Renewal Options a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5.
b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option.
c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Murfreesboro, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.
Renewal Option (a) Provided that all the following have not occurred at the time of Tenant’s exercise of the Renewal Option: (1) Tenant is not in default of any of the terms, covenants and conditions hereof beyond any applicable notice and/or cure periods, (2) Tenant’s right to possession of the Premises has not been terminated, and (3) Tenant has not assigned any of its interest in this Lease or sublet any portion of the Premises, other than in connection with a Permitted Transfer, then Tenant shall have the right and option to extend the Lease Term (the “Renewal Option”) for one (1) further sixty (60) month period (hereinafter the “Renewal Term”). Such extension of the Lease Term shall be on the same terms, covenants and conditions as provided for in the Lease Term, except as set forth in this Section, and, except that the Base Rent during the Renewal Term shall be at fair market base rent then in effect on equivalent properties, of equivalent size, in equivalent areas, with the length of the Renewal Term and the credit standing of Tenant to be taken into account and otherwise based on the factors listed below, (the “Fair Market Base Rent”). Tenant shall deliver written notice to Landlord of Tenant’s intent to exercise the Renewal Option granted herein (the “Renewal Request Notice”) not more than twelve (12) months nor less than nine (9) months prior to the expiration of the Lease Term of this Lease. If Landlord and Tenant mutually agree, using their respective good faith efforts, in writing upon the base rent for the Renewal Term within thirty (30) days after written exercise by Tenant of this Renewal Option, Landlord shall lease the Premises to Tenant during the Renewal Term in their then-current, “AS IS, WHERE IS” with all faults condition, and Landlord shall not provide to Tenant any allowances (e.g. moving allowance, construction allowance, and the like) or other tenant inducements, except to the extent determined appropriate in connection with the determination of the Fair Market Base Rent. Tenant shall have no further renewal options unless expressly granted by Landlord in writing. Fair Market Base Rent will take into account all relevant factors, including, without limitation: (1) the location, quality, size, condition, and age of the Building and the level of LEED® certification of the Building then in effect; (2) the use, location, size, and/or floor levels of the space in question, including view, elevator, lobby exposure, etc.; (3) definition of “rentable” area; (4) the extent of leasehold improvements in the space in question or to be provided (other than any improvements already installed in the Premises), and/or any allowance for same; (5) abatements (including base rental, operating expenses and real estate taxes, and parking charges); (6) the parking rates set forth in Landlord’s rent proposal, the parking rates charged for comparable parking for tenants in comparable buildings and inclusion and/or exclusion of parking charges in rental; (7) lease takeovers and assumptions; (8) programming/space planning/interior architecture and engineering allowances; (9) relocation allowances; (10) tenant improvement allowances or refurbishment allowances, including those set forth in Landlord’s rent proposal; (11) distinction between “gross” and “net” leases; (12) base year or dollar amounts for escalation purposes (both ad valorem/real estate taxes and other operating expenses); (13) any other adjustments (including, for example, indices) to base rental; (14) credit standing and financial stature of Tenant (or the applicable transferee pursuant to a Permitted Transfer) and any applicable tenants; (15) term or length of lease; (16) the time the particular rental rate under consideration was agreed upon or is to become effective and the period of time from the date such rate is determined to the date it will be effective; (17) the extent of services provided or to be provided; (18) inclusions and exclusions for operating expenses; (19) the total amount of space in the Building leased to Tenant; (20) presence, absence or amount of leasing commissions to the extent applicable; and (21) any other concession or inducement and/or relevant terms or conditions that a reasonable and knowledgeable real estate professional would include in making such fair value rental rate determination. The determination of Fair Market Base Rent will not take into account any transaction that is not a typical market-driven transaction, such as a sale-leaseback or any financing type lease transaction.
(b) In the event Tenant fails to deliver the Renewal Request Notice within the time period set forth above, time being of the essence with respect to Tenant’s exercise thereof, Tenant’s right to extend the Lease Term hereof shall automatically terminate, be null and void, and be of no further force and effect. In the event Landlord and Tenant fail to mutually agree, using their respective good faith efforts, in writing upon the Fair Market Base Rent for the Renewal Term within thirty (30) days after timely written exercise by Tenant of this Renewal Option (“Negotiation Deadline”), Tenant’s right hereunder to extend the Lease Term shall automatically terminate (subject to subparagraph (c) below), be null and void, and be of no further force and effect.
(c) If Tenant desires to continue with the extension, Tenant must deliver notice to Landlord of its desire to pursue “baseball arbitration” on or before the Negotiation Deadline. No later than five (5) business days thereafter, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the Fair Market Base Rent applicable to the Premises. If Landlord and Tenant have not agreed upon the Fair Market Base Rent applicable to the Premises within five (5) business days after meeting, then Landlord and Tenant shall each appoint a broker not later than forty-five (45) days following Landlord’s delivery of the rate notice. If Landlord’s broker and Tenant’s broker have failed to agree upon the Fair Market Base Rent within sixty (60) days following delivery of the Negotiation Deadline, the two appointed brokers shall appoint a third broker (within five (5) business days following the expiration of said sixty (60) day period), and the Fair Market Base Rent shall be the arithmetic average of two (2) of the three (3) determinations which are the closest in amount, and the third determination shall be disregarded. If either Landlord or Tenant fails to appoint a broker within the prescribed time period, the failing party shall pay to the other party as liquidated damages $100.00 per day for each day following the deadline that such party fails to appoint a broker, not to exceed $500.00. If the two (2) appointed brokers fail to agree upon a third (3rd) broker, then the parties shall have the local office of the American Arbitration Association (or alternative method agreed by the parties) appoint the third (3rd) broker and the parties shall share equally in the cost of such arbitration. Each party shall bear the costs of its own broker, and the parties shall share equally the cost of the third broker, if applicable. Each broker shall have at least ten (10) years’ experience in the leasing of similar commercial buildings in the submarket in which the Building is located and shall be a licensed real estate broker and has not represented Tenant or Landlord during the previous five (5) year period.