Common use of RENEWAL TERMS AND OPTION TO PURCHASE Clause in Contracts

RENEWAL TERMS AND OPTION TO PURCHASE. (A) Lessor hereby grants to Lessee the option of renewing the Original Term (the “Renewal Option”) for five (5) additional terms of five (5) years each and one (1) subsequent additional term of four (4) years (each individually, a “Renewal Term”, and collectively, the “Renewal Terms”) upon the same terms and conditions as are in effect during the Original Term; provided that: (a) at the time Lessee exercises the Renewal Option with respect to each of the Renewal Terms, Lessee is not subject to a notice of Default, regardless of any applicable periods of grace, of any of the material terms, covenants and conditions of this Lease, and (b) Lessee provides Lessor with written notice (the “Option Notice”) of Lessee’s election to exercise the Renewal Option with respect to each of the Renewal Terms not less than six (6) months prior to the Expiration Date, or the expiration date of the then operative Renewal Term, as the case may be (hereinafter referred to as the “Option Expiration Date”). (B) So long as no uncured Default exists after notice at the time of election, Lessor hereby grants to Lessee the option to purchase the Land, if any, upon expiration of the Original Term and upon the expiration of each Renewal Term for the fair market value of the Land, provided, however, such valuation shall expressly exclude the value of any Buildings (as defined in Section 7 below) or related improvements made to the Land by or at the expense of Lessee other than, if applicable, the expansion of Lessor’s Detention Ponds as they exist as of the Effective Date (each being an “Option to Purchase”). If Lessee elects to exercise an Option to Purchase, then Lessee shall provide written notice to Lessor of such election sixty (60) days prior to the Expiration Date, or the expiration of the then operative Renewal Term. If Lessor and Lessee do not agree on the fair market value of the Land within thirty (30) days after Lessee provides the Option Notice to Lessor as provided under this Section, then Lessor and Lessee shall each obtain an appraisal from an experienced real estate appraiser of its choice. If the appraisals obtained by Lessor and Lessee are within ten percent (10%) of each other, the fair market value and purchase price shall be the average of the two (2) appraisals. If the two (2) appraisals are not within ten percent (10%) of each other, then Lessor’s appraiser and Lessee’s appraiser shall choose an independent appraiser (the “Independent Appraiser”) , and the average of the three (3) appraisals shall be deemed the fair market value and purchase price, and Lessor shall sell, and Lessee shall purchase, the Land for a price equal to the fair market value calculated after receipt of the appraisal from the Independent Appraiser. Lessor and Lessee shall pay the cost, respectively, of Lessor’s appraiser and Lessee’s appraiser, and shall equally share the cost of the Independent Appraiser. (C) Lessee shall be responsible for the payment, when due, of any New York State Real Property Transfer Tax due and owing in connection with the inclusion of the Option to Purchase in this Lease, and Lessee shall indemnify, defend and hold harmless Lessor, Lessor’s officers, directors, members, successors and assigns, from and against any claims, demands, penalties, fines, liabilities, damages, obligations, litigation proceedings, disbursements, costs or expenses, including reasonable attorneys’ fees and costs, in connection therewith.

RENEWAL TERMS AND OPTION TO PURCHASE. (A) Lessor hereby grants to Lessee the option of renewing the Original Term (the “Renewal Option”) for five four (54) additional terms of five (5) years each and one (1) subsequent additional term of four two (42) years (each individually, a “Renewal Term”, and collectively, the “Renewal Terms”) upon the same terms and conditions as are in effect during the Original Term; provided that: (a) this Lease has not been terminated prior to the Expiration Date (being March 31, 2049), (b) at the time Lessee exercises the Renewal Option with respect to each of the Renewal TermsTerms and as of the effective date of the Renewal Term, Lessee is not subject to a notice of Default, regardless of any applicable periods of grace, of any of the material terms, covenants and conditions of this Lease, and (bc) Lessee provides Lessor with written notice (the “Option Notice”) of Lessee▇▇▇▇▇▇’s election to exercise the Renewal Option with respect to each of the Renewal Terms not less than six (6) months prior to the Expiration Date, or the expiration date of the then operative Renewal Term, as the case may be (hereinafter referred to as the “Option Expiration Date”). (B) So long as no uncured Default exists after notice at the time of election, Lessor hereby grants to Lessee the option to purchase the Land, if any, Land upon expiration of the Original Term and upon the expiration of each Renewal Term for the fair market value (“FMV”) of the Land, providedwhich value shall give effect to any easements that run with and that will continue to benefit the Land, however, such valuation shall expressly exclude the value of any Buildings (as defined in Section 7 below) or related improvements made to but otherwise the Land shall be valued as unimproved by or at the expense of Lessee Building (and any other than, if applicable, the expansion of Lessor’s Detention Ponds as they exist as of the Effective Date improvements) and unencumbered by this Lease (each being an “Option to Purchase”). If Lessee elects to exercise an Option to Purchase, then Lessee shall provide written notice to Lessor of such election sixty not less than ninety (6090) days prior to the Expiration Date, Date or the expiration of the then operative Renewal Term, including ▇▇▇▇▇▇’s assessment of the FMV of the Land. If Lessor In the event that ▇▇▇▇▇▇ and Lessee do not ▇▇▇▇▇▇ are unable to agree on the fair market value FMV of the Land within thirty (30) days after Lessee provides the Option Notice to Lessor as provided under this Section, then Lessor and Lessee shall each obtain an appraisal from an experienced real estate appraiser of its choice. If the appraisals obtained by Lessor and Lessee are within ten percent (10%) of each other, the fair market value and purchase price shall be the average of the two (2) appraisals. If the two (2) appraisals are not within ten percent (10%) of each other, then Lessor’s appraiser and Lessee’s appraiser shall choose an independent appraiser (the “Independent Appraiser”) , and the average of the three (3) appraisals shall be deemed the fair market value and purchase price, and Lessor shall sell, and Lessee shall purchase, the Land for a price equal to the fair market value calculated after receipt of the appraisal from the Independent Appraiser. Lessor and Lessee shall pay the cost, respectively, of Lessor’s appraiser and Lessee’s appraiser, and shall equally share the cost of the Independent Appraiser. (C) Lessee shall be responsible for the payment, when due, of any New York State Real Property Transfer Tax due and owing in connection with the inclusion delivery of the Option to Purchase in this Lease(the “Negotiation Period”), and Lessee the FMV shall indemnify, defend and hold harmless Lessor, Lessor’s officers, directors, members, successors and assigns, from and against any claims, demands, penalties, fines, liabilities, damages, obligations, litigation proceedings, disbursements, costs or expenses, including reasonable attorneys’ fees and costs, in connection therewith.be determined as follows: