notice (“Xxxxxx Notice”) of Tenant’s desire to Dow that it has filed such a registration statement for an IPO with extend the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days term of the delivery Additional Space. Tenant’s failure to properly exercise such option shall be deemed a waiver of such Xxxxxx Notice)option. Notwithstanding If Tenant properly exercises its option to extend the foregoing sentenceterm of the Additional Space, (i) Dow Landlord and Tenant shall be entitled execute an amendment to purchase the Interests in the event that it has exercised the Option in accordance with Lease reflecting the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets conditions of the Xxxxxx Parties taken as a wholeAdditional Space Extension Term.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Date, no default has occurred and is then continuing (ii) the date creditworthiness of Tenant is then reasonably acceptable to Landlord (Tenant’s creditworthiness at the closing Execution Date qualifies as acceptable to Landlord) and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the first underwritten public offering entire Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for three (3) additional periods of five (5) years each (the equity interests of “Extension Term(s)”). Each Extension Term shall be upon the Xxxxxx Group same terms and conditions contained in the Lease except (x) this provision giving three (3) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateRent Adjustment”); provided, that Dow will not have the right to . Tenant shall exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, each option by (i) Dow shall be entitled delivering to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof Landlord, no later than twelve (12) months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Tenant may request that Landlord notify Tenant of the amount of Rent Adjustment at any time which is not more than eighteen (18) months prior to the restrictive covenants contained expiration bf the then existing term. Landlord shall notify Tenant of the amount of Rent Adjustment within thirty (30) days after receipt of such request and Landlord and Tenant shall negotiate such Rent Adjustment in good faith. If Landlord fails to provide the amount of the Rent Adjustment within such thirty (30) day period, the date by which Tenant must exercise the option shall be postponed a like number of days. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within fifteen (15) business days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptable to Dow an irrevocable Landlord, and (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, Tenant shall have one (1) option to extend the Lease Term for one (1) additional period of three (3) years (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase PriceExtension Term”). The Option may Extension Term shall be exercised by Dow upon written notice the same terms and conditions contained in the Lease except (the “Option Exercise Notice”x) Tenant shall not have any further option to extend, (y) any improvement allowances or other concessions applicable to the Xxxxxx Parties at any time after Leased Premises under the first anniversary of Lease shall not apply to the Closing Date Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth herein (“Rent Adjustment”). Tenant shall exercise such option by delivering to Landlord, no later than one hundred eighty (180) days prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary expiration of the Closing Datecurrent Lease Term, and (ii) written notice of Tenant’s desire to extend the date Lease Term. Tenant’s failure to properly exercise such option shall be deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group Rent Adjustment no later than one hundred fifty (or its successor150) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell commencement of the Interests Extension Term. Tenant shall be subject deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within thirty (30) days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord’s option, a new lease on the form then in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to use for the assets Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptable to Dow an irrevocable Landlord and (iii) Tenant originally named herein or its Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, Tenant shall have one (1) option to extend the Lease Term for one (1) additional period of eight (8) months (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase PriceExtension Term”). The Option may Extension Term shall be exercised by Dow upon written notice the same terms and conditions contained in the Lease except (the “Option Exercise Notice”x) Tenant shall not have any further option to extend, (y) any improvement allowances or other concessions applicable to the Xxxxxx Parties at any time after Leased Premises under the first anniversary of Lease shall not apply to the Closing Date Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth herein (“Rent Adjustment”). Tenant shall exercise such option by delivering to Landlord, no later than six (6) months prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary expiration of the Closing Datecurrent Lease Term, and (ii) written notice of Tenant’s desire to extend the date Lease Term. Tenant’s failure to properly exercise such option shall be deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group Rent Adjustment no later than ninety (or its successor90) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell commencement of the Interests Extension Term. Tenant shall be subject deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord’s option, a new lease on the form then in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to use for the assets Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that (i) no default has occurred and is then continuing beyond applicable notice and cure periods, (ii) intentionally omitted, and (iii) Tenant is not then subleasing more than 1/3 of the rentable square footage of the Leased Premises or more than one (1) full floor of the Leased Premises (to Dow an irrevocable be determined on a cumulative basis for all subleases then in effect), Tenant shall have one (1) option (the “"Extension Option”") to purchaseextend the Lease Term for one (1) additional period of seven (7) years (the "Extension Term"). The Extension Term shall be upon the same terms and conditions contained in the Lease except (x) Tenant shall not have any further option to extend, (y) any improvement allowances, Landlord construction work to the Leased Premises, or other concessions applicable to the Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth herein ("Rent Adjustment"). Tenant shall exercise such option by delivering to Landlord, no earlier than twelve (12) months and no later than nine (9) months prior to the expiration of the current Lease Term, written notice of Tenant's desire to extend the Lease Term. Tenant's failure to properly exercise the Extension Option shall be deemed a waiver of the Extension Option. Any reference in this Lease to the "Lease Term" shall mean the initial Lease Term as it may be extended pursuant to this Section. Tenant has no other option to extend the Lease Term except as set forth in this Section. Upon determination of the Rent Adjustment, Landlord and Tenant shall execute an amendment to the Lease (or, at Landlord's option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Extension Term. Tenant agrees to execute such amendment to the Lease (or new lease) prepared by Landlord on the terms and subject to the conditions set forth herein, herein within thirty (30) days after Landlord's request (time being of the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”essence). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary of the Closing Date, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”b); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a whole.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) Tenant is not in default beyond any applicable cure periods at the fifth anniversary time of Tenant’s exercise of the Closing Dateoption, and (ii) the date creditworthiness of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group Tenant is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein (or its successorPermitted Transferee) and/or the Subtenant remains in possession of and has been continuously operating in not less than one hundred percent (an 100%) of the Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for three (3) additional periods (the “IPOExtension Term(s)”) pursuant of five (5) years each. Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) this provision giving three (3) extension options shall be amended to a registration statement filed pursuant reflect the remaining options to extend, if any, and (y) any improvement allowances or other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateRent Adjustment”); provided, that Dow will not have the right to . Tenant shall exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, each option by (i) Dow shall be entitled delivering to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof Landlord, no later than one hundred eighty (180) days prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. After proper and timely exercise of an option to extend all references in this Lease to “Term” or “Lease Term” shall be considered to mean the Term as extended, and all references in this Lease to termination or to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets end of the Xxxxxx Parties taken as a wholeTerm shall be considered to mean the termination or end of the Extension Term.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Date, no default has occurred and is then continuing (ii) the date creditworthiness of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein remains in possession of and has been continuously operating in the closing entire Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of three (3) years each (the first underwritten public offering of “Extension Term(s)”). Each Extension Term shall be upon the equity interests of same terms and conditions contained in the Xxxxxx Group Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateRent Adjustment”); provided, that Dow will not have the right to . Tenant shall exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, each option by (i) Dow shall be entitled delivering to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof Landlord, no later than eight (8) months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than ninety (90) days prior to the restrictive covenants contained in commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease (or, at Landlord’s option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Date, no default has occurred and is then continuing (beyond any applicable notice and cure period) (ii) the date creditworthiness of Tenant is the same or better than as of the closing date hereof or otherwise then reasonably acceptable to Landlord and (iii) Tenant originally named herein remains in possession of and has been continuously operating in the first underwritten public offering entire Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for one (1) or two (2) additional periods of three (3) years each (the equity interests of “Extension Term(s)”). Each Extension Term shall be upon the Xxxxxx Group same terms and conditions contained in the Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, as amended and (such date being referred to herein as z) the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow Minimum Annual Rent shall be entitled adjusted as set forth below. Tenant shall exercise each option by delivering to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof Landlord, no later than nine (9) months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of its estimate of the Fair Market Rental Value of the Leased Premises (the “Rent Adjustment”). Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to Lease reflecting the assets terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Landlord grants to Dow an irrevocable option Tenant, subject to the terms and conditions set forth in this Article two (2) options (each, the “Option”) to purchaseextend the Term for an additional term of sixty (60) months (“Option Term”) each, on the terms and subject to the conditions set forth hereinwhich Option shall be exercised, the Interests if at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised all, by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and Landlord no earlier than twelve (12) months prior to the Termination Datedate the Term would expire but for such exercise but no later than nine (9) months prior to the date the Term would expire but for such exercise, time being of the essence for the giving of such notice. The If Tenant exercises the Option, all of the terms, covenants and conditions of this Lease shall apply except for the grant of any additional Option pursuant to this Article 5 and except for tenant improvements, improvement allowances or relocation allowances, free rent or other leasing concessions and inducements, and provided that Base Rent for the Premises payable by Tenant during the applicable Option Term shall terminate and be of no further force and effect upon the earlier to occur greater of (i) the fifth anniversary Base Rent applicable to the period immediately prior to the commencement of the Closing Dateapplicable Option Term (without regard to temporary reductions or abatements or reductions then in effect), or (ii) ninety-five percent (95%) of the Fair Market Rental as hereinafter defined. Notwithstanding anything herein to the contrary, if Tenant is in monetary or material non-monetary Default under any of the terms, covenants or conditions of this Lease either at the time Tenant exercises the applicable Option or at any time thereafter prior to the commencement date of applicable Option Term, then Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate the Option upon notice to Tenant, in which event the Lease Term shall not be extended pursuant to this Section 5.1. As used herein, the term “Fair Market Rental” is defined as the rental and all other monetary payments, including three percent (3%) annual escalations in years two (2) through five (5) of the applicable Option Term that Landlord could obtain during the applicable Option Term from a third party desiring to lease the Premises, based upon the Permitted Use, as determined by the rents then obtainable for direct, non-equity leases of comparable length for space comparable in size, age and quality to the Premises in the Santa Xxxxx submarket. In setting Fair Market Rental, the appraisers shall be instructed to take into account that there will be no: (i) brokerage commissions, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholerent abatements.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Dateno default has occurred and is then continuing, and (ii) the date tangible net worth of Tenant is then equal to or greater than One Hundred Million and No/100 Dollars ($100,000,000.00), and (iii) Tenant originally named herein has not assigned this Lease (other than to a Permitted Transferee) or sublet fifty percent (50%) or more of the closing Leased Premises to a person or entity other than a Permitted Transferee, Tenant shall have the option to extend the Lease Term for three (3) additional periods of the first underwritten public offering of the equity interests of the Xxxxxx Group five (or its successor5) years each (each an “IPOExtension Term”). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) pursuant this provision giving three (3) extension options shall be amended to a registration statement filed pursuant reflect the remaining options to extend, if any, (y) any improvement allowances or other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateRent Adjustment”); provided. Tenant shall exercise each option by delivering to Landlord, that Dow will not have the right to exercise the Option after the forty-fifth no later than twelve (45th12) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the initial Lease Term or preceding Extension Term, as the case may be, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. With respect to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared second and third Extension Terms, Landlord shall notify Tenant of the amount of the Rent Adjustment no later than nine (9) months prior to the assets commencement of the Xxxxxx Parties taken as Extension Term. Tenant shall be deemed to have rejected the Rent Adjustment and retracted its option to extend if it fails to deliver to Landlord a wholewritten acceptance or rejection thereto within fifteen (15) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term within thirty (30) days after the determination of the Rent Adjustment and for all purposes under the Lease, the defined term “Lease Term” shall include such Extension Term.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Dateno default has occurred and is then continuing, and (ii) the date tangible net worth of Tenant is then not less than $50,000,000, and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of the closing Leased Premises, Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (each an "Extension Term"). Each Extension Term shall be upon the first underwritten public offering of same terms and conditions contained in the equity interests of Lease except (x) this provision giving two (2) extension options shall be amended to reflect the Xxxxxx Group remaining options to extend, if any, (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice"Rent Adjustment"). Notwithstanding the foregoing sentenceTenant shall exercise each option by delivering to Landlord, no later than twelve (i12) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant's desire to sell extend the Interests Lease Term. Tenant's failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord's option, a new lease on the form then in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to use for the assets Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant's exercise of its option to extend.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Xxxx Option to Dow an irrevocable option Extend applies to the Additional Space Lease only. Provided that (i) Tenant has not been in default hereunder at any time during the Term of the Additional Space Lease (the “Option”"Original Additional Space Term"), (ii) Tenant originally named herein remains in possession of and has been continuously operating in the Additional Space throughout the Original Additional Space Term and (iii) Tenant's use of the Additional Space remains the same as designated in Section XI of the Lease, Tenant shall have one (1) option to purchase, on extend the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value Original Additional Space Term for one (1) additional period of three (3) years (the “Purchase Price”"Additional Space Extension Term"). The Option may Additional Space Extension Term shall be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of same terms and conditions contained in the Additional Space Lease for the Original Additional Space Term except (i) the fifth anniversary of the Closing Date, Tenant shall not have any further option to extend and (ii) the date Minimum Annual Base Rent shall be adjusted as set forth herein ("Rent Adjustment"). Tenant shall exercise such option by delivering to Landlord, no later than April 1, 2000, written notice of Tenant's desire to extend the Original Additional Space Term. Tenant's failure to properly exercise such option shall waive it. If Tenant properly exercises its option to extend, Landlord shall notify Tenant in writing, within twenty (20) days of receipt by Landlord of Tenant's said notice, of Landlord's proposed Effective Market Base Rent Rate (as hereinafter defined) and Landlord's proposed Minimum Annual Base Rent for the Additional Space Extension Term. The Minimum Monthly Base Rent shall be an amount equal to one-twelfth (1/12) of the closing Minimum Annual Base Rent for the Additional Space Extension Term and shall be paid at the same time and in the same manner as provided in the Additional Space Lease. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease (or, at Landlord's option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholeAdditional Space Extension Term.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Dateno Default has occurred and is then continuing, and (ii) the date creditworthiness of Tenant is not less than that of Tenant as of the closing Commencement Date of the first underwritten public offering of the equity interests of the Xxxxxx Group this Lease (unless Tenant’s creditworthiness is then otherwise reasonably acceptable to Landlord), and (iii) Tenant originally named herein (or its successorPermitted Transferee) remains in possession of the entire Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for three (3) additional periods of five (5) years each (each an “IPOExtension Term”). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) pursuant this provision giving three (3) extension options shall be amended to a registration statement filed pursuant reflect the remaining options to extend, if any, (y) any improvement allowances or other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateRent Adjustment”); provided. Tenant shall exercise each option by delivering to Landlord, that Dow will not have the right to exercise the Option after the forty-fifth no later than twelve (45th12) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord’s option, a new lease on the form then in its debt EXECUTION COPY financing agreements as in effect from time to time; use for the Building) reflecting the terms and conditions of the Extension Term within thirty (30) days after Landlord’s receipt of Tenant’s notice (provided that such covenants do not adversely materially discriminate against such Interests compared each party shall use commercially reasonable efforts to respond promptly in the assets reasonable negotiation of the Xxxxxx Parties taken as a wholespecific lease or amendment form).

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Date, no default has occurred and is then continuing and (ii) the date creditworthiness of Tenant is then reasonably acceptable to Landlord, Tenant shall have one (1) option to extend the closing Lease Term for one (1) additional period of five (5) years (the first underwritten public offering of “Extension Term”). The Extension Term shall be upon the equity interests of same terms and conditions contained in the Xxxxxx Group Lease except (x) Tenant shall not have any further option to extend, (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth herein (such date being referred to herein as the “Termination DateRent Adjustment”); provided. Tenant shall exercise such option by delivering to Landlord, that Dow will not have the right to exercise the Option after the forty-fifth no later than twelve (45th12) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the current Lease Term, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to properly exercise such option shall be subject deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the Rent Adjustment no later than thirty (30) days after Landlord’s receipt of Tenant’s notice. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within thirty (30)days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord’s option, a new lease on the form then in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to use for the assets Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Dateno Default by Tenant has occurred and is then continuing, and (ii) the date creditworthiness of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or its successorPermitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, Tenant shall have one (1) option to extend the Lease Term for one (an “IPO”1) pursuant additional period of five (5) years (the "Extension Term"). The Extension Term shall be upon the same terms and conditions contained in the Lease except (x) Tenant shall not have any further option to a registration statement filed pursuant extend, (y) any improvement allowances or other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth herein (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice"Rent Adjustment"). Notwithstanding the foregoing sentenceTenant shall exercise such option by delivering to Landlord, no later than nine (i9) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the current Lease Term, written notice of Tenant's desire to sell extend the Interests Lease Term. Tenant's failure to properly exercise such option shall be subject deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the Rent Adjustment no later than ninety (90) days prior to the restrictive covenants contained in commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within ten (10) business days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease (or, at Landlord's option, a new lease in the same form as this Lease) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Dateno default has occurred and is then continuing pursuant to Article 13, and (ii) the date creditworthiness of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein (or its successora Permitted Transferee under Section 11.02 hereof) remains in possession of and has been continuously operating in the entire Leased Premises throughout the term immediately preceding the Extension Term (an as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (the “IPOExtension Terms”). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) pursuant this provision giving two (2) extension options shall be amended to a registration statement filed pursuant reflect the remaining options to extend, if any, and (y) any improvement allowances or other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateRent Adjustment”); provided. Tenant shall exercise each option by delivering to Landlord, that Dow will not have the right to exercise the Option after the forty-fifth no later than nine (45th9) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than six (6) months prior to the restrictive covenants contained in commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within ten (10) business days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease (or, at Landlord’s option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptably to Dow an irrevocable Landlord, and (iii) Tenant originally named herein [or its Permitted Transferee] remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, Tenant shall have one (1) option to extend the Lease Term for one (1) additional period of three (3) years (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase PriceExtension Term”). The Option may Extension Term shall be exercised by Dow upon written notice the same terms and conditions contained in the Lease except (the “Option Exercise Notice”x) Tenant shall not have any further option to extend, (y) any improvement allowances or other concessions applicable to the Xxxxxx Parties at any time after Leased Premises under the first anniversary of Lease shall not apply to the Closing Date Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth herein (“Rent Adjustment”). Tenant shall exercise such option by delivering to Landlord, no later than six (6) months prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary expiration of the Closing Datecurrent Lease Term, and (ii) written notice of Tenant’s desire to extend the date Lease Term. Tenant’s failure to properly exercise such option shall be deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group Rent Adjustment no later than ninety (or its successor90) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell commencement of the Interests Extension Term. Tenant shall be subject deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord’s option, a new lease on the form then in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to use for the assets Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Dateno default has occurred and is then continuing, and (ii) the date Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in at least one (1) entire floor of the closing Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (the first underwritten public offering “Extension Term(s)”). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (w) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, (x) Landlord may require an additional security deposit or letter of credit for the equity interests applicable Extension Term based upon the creditworthiness of Tenant at the Xxxxxx Group time Tenant exercises such option, (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateRent Adjustment”); provided, that Dow will not have the right to . Tenant shall exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, each option by (i) Dow shall be entitled delivering to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof Landlord, no later than nine (9) months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than ninety (90) days prior to the restrictive covenants contained in commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease (or, at Landlord’s option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Dateno Default has occurred and is then continuing, and (ii) Tenant originally named herein or any Permitted Transferee remains in possession of and occupying no less than 33% of the entire Premises as of the date of Tenant’s notice of extension, Tenant shall have the closing option to extend the Term for two (2) additional periods of five (5) years each (the first underwritten public offering of “Extension Term(s)”). Each Extension Term shall be upon the equity interests of same terms and conditions contained in the Xxxxxx Group Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Premises under the Lease shall not apply to the Extension Term, and (z) the Base Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateRent Adjustment”); provided, that Dow will not have the right to . Tenant shall exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, each option by (i) Dow shall be entitled delivering to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof Landlord, no earlier than fifteen (15) month and no later than twelve (12) months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant’s desire to sell extend the Interests Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than forty-five (45) days after Tenant’s notice of extension. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within thirty (30) days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease reflecting the terms and conditions of the Extension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment. Landlord shall not be obligated to provide any rent abatement, allowances, improvements or other monetary concessions of any kind in its debt EXECUTION COPY financing agreements as in effect from time to time; connection with the Extension Term, provided that Landlord agrees to consider providing one or more such covenants do not adversely materially discriminate against such Interests compared concessions at Tenant’s request if Tenant’s then creditworthiness is acceptable to the assets of the Xxxxxx Parties taken as a wholeLandlord in Landlord’s sole discretion.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Dateno default has occurred and is then continuing, and (ii) the date tangible net worth of Tenant is then at least $10,000,000.00, Tenant shall have one (1) option to extend the closing Lease Term for one (1) additional period of five (5) years (the first underwritten public offering of “Extension Term”). The Extension Term shall be upon the equity interests of same terms and conditions contained in the Xxxxxx Group Lease except (x) Tenant shall not have any further option to extend, (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth herein (such date being referred to herein as the “Termination DateRent Adjustment”); provided. Tenant shall exercise such option by delivering to Landlord, that Dow will not have the right to exercise the Option after the forty-fifth no later than twelve (45th12) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the current Lease Term, written notice of Tenant’s desire to sell extend the Interests Lease Term. Tenant’s failure to properly exercise such option shall be subject deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the Rent Adjustment no later than eleven (11) months prior to the restrictive covenants contained in commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within thirty (30) days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease (or, at Landlord’s option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) Tenant has not bexx xx Xxfault in the fifth anniversary payment of Rent or any other sum due Landlord hereunder more than two (2) times during the immediately preceding two (2) years, (ii) the creditworthiness of Tenant is then equal to or in excess of Tenant's creditworthiness as of the Closing Datedate of this Lease and the letter of credit is still in effect, (iii) Tenant originally named herein remains in possession of and has been continuously operating in a majority of the Leased Premises, excluding any Surplus Space that has not been subleased pursuant to Article 11, throughout the Original Term and (iv) the current use of the Leased Premises is the Permitted Use, Tenant shall have one (1) option to extend the original fifteen year term for one (1) additional period of five (5) years (the "Extension Term"). Any Extension Term resulting from the due exercise by Tenant of any Extension Option shall be deemed part of the Lease Term upon the same terms and conditions contained in the Lease for the Original Term except (i) Tenant shall not have any further option to extend and (ii) the date Annual Base Rent shall be adjusted as set forth herein ("Rent Adjustment"). Tenant shall exercise such option by delivering to Landlord, no later than twelve (12) months prior to the expiration of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933Original Term, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx "Tenant's Notice”") of Tenant's desire to Dow that it has filed extend the Original Term. Tenant's failure to properly exercise such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right option shall waive it. If Tenant properly exercises its option to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days extend, Landlord shall notify Tenant of the delivery Rent Adjustment no later than thirty (30) days after its receipt of such Xxxxxx Tenant's Notice). Notwithstanding the foregoing sentence, (i) Dow Tenant shall be entitled deemed to purchase have accepted the Interests Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease (or, at Landlord's option, a new lease on the form then in use for the event that it has exercised the Option in accordance with Building) reflecting the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets conditions of the Xxxxxx Parties taken as a wholeExtension Term, within thirty (30) days after Tenant's acceptance of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Date, no default has occurred and is then continuing (ii) the date creditworthiness of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or any of its affiliates or subsidiaries (as defined in Article 14 of the closing Lease) remains in possession of the first underwritten public offering entire Premises throughout the term immediately preceding the Additional Extension Term (as defined below) and Tenant has not defaulted with respect to any payment of rent under the equity interests Lease, Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (the Xxxxxx Group “Additional Extension Term(s)”). Each Additional Extension Term shall be upon the same terms and conditions contained in the Lease, as amended, except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Premises under the Lease shall not apply to the Additional Extension Term, and (z) the Annual Net Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination DateRent Adjustment”); provided, that Dow will not have the right to . Tenant shall exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, each option by (i) Dow shall be entitled delivering to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof Landlord, no later than one hundred twenty (120) days prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the then preceding term, written notice of Tenant’s desire to sell extend the Interests term of the Lease. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than ninety (90) days prior to the restrictive covenants contained in commencement of the Additional Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within ten (10) business days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease (or, at Landlord’s option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeAdditional Extension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Dateno default has occurred and is then continuing, and (ii) the date (iii) Tenant originally named herein or a Permitted Transferee remains in possession of a majority of the closing Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (the first underwritten public offering of "Extension Term(s)"). Each Extension Term shall be upon the equity interests of same terms and conditions contained in the Xxxxxx Group Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice"Rent Adjustment"). Notwithstanding the foregoing sentence, Tenant shall exercise each option by (i) Dow shall be entitled delivering to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof Landlord, no later than nine (9) months prior to the Termination Date and expiration of the preceding term, written notice of Tenant's desire to extend the Lease Term (ii) Xxxxxx Parties’ obligation "Tenant's Notice"). Tenant's failure to sell the Interests timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than thirty (30) days after Landlord's receipt of Tenant's Notice. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within ten (10) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord's option, a new lease on the form then in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to use for the assets Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptable to Dow an irrevocable Landlord and (iii) Tenant originally named herein or its Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, Tenant shall have one (1) option to extend the Lease Term for one (1) additional period of three (3) years (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase PriceExtension Term”). The Option may Extension Term shall be exercised by Dow upon written notice the same terms and conditions contained in the Lease except (the “Option Exercise Notice”x) Tenant shall not have any further option to extend, (y) any improvement allowances or other concessions applicable to the Xxxxxx Parties at any time after Leased Premises under the first anniversary of Lease shall not apply to the Closing Date Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth herein (“Rent Adjustment”). Tenant shall exercise such option by delivering to Landlord, no later than nine (9) months prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary expiration of the Closing Datecurrent Lease Term, and (ii) written notice of Tenant’s desire to extend the date Lease Term. Tenant’s failure to properly exercise such option shall be deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the closing Rent Adjustment no later than thirty (30) days after receipt of Tenant’s notice of its exercise of this option to extend. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease (or, at Landlord’s option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the first underwritten public offering Extension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholeRent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) Tenant is not in default under the fifth anniversary of the Closing DateLease beyond any applicable grace, notice or cure period, and (ii) the date creditworthiness of Tenant is then reasonably acceptable to Landlord, Tenant shall have three (3) options to extend the term of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group Lease for three (or its successor3) years each (each an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination DateExtension Term”); provided, that Dow will not have . Each Extension Term shall be upon the right to exercise same terms and conditions contained in the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, Lease except (i) Dow this provision giving three (3) extension options shall be entitled amended to purchase reflect the Interests in remaining options to extend, if any, (ii) any improvement allowances, termination rights or other concessions applicable to the event that it has exercised Leased Premises during the Option in accordance with prior term shall not apply to the terms hereof Extended Term, and (iii) the Base Rental shall be adjusted as set forth herein (“Rent Adjustment”). Tenant shall exercise such option by delivering to Landlord, no later than one hundred eighty (180) days prior to the Termination Date and (ii) Xxxxxx Parties’ obligation scheduled expiration of the Lease, written notice of Xxxxxx’s desire to sell extend the Interests term of the Lease. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the Rent Adjustment no later than fifteen (15) days after receipt of Tenant’s notice, of Landlord’s determination of the Minimum Annual Rent for the Leased Premises for the Extension Term, which shall be an amount equal to Landlord’s reasonable determination of market rent (taking into account free rent and other concessions). Tenant shall have five (5) business days following its receipt of Landlord’s notice to notify Landlord in writing that Tenant objects to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets Landlord’s determination of the Minimum Annual Rent for the Extension Term and that Tenant elects to determine the Fair Market Value Rent (as defined and calculated below). If Xxxxxx Parties taken as fails to notify Landlord of such election within said 5-day period, Landlord shall send Tenant a wholereminder notice. Tenant shall have five (5) business days following its receipt of Landlord’s reminder notice to notify Landlord of Tenant’s election. If Xxxxxx fails to notify Landlord of such election within 5-business days following Xxxxxx’s receipt of said reminder notice, Tenant shall be deemed to have accepted the Minimum Annual Rent set forth in Landlord’s notice to Tenant.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that (i) Tenant has not been in Default at any time during the Lease Term, (ii) the creditworthiness of Tenant is then reasonably acceptable to Dow an irrevocable Landlord, (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and, (iv) the current use of the Leased Premises is acceptable to Landlord, Tenant shall have one (1) option to extend the Lease Term for one (1) additional period of three (3) years (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase PriceExtension Term”). The Option may Extension Term shall be exercised by Dow upon written notice the same terms and conditions contained in the Lease except (the “Option Exercise Notice”x) Tenant shall not have any further option to extend, (y) any improvement allowances or other concessions applicable to the Xxxxxx Parties at any time after Leased Premises under the first anniversary of Lease shall not apply to the Closing Date Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth herein (“Rent Adjustment”). Tenant shall exercise such option by delivering to Landlord, no later than nine (9) months prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary expiration of the Closing Datecurrent Lease Term, and (ii) written notice of Tenant’s desire to extend the date Lease Term. Tenant’s failure to properly exercise such option shall be deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the closing Rent Adjustment no later than thirty (30) days after receipt of Tenant’s notice of its exercise of this option to extend. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease (or, at Landlord’s option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the first underwritten public offering Extension Term within thirty (30) days after Tenant’s acceptance (or deemed acceptance) of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholeRent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptably to Dow an irrevocable Landlord, and (iii) Tenant originally named herein or its Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, Tenant shall have one (1) option to extend the Lease Term for one (1) additional period of five (5) years (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase PriceExtension Term”). The Option may Extension Term shall be exercised by Dow upon written notice the same terms and conditions contained in the Lease except (the “Option Exercise Notice”x) Tenant shall not have any further option to extend, (y) any improvement allowances or other concessions applicable to the Xxxxxx Parties at any time after Leased Premises under the first anniversary of Lease shall not apply to the Closing Date Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth herein (“Rent Adjustment”). Tenant shall exercise such option by delivering to Landlord, no later than nine (9) months prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary expiration of the Closing Datecurrent Lease Term, and (ii) written notice of Tenant’s desire to extend the date Lease Term. Tenant’s failure to properly exercise such option shall be deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group Rent Adjustment no later than ninety (or its successor90) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell commencement of the Interests Extension Term. Tenant shall be subject deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within fifteen (15) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord’s option, a new lease on the form then in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to use for the assets Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenants acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that (i) Tenant has not been in Default under the Lease beyond applicable cure periods, (ii) the creditworthiness of Tenant is then acceptable to Dow an irrevocable Landlord, (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term and (iv) the current use of the Leased Premises is consistent with the Permitted Use hereunder (unless a change in Permitted Use has since been approved by Landlord), Tenant shall have one (1) option to extend the Term for one (1) additional period of two (2) years (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”"Extension Term"). The Option may Extension Term shall be exercised upon the same terms and conditions contained in the Lease for the original Lease Term except (i) Tenant shall not have any further option to extend and (ii) the Minimum Annual Rent shall be adjusted as set forth in subsection (b) below ("Rent Adjustment"). Tenant shall exercise such option by Dow upon written notice delivering to Landlord, no later than six (the “Option Exercise Notice”6) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and months prior to the Termination Dateexpiration of the Lease Term, written notice of Tenant's desire to extend the Lease Term. The Option Tenant's failure to properly exercise such option shall terminate be deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the Rent Adjustment no later than one hundred fifty (150) days prior to the commencement of the Extension Term. Tenant shall have five (5) business days following its receipt of Landlord's notice to notify Landlord in writing that Tenant objects to the Rent Adjustment, and therefore that Tenant retracts its option to extend the Lease Term, in which case the Lease Term shall expire on its scheduled expiration date and Tenant's option to extend shall be void and of no further force and effect upon effect. Tenant shall be deemed to have accepted the earlier Rent Adjustment if it fails to occur of deliver to Landlord a written objection thereto within five (i5) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the fifth anniversary Lease (or, at Landlord's option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Closing DateExtension Term, within thirty (30) days after Tenant's exercise of its option to extend, which amendment shall have no force or effect until both Tenant and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not Landlord shall have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholeexecuted same.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Date, no default has occurred and is then continuing (ii) the date creditworthiness of Tenant is not less than that of the closing date hereof and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the first underwritten public offering entire Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of three (3) years each (the equity interests of "Extension Term(s)"). Each Extension Term shall be upon the Xxxxxx Group same terms and conditions contained in the Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice"Rent Adjustment"). Notwithstanding the foregoing sentence, Tenant shall exercise each option by (i) Dow shall be entitled delivering to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof Landlord, no later than nine (9) months prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant's desire to sell extend the Interests Lease Term. Tenant's failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than ninety (90) days prior to the restrictive covenants contained in commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease (or, at Landlord's option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary of the Closing Dateno Default has occurred and is then continuing, and (ii) the date creditworthiness of Tenant is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein remains in possession of and has been continuously operating in the closing entire Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (each an "Extension Term"). Each Extension Term shall be upon the first underwritten public offering of same terms and conditions contained in the equity interests of Lease except (x) this provision giving two (2) extension options shall be amended to reflect the Xxxxxx Group remaining options to extend, if any, (y) any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as amended set forth below (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice"Rent Adjustment"). Notwithstanding the foregoing sentenceTenant shall exercise each option by delivering to Landlord, no later than three hundred sixty-five (i365) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof days prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the preceding term, written notice of Tenant's desire to sell extend the Interests Lease Term. Tenant's failure to timely exercise such option shall be subject deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than ninety (90) days prior to the restrictive covenants contained in commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within ten (10) business days after receipt thereof. If Tenant properly exercises its debt EXECUTION COPY financing agreements as in effect from time option to time; provided that such covenants do not adversely materially discriminate against such Interests compared extend, Landlord and Tenant shall execute an amendment to the assets Lease (or, at Landlord's option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that (i) Tenant exercises the Expansion Option pursuant to Dow Section 17.01 above, (ii) no default has occurred and is then continuing (provided that if there is a default hereunder that has occurred, but the cure period related thereto has not expired, Tenant's exercise of this option to extend shall be valid provided that Tenant does cure such default within such cure period), and (iii) subject to subsection (d) below, the tangible net worth of Tenant is then equal to or greater than $25,000,000.00, Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (each an irrevocable option "Extension Term"). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, (y) any improvement allowances or other concessions applicable to the Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth below (the “Option”"Rent Adjustment"). Tenant shall exercise each option by delivering to Landlord, no later than nine (9) months prior to purchasethe expiration of the preceding term, written notice of Tenant's desire to extend the Lease Term, together with a copy of Tenant's most recent audited financial statements to the extent not publicly available (the "Extension Notice"). Tenant's failure to timely exercise such option shall be deemed a waiver of such option and any succeeding option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term within thirty (30) days after Tenant's exercise of its option to extend; provided, however, that this Section 17.04 shall be fully effective on the terms and subject to the conditions set forth herein, whether or not such amendment is executed and delivered. For the Interests at a cash purchase price equal to purpose of this Section 17.04, "tangible net worth" shall mean the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary excess of the Closing Date value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (itrademarks) the fifth anniversary of the Closing Date, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a wholeover liabilities.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Provided that (i) the fifth anniversary Lease is in full force and effect, (ii) no Default has occurred and is then continuing and no facts or circumstances exist which, with the giving of notice or the Closing Datepassage of time, or both, would constitute a Default, and (iii) the tangible net worth of Tenant is at least $10,000,000.00, Tenant shall have two (2) options to extend the prior Lease Term (the “Prior Term”) for five (5) years each (each an “Extension Term”). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (i) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (any improvement allowances or its successor) (an “IPO”) pursuant to a registration statement filed pursuant other concessions applicable to the Securities Act of 1933Leased Premises during the Prior Term shall not apply to the Extension Term, and (iii) the Minimum Annual Rent shall be adjusted as amended set forth herein (such date said adjustment being referred to herein as the “Termination DateRent Adjustment”); provided. Tenant shall exercise each option by delivering to Landlord, that Dow will not have the right to exercise the Option after the forty-fifth no later than one hundred eighty (45th180) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation expiration of the Prior Term, written notice of Tenant’s desire to sell extend the Interests Prior Term. Tenant’s failure to timely exercise such option shall be subject deemed a waiver of such option. If Tenant timely exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord’s option, a new lease on the form then in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to use for the assets Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term within thirty (30) days after Tenant’s exercise of its option to extend.

Grant and Exercise of Option. The Xxxxxx Parties hereby grant Provided that (i) Tenant has not been in Default beyond any applicable cure periods at any time during the Lease Term, (ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, (iii) Tenant named herein or Permitted Transferee (as defined herein) remains in possession of and has been continuously operating in substantially the entire Leased Premises throughout the Lease Term and (iv) the current use of the Leased Premises is consistent with the Permitted Use hereunder, Tenant shall have one (1) option to Dow an irrevocable option extend the Lease Term for one (1) additional period of five (5) years (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”"Extension Term"). The Option may Extension Term shall be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of same terms and conditions contained in the Lease for the Lease Term except (i) the fifth anniversary term of the Closing Date, Lease shall be five (5) years; and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will Tenant shall not have any further option to extend and (iii) the right to exercise the Option after the forty-fifth Minimum Annual Rent shall be adjusted as set forth herein (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice"Rent Adjustment"). Notwithstanding the foregoing sentenceTenant shall exercise such option by delivering to Landlord, no later than six (i6) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof months prior to the Termination Date and expiration of the Lease Term, written notice of Tenant's desire to extend the Lease Term. Tenant's failure to properly exercise such option shall waive it. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the Rent Adjustment no later than ninety (ii90) Xxxxxx Parties’ obligation days prior to sell the Interests commencement of the Extension Term. Tenant shall be subject deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the restrictive covenants contained Lease (or, at Landlord's option, a new lease on the form then in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to use for the assets Building) reflecting the terms and conditions of the Xxxxxx Parties taken as a wholeExtension Term, within thirty (30) days after Tenant's acceptance of the Rent Adjustment.