Common use of Exercise of Options Clause in Contracts

Exercise of Options. The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions of this document have been redacted and filed separately with the Commission. accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence.

Exercise of Options. The options contained term of each Option granted to CELGENE hereunder shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning on the date on which CELGENE receives notice thereof pursuant to Section 2.2.2 and continuing for a period of three (3) months ("Option Period"). In the event that this Agreement terminates during any Option Period(s) for any reason other than due to CELGENE's breach of this Agreement, each such Option Period, and the rights and obligations of the parties under Sections 2.2.3, 2.2.4 and 2.2.5 with respect to the relevant THALIDOMIDE INVENTION, shall continue in this Section 2.2 shall be exercised by Tenantfull force and effect for the duration of each such three (3) month period and, if at allapplicable, only in the manner set forth in this Section 2.2.3relevant Negotiation Period. Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant The relevant THALIDOMIDE INVENTION shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenantbe CMCC's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to LandlordCONFIDENTIAL INFORMATION, then, on or before the date which is nine (9) months prior pursuant to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions terms of this document have been redacted and filed separately Agreement. CELGENE may exercise its Option with respect to any THALIDOMIDE INVENTION at any time during the Commission. accepting Tenant's relevant Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver Period by providing written notice to Landlord (CMCC and/or such THIRD PARTY RESEARCHER, as applicable, with a copy to BIOVENTURE, stating its intention to exercise such Option. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred in connection with the "Tenant Election Notice")preparation, which shall set forth Tenant election to either (i) accept filing and prosecution of patent applications directed towards the Market Rent contained relevant THALIDOMIDE INVENTION in the Landlord's FIELD ("Patent Costs") during the Option Rent CalculationPeriod, provided that if CELGENE notifies CMCC in writing that it rejects its Option with respect to the relevant THALIDOMIDE INVENTION, CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC. If CELGENE expressly rejects its Option or (ii) reject the Market Rent contained in Option Period lapses without any such written notice from CELGENE, then CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentencerelevant THALIDOMIDE INVENTION.

Exercise of Options. The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions of this document have been redacted and filed separately with the Commission. accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence.

Exercise of Options. The options contained in this Section 2.2 In order to exercise either the Renewal ------------------- Option or the Sale Option with respect to a Lease Supplement, Lessee shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver give irrevocable written notice (the "Exercise Notice") to Landlord Lessor not more than eighteen (18) months 290 days nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business 270 days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Base Term or Renewal Term (except that, in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the "Landlord Response Date"Renewal Term that would end on April 30, 2002), stating to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (A90) Landlord is [***] Confidential portions days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this document have been redacted and filed separately Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the Commission. accepting Tenant's Option Rent Calculation as terms and conditions of Section 4.6 and execute ----------- and deliver to the Market Rentbuyer a Support Agreement, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of conforming with the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as requirements therefor set forth in Section 2.2.4. Tenant's failure the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentencesuch Lease Supplement.

Exercise of Options. The options contained in this Section 2.2 Option shall be exercised by Tenant, if at all, Tenant only in the manner set forth following manner: (i) Tenant shall not be in this Section 2.2.3. default on the delivery date of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall deliver written notice (the "Exercise Interest Notice") to Landlord not more than eighteen ten (1810) months nor less than twelve eight (12) 8) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably interested in exercising its extension option; providedthe Option, however(iii) within fifteen (15) business days of Landlord's receipt of Tenant's written notice, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Option Rent Notice"), in which event, notwithstanding ) to Tenant setting forth the failure identified in Option Rent; and (iv) if Tenant desires to exercise such Reminder NoticeOption, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to provide Landlord written notice within five (5) business days following Tenant's after receipt of the Reminder Notice. If Tenant timely delivers an Exercise Option Rent Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response NoticeAcceptance") to and upon, and concurrent with such exercise, Tenant on or before the date that is eight (8) months prior may, at its option, object to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions of this document have been redacted and filed separately with the Commission. accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4Notice. Tenant's failure to timely deliver the Tenant Election Interest Notice or Tenant's Acceptance on or before the dates specified above shall be conclusively deemed to constitute Tenant's election not to proceed pursuant exercise the Option. If Tenant timely and properly exercises its Option, the Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant's Acceptance, objects to alternative (iithe Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure and the Option Rent shall be determined, as set forth in Section 31(d) from the immediately preceding sentencebelow.

Exercise of Options. The options contained in this Section 2.2 shall Each Option may be exercised by Tenant, if at all, Tenant only in accordance with the manner set forth in this Section 2.2.3following procedure. Tenant shall must deliver written notice (the "Exercise “Interest Notice"”) to Landlord not more than eighteen fifteen (1815) months nor or less than twelve (12) months prior to the then-scheduled expiration of the then Lease Term, stating that Tenant is irrevocably interested in exercising the applicable Option, and specifying in the Interest Notice as to what portion of the Premises Tenant is exercising its extension optionOption with respect to (provided that in no event may Tenant extend as to less than the Initial Premises); provided, however, in Tenant’s failure to specify what portion of the event Premises for which the Term is being extended shall be deemed an election by Tenant fails to deliver exercise the Exercise Notice by the date which is twelve months prior Option as to the expiration entire Premises. Tenant shall duly vacate all portions of the then Premises for which Tenant is not exercising the Option in accordance with the terms and conditions of the Lease Termon the last day of the then-effective Term therefor. For purposes of clarity, then Landlord shall deliver if Tenant written notice of such failure (exercises its first Option with respect to less than the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Noticeentire Premises, Tenant shall be deemed not have the right to have timely delivered exercise its second Option with respect to the Exercise Notice as long as portion of the same is delivered to Landlord within five Premises so surrendered. Within sixty (560) business days following Tenant's after Landlord’s receipt of the Reminder Tenant’s Interest Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response “Option Rent Notice"”) to Tenant on or before setting forth the date that is eight (8) months prior to the end Landlord’s determination of the Base Rent for the applicable Extension Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions of this document have been redacted and filed separately with the Commission. accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its after receipt of the Landlord Response Option Rent Notice, Tenant shall deliver provide Landlord with irrevocable written notice to Landlord (“Tenant’s Acceptance”) exercising the "Tenant Election Notice"), which shall set forth Tenant election to Option and stating either (ia) accept the Market that Tenant accepts Landlord’s determination of Base Rent contained in the Landlord's Option Rent CalculationNotice, or (iib) reject the that Tenant objects to Landlord’s determination of Base Rent and elects to determine Market Rent in accordance with Section 38.4. Time is of the essence hereof and late delivery of the Interest Notice shall not be effective. Failure of Tenant to provide Tenant’s Acceptance shall be deemed Tenant’s election of option (b) above. If Tenant does not give an Interest Notice on or before the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option if an Event of Default is outstanding beyond applicable notice and cure periods as the date of the Interest Notice. The rights contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent this Section shall be determined as set forth personal to the original Tenant (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in Section 2.2.4. this Lease) and may only be exercised by the original Tenant (and any Permitted Transferee which is an assignee of Tenant's failure to timely deliver ’s then-remaining entire interest in this Lease) (and not any other assignee, sublessee or other transferee of the Tenant Election Notice shall be conclusively deemed to constitute original Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence’s interest in this Lease).

Exercise of Options. The options contained in this Section 2.2 shall Each Option may be exercised by Tenant, if at all, Tenant only in accordance with the manner set forth in this Section 2.2.3following procedure. Tenant shall must deliver written notice (the "“Exercise Notice"”) to Landlord not more than eighteen fifteen (1815) months nor less than twelve (121) months year prior to the then-scheduled expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension optionthe Option; provided, however, in the event Tenant fails to deliver the such Exercise Notice shall be irrevocable. Tenant may elect, at the time it delivers its Exercise Notice, to reduce the Premises by terminating the date which is twelve months prior Lease with respect to the expiration top floor or the top two floors (a “Reduction Option”) (with such termination being effective at the commencement of the then Lease exercised Extension Term, then Landlord shall deliver Tenant written notice ). After Landlord’s receipt of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Tenant’s Exercise Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response “Option Rent Notice"”) to Tenant on or before setting forth the date that is eight (8) months prior to the end Landlord’s determination of the applicable Base Rent for the Extension Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions of this document have been redacted and filed separately with the Commission. accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its after receipt of the Landlord Response Option Rent Notice, Tenant shall deliver provide Landlord with irrevocable written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to “Tenant’s Response”) stating either (ia) accept the Market that Tenant accepts Landlord’s determination of Base Rent contained in the Landlord's Option Rent CalculationNotice, or (iib) reject the that Tenant objects to Landlord’s determination of Base Rent and elects to determine Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in accordance with Section 2.2.438.4. Tenant's failure If Tenant fails to timely deliver the a Tenant’s Response, Tenant Election Notice shall be conclusively deemed to constitute have objected to the Base Rent in the Option Rent Notice and elected to determine Market Rent in accordance with Section 38.4. Time is of the essence hereof and late notice shall not be effective. If Tenant does not give an Exercise Notice on or before the dates specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. If Tenant does not exercise the first Option, the second Option shall be null and void and of no further force or effect. Landlord shall not be required to give effect to an Option if an Event of Default is outstanding as the date of the Exercise Notice or Tenant's election ’s Response. The rights contained in this Article shall be personal to proceed the original Tenant and may only be exercised by the original Tenant, a Permitted Transferee which takes an Assignment of the Lease, or an “Approved Assignee” (but not by any other sublessee or assignee). An Approved Assignee shall be an assignee that is approved by Landlord pursuant to alternative Section 12.1 above, and also meets the requirement of having investment grade credit (iiwith investment grade credit being defined as BBB or better pursuant to Xxxxx’x and/or Standard and Poor’s) from both at the immediately preceding sentencetime of assignment and at the time of Option exercise. In addition, an Approved Assignee must be in full occupancy of the Building at the time it takes an assignment and at the time it exercises such Extension Right. An Approved Assignee shall have no right to exercise the Reduction Option.

Exercise of Options. The options contained in this Section 2.2 decision of whether and when to exercise all or any portion of the Options shall be exercised made solely by TenantWPM, if at alland neither COM, only COM's attorney-in-fact, Digital Radio nor any of COM's Affiliates shall have any discretion as to whether and when the Options shall be exercised, nor shall they have any disclosure obligations or obligations to advise WPM regarding her decision to exercise or the timing of such exercise, except as provided in Section 9.1. If WPM decides not to exercise all or any portion of such Options she will notify COM as soon as reasonably possible for her to do so and, in any event, she will notify COM no later than ten (10) days before the manner set forth in this Section 2.2.3. Tenant shall deliver notice stated expiration date of such Options of her irrevocable decision not to exercise any or all of such Options (the "Exercise NoticeRejected Options"), and in such case, COM, or at his election Digital Radio, shall have the right to exercise any such Rejected Options on his or its own behalf free and clear of any claim of WPM to the shares purchased and WPM will have no further right or interest in such Rejected Options or portion thereof or any security purchased upon their exercise. Upon receipt of written notice of WPM's decision to exercise any Option, Digital Radio shall exercise such Option on behalf of and for the benefit of WPM. WPM's written notice of exercise shall be addressed and delivered to Digital Radio's attorney-in-fact for purposes of exercising any Option, who shall be C. Jamex Xxxxxx (xx his successor as may be named by Digital Radio), 2300 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (xx such other address as Digital Radio may from time to time designate by written notice to WPM). In such notice WPM shall state the option grant, the number of shares to be purchased under said grant and the date of exercise. No later than three (3) to Landlord not more than eighteen (18) months nor less than twelve (12) months days prior to the expiration of time payment for exercise is due from Digital Radio, WPM shall deliver to Digital Radio's attorney-in-fact the then Lease Termfull exercise price (and pro rata related transaction costs) for such Options being exercised in cash, stating that Tenant is irrevocably exercising its extension optioncertified check or cashier's check or by wire transfer; provided, however, that COM and Digital Radio will, at WPM's request, cooperate with WPM in enabling her to exercise the Options concurrently with her obtaining financing or at the same time and in the event Tenant fails same way as COM or Digital Radio does, if either of such entities or WPM is able to deliver the Exercise Notice arrange financing that enables COM or Digital Radio or WPM to exercise their or her options using funds borrowed from a third party and secured in whole or in part by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of Company stock purchased upon such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Noticeexercise. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions of this document have been redacted and filed separately with the Commission. accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in See also Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentence9.5 hereto.

Exercise of Options. The options contained in this Section 2.2 Options shall be exercised by Tenant, if at all, Tenant ------------------- only in the manner set forth following manner: (i) Tenant shall not be in this Section 2.2.3. default on the delivery date of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall deliver written notice (the "Exercise NoticeINTEREST NOTICE") to Landlord not more than eighteen ten (1810) months nor less than twelve eight (12) 8) months prior to the expiration of the then Lease Term (or first Option Term, as applicable), stating that Tenant is irrevocably interested in exercising its extension option; providedthe Option, however(iii) within fifteen (15) business days of Landlord's receipt of Tenant's written notice, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver notice ("OPTION RENT NOTICE") to Tenant written notice of setting forth the Option Rent; and (iv) if Tenant desires to exercise such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder NoticeOption, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to provide Landlord written notice within five (5) business days following Tenant's after receipt of the Reminder Notice. If Option Rent Notice ("TENANT'S ACCEPTANCE") and upon, and concurrent with such exercise, Tenant timely delivers an Exercise Notice to Landlordmay, thenat its option, on or before the date which is nine (9) months prior object to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions of this document have been redacted and filed separately with the Commission. accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4Notice. Tenant's failure to timely deliver the Tenant Election Interest Notice or Tenant's Acceptance on or before the dates specified above shall be conclusively deemed to constitute Tenant's election not to proceed pursuant exercise the Option. If Tenant timely and properly exercises its Option, the Lease Term (or first Option Term, as applicable) shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant's Acceptance, objects to alternative (ii) from the immediately preceding sentenceOption Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure and the Option Rent shall be determined, as set forth in Section 2.2.4 below.

Exercise of Options. The options Grantor may exercise any right to renew or extend the term of the Ground Lease contained in this Section 2.2 therein without the prior written consent of Agent. Grantor shall be give Agent simultaneous written notice of the exercise of such option or right to renew or extend, together with a copy of the instrument given to the lessor under the Ground Lease exercising such option or right, and, thereafter, shall promptly deliver to Agent a copy of any acknowledgment by the lessor under such Ground Lease with respect to the exercise of such option or right. If such option or right has not been exercised by Tenantas aforesaid, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to Landlord then not more than eighteen one hundred eighty (18180) months nor and not less than twelve one hundred fifty (12150) months prior days before the right of Grantor to exercise any option or right to renew or extend the expiration term of the then Ground Lease Termshall expire, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord Grantor shall deliver Tenant give Agent written notice of specifying the date, term and manner for which such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall option or renewal is to be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions of this document have been redacted and filed separately with the Commission. accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation")exercised. Within ten fifteen (1015) business days of its receipt written demand by Agent, Grantor shall exercise any such option or renewal which is necessary to extend the term of the Landlord Response NoticeGround Lease beyond the term of this Instrument or to comply with any law affecting Grantor or Agent or which is necessary, Tenant in Agent’s reasonable judgment, to preserve the value of the security intended to be afforded by this Instrument. Grantor shall deliver promptly provide evidence of such exercise of such option or right to Agent’s reasonable satisfaction. In the event that Grantor fails to so exercise any such option or right or in the event of any default hereunder which is continuing beyond the applicable cure periods, Grantor hereby agrees and grants to Agent all right and authority to exercise such option in the name of Grantor or in its own name. Notwithstanding anything herein to the contrary, Grantor shall not exercise any purchase options, rights of first offer or rights of first refusal in the Ground Lease without the prior written notice to Landlord (the "Tenant Election Notice")consent of Agent, which consent shall set forth Tenant election to either (i) accept not be unreasonably withheld, conditioned or delayed including, without limitation, delivery of a mortgage on the Market Rent fee interest. Nothing contained in herein shall affect or limit any rights of Agent granted under the Landlord's Option Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the immediately preceding sentenceGround Lease.