Common use of Base Rent During Extension Terms Clause in Contracts

Base Rent During Extension Terms. The Annual Base Rent applicable under the Lease during each Extension Term shall be the Fair Market Value Base Rent Rate (as defined below). As used herein, the term “Fair Market Value Base Rent Rate” shall mean the base rent rate being charged at such time for comparable premises (i.e., premises of a similar size and condition in buildings of a size, location (including proximity to, and visibility from, an interstate highway), condition and utility comparable to the Building and with improvements and amenities comparable to the Building) in the south Charlotte area, taking into consideration all relevant factors, including, without limitation, the location, quality and age of the building, the floor level(s) of the premises, the extent of leasehold improvements, if any, to be provided, rental abatements, lease takeovers/assumptions, payment of moving expenses and other concessions, term of the lease, services to be provided, base year or other amounts allowed for rent escalation purposes (e.g., an expense stop), the time the particular rent rate under consideration became or is to become effective, brokerage commissions, and the creditworthiness of the tenant. Within twenty (20) business days after Landlord’s receipt of an Extension Notice, Landlord shall determine, in Landlord’s reasonable discretion, the Fair Market Value Base Rent Rate for such Extension Term and shall provide notice of such Fair Market Value Base Rent Rate (the “FMV Base Rent Rate Notice”) to Tenant. If Tenant believes in good faith that the Fair Market Value Base Rent Rate contained in the FMV Base Rent Rate Notice is not reasonable and Landlord and Tenant have not reached agreement as to the Fair Market Value Base Rent Rate to be applicable during the relevant Extension Term on or before the day that is twenty (20) business days after the date on which Landlord delivers the FMV Base Rent Rate Notice to Tenant (such twenty (20) business day period being referred to herein as the “FMV Base Rent Negotiation Period”), Tenant shall have the right, at Tenant’s sole option, to submit the issue of the Fair Market Value Base Rent Rate for such Extension Term to arbitration as provided below in this Section 4(c) by so notifying Landlord in writing (the “Base Rent Arbitration Notice”) before the expiration of the FMV Base Rent Negotiation Period. If Tenant fails to timely and properly deliver the Base Rent Arbitration Notice to Landlord, then the Base Rent during the Extension Term shall be the Fair Market Value Base Rent Rate set forth in the FMV Base Rent Rate Notice. If Tenant properly and timely gives the Base Rent Arbitration Notice to Landlord, then within five (5) business days after the expiration of the FMV Base Rent Negotiation Period, Landlord shall deliver to Tenant Landlord’s final and best offer regarding the Fair Market Value Base Rent Rate that Landlord believes should apply during the relevant Extension Term together with any written information or documentation that Landlord offers in support thereof (“Landlord’s Best FMV Base Rent Rate Offer”), and Tenant shall deliver to Landlord Tenant’s final and best offer regarding the Fair Market Value Base Rent Rate that Tenant believes should apply during the relevant Extension Term together with any written information or documentation that Tenant offers in support thereof (“Tenant’s Best FMV Base Rent Rate Offer”). To ensure consistency of format, Landlord’s Best FMV Base Rent Rate Offer and Tenant’s Best FMV Base Rent Rate Offer each shall be structured to contemplate annual increases in the Base Rent rate during the Extension Term. Landlord and Tenant shall coordinate with one another to ensure a simultaneous exchange of their respective Fair Market Value Base Rent Rate best offers within the foregoing five (5) business day period. Such arbitration, if invoked by Tenant, shall be conducted and determined in Charlotte, North Carolina, in accordance with the then-prevailing Expedited Arbitration provisions of the American Arbitration Association or its successor for arbitration of real estate valuation disputes, except that the procedures mandated by such rules shall be modified as follows:

Base Rent During Extension Terms. The Annual Base Rent applicable under the Lease during each Extension Term shall be the Fair Market Value Base Rent Rate (as defined below). As used hereinFor purposes of this Lease, the term “Fair Market Value Base Rent Rate” "FAIR MARKET RENT" shall mean the base rent rate annual Base Rent determined on the basis of then current rentals being charged at such time for comparable premises (i.e., premises of a similar size and condition in buildings newly executed leases for space of a size, quality and location (including proximity to, and visibility from, an interstate highway), condition and utility comparable to the Building and with improvements and amenities comparable to the Building) Leased Premises in the south Charlotte Nashua, New Hampshire area, taking into consideration all relevant factors, includingaccount, without limitation, such considerations as the permitted uses, size, location, quality and age of the building, the floor level(s) of the premises, the extent of leasehold improvements, if any, to be provided, rental abatements, lease takeovers/assumptions, payment of moving expenses and other concessions, term of the lease, services to be provided, base year or other amounts allowed for rent escalation purposes (e.g., an expense stop), the time the particular rent rate under consideration became or is to become effective, brokerage commissionsterm, and the creditworthiness terms of this Lease (other than the Base Rent), but specifically excluding any incremental value attributable to alterations, additions or changes made by Lessee (whether in preparation for Lessee's initial occupancy of the tenantLeases Premises or at any time thereafter). Within twenty Fair Market Rent shall be based on the Leased Premises in its "as is" condition and shall take into account inducements (20such as "free" rent and tenant fitup allowances) business days after Landlord’s receipt then being offered to prospective tenants in the market described above. Notwithstanding the foregoing, in no event shall the Base Rent be less than that of the most recent twelve (12) month period. If Lessee gives Lessor written notice of its exercise of an Extension Noticeextension option pursuant to Section 2.B of this Lease, Landlord the parties shall determine, in Landlord’s reasonable discretion, attempt to agree upon the Fair Market Value Base Rent Rate for such Extension Term within thirty (30) days following Lessor's receipt of such notice. If the parties are unable to agree within such time, then within fifteen (15) days following the end of such 30-day period, Lessor and Lessee shall provide each retain a real estate professional with at least ten (10) years' continuous experience in the business of appraising or leasing commercial real estate or acting as commercial real estate agent or broker in the vicinity of the Leased Premises, who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to Fair Market Rent. Lessor and Lessee shall simultaneously exchange such reports; provided, however, that if one party has not obtained such a report within ninety (90) days after Lessor received Lessee's notice of such Fair Market Value Base Rent Rate (the “FMV Base Rent Rate Notice”) to Tenant. If Tenant believes in good faith that the Fair Market Value Base Rent Rate contained in the FMV Base Rent Rate Notice is not reasonable and Landlord and Tenant have not reached agreement as to the Fair Market Value Base Rent Rate to be applicable during the relevant Extension Term on or before the day that is twenty (20) business days after the date on which Landlord delivers the FMV Base Rent Rate Notice to Tenant (such twenty (20) business day period being referred to herein as the “FMV Base Rent Negotiation Period”), Tenant shall have the right, at Tenant’s sole exercise of an extension option, to submit the issue of the Fair Market Value Base Rent Rate for such Extension Term to arbitration as provided below in this Section 4(c) by so notifying Landlord in writing (the “Base Rent Arbitration Notice”) before the expiration of the FMV Base Rent Negotiation Period. If Tenant fails to timely and properly deliver the Base Rent Arbitration Notice to Landlord, then the Base Rent during the Extension Term shall be the Fair Market Value Base Rent Rate determination set forth in the FMV Base Rent Rate Noticeother party's report shall be final and binding upon the parties. If Tenant properly both parties receive reports within such time and timely gives the Base Rent Arbitration Notice to Landlordlesser of the two determinations is within ten (10%) percent of the higher determination, then the average of these determinations shall be deemed to be Fair Market Rent. If these determinations differ by more than ten (10%) percent, then the real estate professionals selected by Lessor and Lessee shall mutually select the "FINAL APPRAISER", who shall be a person with the qualifications stated above, to resolve the dispute as to Fair Market Rent. If the Final Appraiser is not selected within five thirty (530) business days after the expiration of the FMV Base Rent Negotiation Period, Landlord shall deliver to Tenant Landlord’s final and best offer regarding the Fair Market Value Base Rent Rate that Landlord believes should apply during the relevant Extension Term together with any written information or documentation that Landlord offers in support thereof (“Landlord’s Best FMV Base Rent Rate Offer”), and Tenant shall deliver to Landlord Tenant’s final and best offer regarding the Fair Market Value Base Rent Rate that Tenant believes should apply during the relevant Extension Term together with any written information or documentation that Tenant offers in support thereof (“Tenant’s Best FMV Base Rent Rate Offer”). To ensure consistency of format, Landlord’s Best FMV Base Rent Rate Offer and Tenant’s Best FMV Base Rent Rate Offer each shall be structured to contemplate annual increases in the Base Rent rate during the Extension Term. Landlord and Tenant shall coordinate with one another to ensure a simultaneous exchange of their respective Fair Market Value Base Rent Rate best offers within the foregoing five (5) business day period. Such arbitrationfirst written reports, if invoked by Tenant, shall be conducted and determined in Charlotte, North Carolina, in accordance with the then-prevailing Expedited Arbitration provisions of either party may apply to the American Arbitration Association or any successor thereto for the designation of a Final Appraiser. Within ten (10) days of the selection of the Final Appraiser, Lessor and Lessee shall each submit to the Final Appraiser its successor for arbitration of real estate valuation disputesprofessional's written determination of Fair Market Rent. The Final Appraiser shall, except within thirty (30) days after such submissions, select the Fair Market Rent as determined by one of the real estate professionals which is closest to the determination of Fair Market Rent which the Final Appraiser would have made acting alone and applying the standards set forth in this Lease, and shall notify Lessor and Lessee in writing of such determination. The Final Appraiser shall not have the power or the authority to select as Fair Market Rent an amount different from that set forth in one of the procedures mandated by such rules real estate professionals' submissions to the Final Appraiser. The determination of the Final Appraiser shall be modified as follows:final and binding upon Lessor and Lessee. Each party shall pay the fees and expenses of its real estate professional and counsel, if any, in connection with any proceeding under this Paragraph 1, and the parties shall each pay one-half of the fees and expenses of the Final Appraiser.