Common use of Option Periods Clause in Contracts

Option Periods. (A) Tenant shall, subject to the terms of paragraphs (B) and (C) hereof, have the right to extend the Term for the Option Periods set forth in Section 1.6.D. of this Lease from the date upon which the initial Term would otherwise expire upon the same terms and conditions as those specified in this Lease. (B) If Tenant elects to exercise its option for any Option Period, Tenant shall do so by giving Landlord notice of such election (the “Option Notice”), in accordance with the provisions of Section 18.1 of this Lease, at least 180 days before the beginning of the Option Period for which the Term is to be extended by the exercise of such option. Landlord shall deliver notice (the “Option Base Rent Notice”) to Tenant indicating Landlord’s good faith determination of the Option Period Base Rent within the 30-day period following the later of (a) Landlord’s receipt of the Option Notice, or (b) the date that is 180 days prior to the commencement of the Option Period. If Tenant, in good faith, does not agree with Landlord’s determination of the Option Period Base Rent, then Tenant shall notify Landlord of such disagreement within 15 days after its receipt of the Landlord Option Period Base Rent Notice (the “Objection Period”). Tenant’s failure to notify Landlord in writing of its objection to the Option Period Base Rent within the Objection Period shall be deemed an agreement by Tenant of the amount of the Option Period Base Rent contained in the Option Period Base Rent Notice. If Landlord and Tenant cannot agree in good faith on the amount of the Option Period Base Rent prior to the expiration of the Objection Period, either Landlord or Tenant may nullify the Option Notice by written notice to the other party, in which case the term of the Lease shall expire as if the Option Period in question were not exercised by Tenant. Once the Option Period Base Rent is determined (or deemed approved by Tenant), the parties shall execute an amendment to the Lease setting forth the Base Rent for the applicable Option Period. (C) Notwithstanding anything to the contrary contained in paragraph (A) of this Section, if (i) an “Event of Default” (as defined in Section 15.1) shall exist as of the date Tenant shall have given Landlord the Option Notice for such Option Period, or (ii) Tenant fails to give Landlord the Option Notice for such Option Period in the manner required in paragraph (B) above, or (iii) Tenant having given the Option Notice thereafter commits an Event of Default prior to the expiration of the then current Term, then Landlord shall thereupon have the right to negate Tenant's Option Notice for such Option Period, and if Landlord so notifies Tenant that Landlord elects to negate such notice by reason of such default, then Tenant shall be deemed without further notice and without further agreement between Landlord and Tenant to have elected not to exercise its option for such Option Period. Any holding over or failure to vacate the Premises at the end of any Term shall not be deemed or construed to be an exercise of an Option Period or an extension of this Lease. Any termination of this Lease shall terminate Tenant's rights of further extension hereunder. Notwithstanding anything to the contrary contained in this Lease, the rights granted Tenant named herein under this Section shall be personal to Tenant named herein and, upon an assignment of this Lease pursuant to Article 9 of this Lease (other than to a “Permitted Transferee”, as defined in Section 9.1), the rights granted Tenant named herein under this Section shall be of no further force and effect; however, the rights under this Section may be exercised by a Permitted Transferee.

Option Periods. (Aa) Tenant shall, subject In addition to the terms Primary Term of paragraphs this Lease and in partial consideration of Tenant's entering into this Lease, Landlord hereby grants to Tenant an option to extend the term of this Lease for an additional period equal to five (B5) years plus the number of months (if any), rounded to the nearest whole month by which the Rental Commencement Date precedes the Occupancy Commencement Date, commencing at the conclusion of the Primary Term (as such Primary Term may be extended pursuant to the provisions of Section 3.3(a)(iii) hereof) (hereinafter referred to as the "First Option Period") at the rental to be determined in accordance with Section 2.7(a) and (Cb) hereof, have the right to extend the Term for the Option Periods set forth in Section 1.6.D. of this Lease from the date upon which the initial Term would but otherwise expire upon the same terms and conditions as those specified set forth in this Lease. (Bb) If In addition to the Primary Term of this Lease and in addition to the First Option Period and in partial consideration of Tenant's entering into this Lease, Landlord hereby grants to Tenant elects an additional option to exercise its option further extend the term of this Lease for any an additional five (5) year period commencing at the conclusion of the First Option Period (hereinafter referred to as the "Second Option Period, Tenant shall do so by giving Landlord notice of such election (") at the “Option Notice”), rental to be determined in accordance with Section 2.7(a) and (c) hereof, but otherwise upon the provisions of Section 18.1 of same terms and conditions as those set forth in this Lease, at least 180 days before the beginning of the Option Period for which the Term is to be extended by the exercise of such option. Landlord shall deliver notice (the “Option Base Rent Notice”) to Tenant indicating Landlord’s good faith determination of the Option Period Base Rent within the 30-day period following the later of (a) Landlord’s receipt of the Option Notice, together with any additions or (b) the date that is 180 days prior to the commencement of the Option Period. If Tenant, in good faith, does not agree with Landlord’s determination of the Option Period Base Rent, then Tenant shall notify Landlord of such disagreement within 15 days after its receipt of the Landlord Option Period Base Rent Notice (the “Objection Period”). Tenant’s failure to notify Landlord in writing of its objection to the Option Period Base Rent within the Objection Period shall be deemed an agreement by Tenant of the amount of the Option Period Base Rent contained in the Option Period Base Rent Notice. If Landlord and Tenant cannot agree in good faith on the amount of the Option Period Base Rent prior to the expiration of the Objection Period, either Landlord or Tenant may nullify the Option Notice by written notice to the other party, in which case the term of the Lease shall expire as if the Option Period in question were not exercised by Tenant. Once the Option Period Base Rent is determined (or deemed approved by Tenant), the parties shall execute an amendment to the Lease setting forth the Base Rent amendments made for the applicable First Option Period. (Cc) Notwithstanding anything to the contrary contained in paragraph [RESERVED.] (Ad) of this Section, if [RESERVED.] (i) an “Event The options under this Section 1.4 may be exercised solely at the discretion of Default” (as defined in Section 15.1) shall exist as Tenant. Tenant may exercise the option for the First Option Period by delivering written notice of such exercise to Landlord at any time prior to that date which precedes the conclusion of the date Primary Term of this Lease by one (1) year (the "First Option Exercise Date"). If Tenant has not delivered to Landlord written notice of Tenant's exercise of the option for the First Option Period by the First Option Exercise Date, the options for the First Option Period and the Second Option Period under this Section 1.4 shall have given Landlord the Option Notice for such Option Period, or lapse and be deemed of no further effect. (ii) Tenant fails to give Landlord may exercise the Option Notice option for such the Second Option Period in by delivering written notice of such exercise to Landlord at any time during the manner required in paragraph First Option Period prior to that date which precedes the conclusion of the First Option Period by one (B1) aboveyear (the "Second Option Exercise Date"). If Tenant has not delivered to Landlord written notice of Tenant's exercise of the option for the Second Option Period by the Second Option Exercise Date, or the option for the Second Option Period under this Section 1.4 shall lapse and be deemed of no further effect. (iii) Neither the option for the First Option Period nor the option for the Second Option Period may be exercised at any time during which Tenant having given the Option Notice thereafter commits an Event of Default prior to the expiration is in default under any of the then current Termterms of this Lease. (f) As used hereinafter, then Landlord shall thereupon have the right to negate Tenant's Option Notice for such "Option Period, and if Landlord so notifies Tenant that Landlord elects to negate such notice by reason of such default, then Tenant " shall be deemed without further notice and without further agreement between Landlord and Tenant to have elected not to exercise its option for such mean either the First Option or the Second Option Period. Any holding over or failure to vacate the Premises at the end of any Term shall not be deemed or construed to be an exercise of an Option Period or an extension of this Lease. Any termination of this Lease shall terminate Tenant's rights of further extension hereunder. Notwithstanding anything to the contrary contained in this Lease, the rights granted Tenant named herein under this Section shall be personal to Tenant named herein and, upon an assignment of this Lease pursuant to Article 9 of this Lease (other than to a “Permitted Transferee”, as defined in Section 9.1), the rights granted Tenant named herein under this Section shall be of no further force and effect; however, the rights under this Section may be exercised by a Permitted Transferee.

Option Periods. (Aa) Tenant shallLessee acknowledges that it has exercised the option provided under paragraph 6 of the Ninth Amendment (as to the First Option Period.). Lessor and Lessee acknowledge that the terms and provisions of Section 7 of the Ninth Amendment continue to be effective, subject with the modifications set forth herein. Lessee acknowledges that the Second Option Period described in said Section 7 is the last extension option provided to Lessee pursuant to the terms of paragraphs the Lease; and Lessor acknowledges that the Second Option Period, as amended below, remains in full force and effect. (Bb) Said Section 7 of the Ninth Amendment is amended by deleting the second sentence of said Section 7 and replacing said sentence with the following: “Should Lessee elect to exercise such option to extend the term for the Second Option Period has hereinabove set forth, then all terms and conditions of this Lease shall remain the same except that during such Second Option Period, the annual Base Rent payable for the Second Option Period (Cthe “Renewal Rental Rate”) hereofshall be one hundred (100%) percent of the market rental rate for comparable space in comparable buildings in the general vicinity of the Building (with respect to age, have use, quality and location, but in no event less than the annual Base Rent in effect during the last twelve (12) months of the then expiring Term), determined as follows: “In the event Lessee timely exercises its right to extend renew the Term for the Second Option Periods set forth in Section 1.6.D. of this Lease from the date upon which the initial Term would otherwise expire upon the same terms and conditions as those specified in this Lease. Period (B) If Tenant elects by providing written notice to exercise its option for any Option Period, Tenant shall do so by giving Landlord notice of such election (the “Option Notice”), in accordance with the provisions of Section 18.1 of this Lease, Lessor at least 180 days before prior to the beginning expiration of the First Option Period for which the Term is to be extended by the Period), within thirty (30) days after Lessor receives notice of Lessee’s exercise of such option. Landlord , Lessor shall deliver notice (the “Option Base Rent Notice”) to Tenant indicating Landlordnotify Lessee in writing of Lessor’s good faith determination of the Option Period Base Rent within the 30-day period following the later of Renewal Rental Rate (a) “Landlord’s receipt of the Option Renewal Term Rental Notice, or ”). Lessee shall have fifteen (b15) days from the date that is 180 days prior of Landlord’s Renewal Term Rental Notice to the commencement of the Option Period. If Tenant, in good faith, does not agree with Landlordeither accept or dispute Lessor’s determination of the Option Period Base Rent, then Tenant shall notify Landlord of such disagreement within 15 days after its receipt Renewal Rental Rate. In the event that Lessee disputes Lessor’s determination of the Landlord Option Period Base Rent Renewal Rental Rate, Lessee shall so notify Lessor and advise Lessor of Lessee’s determination of the Renewal Rental Rate. If Lessor and Lessee cannot agree upon the Renewal Rental Rate within thirty (30) days of the date of Landlord’s Renewal Term Rental Notice (the “Objection Negotiation Period”), Lessor and Lessee shall simultaneously exchange, within the following fifteen (15) days, on a date determined by Lessor, statements setting forth each such party’s conclusion regarding the Renewal Rental Rate (each, a “Statement of Rental Rate”); provided, however, that if one party has not submitted such statement within forty-five (45) days after the date of Landlord’s Renewal Term Rental Notice, then the determination set forth in the other party’s statement shall be final and binding upon both parties. TenantIf both parties receive the other party’s failure statement of the Renewal Rental Rate within such time and the lesser of the two (2) determinations is within ten (10%) percent of the higher determination, then Lessor’s determination shall conclusively be deemed to notify Landlord be the Renewal Rental Rate. If these determinations differ by more than ten (10%) percent, then Lessor and Lessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in writing the business of its objection appraising or marketing multi-tenant office buildings in the greater Minneapolis area (the “Valuation Expert”) to resolve the dispute as to the Option Period Base Rent within the Objection Period shall be deemed an agreement by Tenant of the amount of the Option Period Base Rent contained in the Option Period Base Rent NoticeRenewal Rental Rate. If Landlord Lessor and Tenant Lessee cannot agree in good faith on upon the amount designation of the Valuation Expert within thirty (30) days of the exchange of the Statements of Rental Rate, either party may apply to the American Arbitration Association or the Minneapolis Real Estate Board, or any successor thereto, for the designation of a Valuation Expert. Within ten (10) days of the selection of the Valuation Expert, Lessor and Lessee shall each submit to the Valuation Expert a copy of its Statement of Rental Rate, together with any supporting material. The Valuation Expert shall not perform his own valuation, but rather, shall, within thirty (30) days after receipt of such submissions, select as the Renewal Rental Rate the submission which the Valuation Expert concludes most closely and accurately reflects the Renewal Rental Rate for the Leased Premises, and the rental rate set forth in that submission shall be the Renewal Rental Rate for the Second Option Period (provided, however, that in no event shall the Renewal Rental Rate ever be less than the annual Base Rent prior to for the expiration preceding twelve (12) months of the Objection PeriodTerm then expiring). The Valuation Expert shall give notice of his or her determination to Lessor and Lessee and such decision shall be final and conclusively binding upon Lessor and Lessee. Each party shall pay the fees and expenses of any real estate professional such party retains and such party’s counsel, either Landlord or Tenant may nullify the Option Notice by written notice to the other partyif any, in which case connection with any proceeding under this paragraph, and the term party whose determination was determined by the Valuation Expert not to most accurately and closely reflect the Renewal Rental Rate of the Lease Premises shall expire as if pay the Option Period in question were not exercised by Tenantfees and expenses of the Valuation Expert. Once the Option Period Base Rent is determined (or deemed approved by Tenant)“At Lessor’s request, the parties Lessor and Lessee shall execute an amendment to this Lease within thirty (30) days after the Lease setting determination of the Renewal Rental Rate (in accordance with the procedure set forth above) for the Second Option Period, which amendment shall set forth the Second Option Period, the Renewal Rental Rate, and all other terms and conditions for the Second Option Period. “Except as set forth above, the Second Option Period shall be subject to all of the terms and conditions of this Lease; provided, however, that unless the parties otherwise agree in writing, Lessee shall have no further extension rights once it has exercised the its rights under paragraph 7 of the Ninth Amendment (as herein amended). “The annual Base Rent for the applicable Second Option Period shall be payable in equal monthly installments in advance on or before the first day of each calendar month during the Second Option Period. (C) Notwithstanding anything to the contrary contained in paragraph (A) of this Section, if (i) an “Event of Default” (as defined in Section 15.1) shall exist as of the date Tenant shall have given Landlord the Option Notice for such Option Period, or (ii) Tenant fails to give Landlord the Option Notice for such Option Period in the manner required in paragraph (B) above, or (iii) Tenant having given the Option Notice thereafter commits an Event of Default prior to the expiration of the then current Term, then Landlord shall thereupon have the right to negate Tenant's Option Notice for such Option Period, and if Landlord so notifies Tenant that Landlord elects to negate such notice by reason of such default, then Tenant shall be deemed without further notice and without further agreement between Landlord and Tenant to have elected not to exercise its option for such Option Period. Any holding over or failure to vacate the Premises at the end of any Term shall not be deemed or construed to be an exercise of an Option Period or an extension of this Lease. Any termination of this Lease shall terminate Tenant's rights of further extension hereunder. Notwithstanding anything to the contrary contained in this Lease, the rights granted Tenant named herein under this Section shall be personal to Tenant named herein and, upon an assignment of this Lease pursuant to Article 9 of this Lease (other than to a “Permitted Transferee”, as defined in Section 9.1), the rights granted Tenant named herein under this Section shall be of no further force and effect; however, the rights under this Section may be exercised by a Permitted Transferee.