Common use of Option Space Clause in Contracts

Option Space. Tenant is hereby granted a right of first refusal to lease additional space in the Building which is adjacent to the Premises, upon the following terms and conditions: (a) If Landlord receives a bona fide offer to lease a portion of the Building which is adjacent to the Premises, Landlord shall submit to Tenant, in writing, a summary of the Minimum Annual Rent and additional rent which the prospective tenant of the adjacent space has offered to pay, together with a notice of ▇▇▇▇▇▇'s right to exercise the right of first refusal to rent the adjacent space. Tenant shall be afforded 15 days from the date of the Landlord's notice to Tenant in which to exercise the right of first refusal. Exercise of the right of first refusal must be made by written notice thereof to Landlord delivered within such 15 day period. If exercised, Tenant shall be obligated to lease the adjacent space which was the subject of the Landlord's notice for the same Minimum Annual Rent and additional rent as was offered by the prospective tenant, but with all other terms (such as the Term of the lease) being the same as set forth in this Lease as if the adjacent space was originally a part of the Premises from the Commencement Date; provided, however, that if the prospective tenant had agreed to lease office space with tenant improvements to be paid by the Landlord and if the Tenant hereunder agrees to take such space without the improvements, ▇▇▇▇▇▇'s Minimum Annual Rent shall be reduced by the cost of such foregone tenant improvements, as if amortized over the term of the prospective tenant's proposed lease. Further, in the event of ▇▇▇▇▇▇'s exercise of the right of first refusal, ▇▇▇▇▇▇ shall execute an addendum to this Lease presented by the Landlord setting forth the inclusion of the adjacent space into the Premises on the foregoing terms. If the Tenant fails to exercise the right of first refusal within the 15 day period specified above, Landlord shall be free to lease the adjacent space to the offeror or any other prospective tenant for the same or greater rental, provided the term of such rental commences within one year of the Landlord's initial notice to the Tenant and, if so rented, such adjacent space shall no longer be subject to this right of first refusal. (b) Notwithstanding the foregoing, this right of first refusal shall not apply to any space leased by the Landlord to any other tenant either (i) during such time as an uncured event of default by the Tenant exists under this Lease or (ii) after Tenant has failed to exercise its option to extend the Term as hereinabove provided and the time for notice to do so prior to the Expiration Date has passed.

Option Space. Section 25.01. Subject only to the rights, if any, presently granted to tenants in leases in existence and as in effect on the Commencement Date, in the event that, at any time and from time to time during the Term of this Lease, space in the East Building ("Option Space") becomes available or is to become available, whether by reason of the termination of a lease of such space, recapture or entry by Landlord or its designee or nominee into a sublease or otherwise, Tenant is hereby granted a right of first refusal offer (the "Right of First Offer to Lease") with respect to the leasing of such Option Space on the terms and conditions hereinafter provided, however, as to any such Option Space which is now vacant, which is described on Exhibit M, Landlord shall not be obligated to so offer such Option Space to Tenant until the expiration or earlier termination of the term (including any exercised renewal options) of an initial lease thereof ("Initial Lease") to a tenant other than Landlord or an Affiliate of Landlord. Landlord, before offering such Option Space, or any part thereof, to a third party shall offer Tenant the right to lease additional space such Option Space on the terms and conditions hereinafter provided. Landlord shall advise Tenant in writing ("Landlord's Notification") of the Option Space which is available and the time and term for which it will be available. Landlord shall advise Tenant, at its request from time to time, of the availability dates of the option Space, and shall notify Tenant within fifteen (15) days after Landlord first knows that such Option Space will be available earlier than normal lease expiration. As to Option Space which comes available on the lease Expiration Date, Landlord shall give Landlord's Notification not more than twelve (12) months and not less than six (6) months prior to such Expiration Date (unless an existing lease shall terminate prior to the scheduled Expiration Date thereof, in which case such notice shall be given as above provided, and which offer shall specify (i) the Option Space (with a floor plan cross-hatched to show the location thereof and the exact rentable square footage thereof, determined by Landlord in accordance with the standards for measurement of rentable square footage in the Building utilized in determining the rentable square feet in the Original Demised Premises, and (ii) the date (the "Anticipated Option Space Inclusion Date") on which it is adjacent anticipated by Landlord that the Option Space shall be available and the term for which the Option Space shall be available. Tenant shall have the right by notice ("Tenant's Option Space Notice") given within thirty (30) Business Days after Landlord's Notification to elect to lease the Option Space upon the same terms and conditions as are contained in this Lease, subject to the Premises, upon the following terms and conditionsconditions specified in this Article 25, except that: (a) If Landlord receives a bona fide offer the term specified in Landlord's Notification for which the Option Space is available shall (i) expire prior to lease a portion the then Expiration Date of the Building then current Term of this Lease, excluding Renewal Terms as to which is adjacent to the Premises, Landlord shall submit to Tenant, in writing, a summary of the Minimum Annual Rent and additional rent which the prospective tenant of the adjacent space 's renewal option has offered to pay, together with a notice of ▇▇▇▇▇▇'s right to exercise the right of first refusal to rent the adjacent space. Tenant shall be afforded 15 days from the date of the Landlord's notice to Tenant in which to exercise the right of first refusal. Exercise of the right of first refusal must be made by written notice thereof to Landlord delivered within such 15 day period. If not been exercised, Tenant shall be obligated have the right to lease such Option Space for the adjacent space term for which was it is available, or (ii) extend beyond the subject then Expiration Date of the Landlord's notice for the same Minimum Annual Rent and additional rent as was offered by the prospective tenant, but with all other terms (such as the then current Term of this Lease, excluding Renewal Terms as to which Tenant's renewal option has not been exercised, Tenant shall have the lease) being the same as set forth in this Lease as if the adjacent space was originally option to lease such Option Space for a part term to expire on such then Expiration Date of the Premises from the Commencement Datethen current Term of this Lease; provided, however, that if such Option Space is available, Tenant shall have the prospective tenant had agreed right to include the Option Space as part of the "Designated Premises" for the purposes of Article 24 of this Lease and as a consequence of such designation the Option Space may become a part of the Demised Premises under this Lease for any subsequent Renewal Terms. (b) In the event that the Option Space specified in Landlord's Notification comprises more than one (1) floor of the Building, Tenant shall have the option to lease office the whole of such Option Space or the entire portion of the Option Space on one or more contiguous floors within such Option Space; provided, however, in the event Tenant elects to lease less than the entire Option Space as provided in this subparagraph (b), then Tenant shall only have the option to lease the entire portion of the Option Space on the floor (or contiguous floors) included in the Option Space which is (or are) the floor or floors which are located among the lowest or the highest floors of the floors comprising the option Space (i.e., not any floor or floors located in the middle of the block of floors comprising the Option Space). In the event that the Option Space specified in Landlord's Notification comprises, in whole or in part, less than an entire floor of the Building, Tenant shall not have the option to lease Option Space on such floor which is less than the full amount of such Option Space on such floor. Subject to the provisions of the immediately preceding sentence, Tenant shall identify the space it elects to lease in the relevant election to lease the Option Space. Tenant shall make any such election in Tenant's Option Space Notice. (c) The term of this Lease as to the Option Space shall begin (the "Option Space Inclusion Date") on the later of (i) sixty days after the exercise by Tenant of its option as to such Option Space; or (ii) the date of delivery of such Option Space to Tenant vacant, free of occupants and "as is". (d) The rental rate for the Option Space shall be eighty-five percent (85%) of the "fair rental value" of the Option Space. The fair rental value of the Option Space shall be the fair rental value on the date of the exercise by Tenant of its option to lease the Option Space (the "valuation date") and be determined for a term equal to the term of letting of the Option Space based upon the further assumptions that standard brokerage commissions and then existing market work allowances will be payable by Landlord as if for a new lease, that a reasonable time under then existing conditions is allowed for downtime or marketing, that the Tenant would be receiving the benefit of any then existing market free rent or other pecuniary concessions in respect of such Option Space as if for a new lease, and that the Base Wage Rate and the Base Real Estate Taxes are as set forth in Article 2 hereof or, if the valuation date shall occur during a Renewal Term, as set forth in Article 24, hereof. The matters set forth in the previous sentence shall be taken into consideration even though Landlord is not providing such work allowance or concessions or paying such brokerage commissions, and the space need not be marketed, it being acknowledged that the same were taken into consideration in setting the new Fixed Rent at eighty-five percent (85%) of fair rental value. If the parties are unable to agree on such fair rental value within thirty (30) days of Tenant's Option Space Notice, then such fair rental value shall be determined in accordance with tenant improvements the procedures set forth in Section 24.01(c). Section 25.02. Upon the Option Space Inclusion Date, Landlord agrees to lease to Tenant and Tenant agrees to lease from Landlord for the then remaining Term of this Lease (subject to the provisions of Section 25.01(a)) the Option Space designated in the Tenant's Option Space Notice. Upon the occurrence of the Option Space Inclusion Date (a) the term "Demised Premises" shall be paid deemed to include the Option Space designated in the Tenant's Option Space Notice, (b) the number of rentable square feet in the Demised Premises shall be increased by the number of rentable square feet within each such Option Space in question, as specified in the Landlord's Notice, (c) "Tenant's Percentage" shall be increased by the fraction, expressed as a percentage, the numerator of which shall be the number of rentable square feet included within the Option Space as so determined, and the denominator of which shall be 1,178,042, (d) unless Landlord and if Tenant otherwise agree in writing, the Tenant hereunder agrees to take such space without the improvements, ▇▇▇▇▇▇'s Minimum Annual Fixed Rent shall be reduced by increased determined in accordance with Section 25.01 hereof (hereinafter called the cost "Option Space Fixed Rent"), (provided, however, if the Option Space is part of such foregone tenant improvementsthe Demised Premises at the commencement of a Renewal Term the Fixed Rent for the entire Demised Premises shall be adjusted in accordance with Article 24), which Fixed Rent for the Option Space shall be payable from and after the Option Space Inclusion Date in equal monthly installments in advance on the first day of each calendar month, in the same manner as the Fixed Rent applicable to the Original Demised Premises, (e) the Option Space Fixed Rent shall be subject to adjustment as provided in Article 2 hereof, (f) all other items of additional rent shall thereafter be computed on the basis of the inclusion of the Option Space in question into the Demised Premises and (g) Tenant shall be entitled to additional tonnage for its supplementary air-conditioning system referred to in Section 23.04(e) of .75 tons for each 1,000 rentable square feet of Option Space (or portion thereof). If the Option Space Inclusion Date shall not be the first day of a month, Rent shall be appropriately adjusted. Section 25.03. Prior to the agreement of Landlord and Tenant, or the determination of the appraisers, Tenant shall, if amortized over the term of the prospective tenantlease of the Option Space shall have commenced, pay as the Option Space Fixed Rent under this Lease eighty-five percent (85%) of the Fixed Rent established by the Landlord's proposed lease. Further, appraiser and in the event the appraisers determine that the Fixed Rent payable pursuant to Section 25.01 is less than the amount of ▇▇▇▇▇▇'s exercise Fixed Rent so paid by Tenant for such period, then Landlord shall promptly refund to Tenant the amount of such overpayment or credit the same against the next payments of Fixed Rent and additional rent for the Demised Premises, in either case with interest at the Interest Rate from the date of such overpayment to the date of such refund or credit, and in the -118- event such appraisers determine that the Fixed Rent payable pursuant to Section 25.01 is more than the amount of Fixed Rent for the Option Space so paid by Tenant for such period, then Tenant shall immediately pay to Landlord the amount of such deficiency with interest at the Interest Rate from the date of such underpayment to the date of such payment. Section 25.04. Tenant agrees to accept the Option Space in question "as is" in its condition and state of repair existing on the Option Space Inclusion Date and understands that Landlord makes no representations, express or implied, as to the condition of the Option Space in question, the building equipment and systems serving the Option Space in question or as to any other thing or fact related thereto, and that no work, decoration, repair, alteration or improvement is to be performed by Landlord to prepare the Option Space in question for Tenant's occupancy. At Tenant's request, Landlord shall enforce any provision of a lease to the tenant then in possession of the Option Space requiring the tenant to remove or restore any alterations or installations from the Option Space upon the expiration of its lease, provided that Landlord shall not be obligated by reason of this provision to commence any litigation or incur any material expenses of enforcement. Landlord shall not be subject to any liability for failure to give possession of the Option Space in question, and the validity of this Lease shall not be impaired under such circumstances, nor shall the same be construed in any wise to extend the Term of this Lease, but the Rents payable hereunder with respect to the Option Space shall be abated until the Option Space Inclusion Date. However, Landlord, at Landlord's cost and expense, shall proceed with reasonable diligence to dispossess any tenant holding over or retaining possession of such space, including the institution of summary dispossess proceedings, and shall not consent to any stay or extension which is inconsistent with Tenant's rights under this Article. The provisions of this Article are intended to constitute "an express provision to the contrary" within the meaning of Section 223-a of the New York Real Property Law or any successor law or ordinance. Section 25.05. If Tenant so elects to lease the Option Space, and fair rental value is agreed to by Landlord and Tenant or by any appraisal in accordance with the procedures set forth in section 24.01(c), Landlord shall deliver to Tenant a lease amendment covering the relevant Option Space (hereinafter called the "Option Lease Amendment") incorporating such fair rental value, and otherwise on the terms and conditions of this Lease and the parties hereto shall promptly execute and exchange the Option Lease Amendment, provided, however, such option exercise and the terms thereof shall be effective notwithstanding the failure of either or both parties to request or to execute and deliver such Option Lease Amendment. Section 25.06. If Tenant does not deliver the Tenant's Option Space Notice within said sixty (60) Business Day period, then Landlord may enter into a lease of the Option Space included in Landlord's Notice with a bona fide third party. If Landlord shall fail to enter into a lease with a bona fide third party within six (6) months after the date Landlord's Notification is given, Tenant's right to lease such Option Space in accordance with this Article 25 shall automatically be reinstated and the provisions of this Article must again be complied with by Landlord. Upon the expiration or earlier termination of any such lease, the provisions of this Article 25 shall again prevail and the Option Space so leased will not be relet without prior notice to Tenant and the opportunity for Tenant to lease such Option Space in accordance with the terms of this Article 25. Nothing herein shall be deemed to limit Landlord's right to freely discuss and negotiate with third parties for the leasing of any space and Tenant's sole right will be to make the election to enter into a lease with Landlord after Landlord's Notification as described above. Section 25.07. The termination of this Lease shall also terminate and render void all of Tenant's options or elections under this Article 25 whether or not the same shall have been exercised; and nothing contained in this Article shall prevent Landlord from exercising any right or action granted to or reserved by Landlord in this Lease to terminate this Lease. None of Tenant's options or elections set forth in this Article 25 may be severed from this Lease or separately sold, assigned or transferred. Section 25.08. The right of first offering granted pursuant to this Article shall be subject and subordinate to any option, renewal option, additional space option, expansion option, right of first offer, right of first refusal, or other right to lease or occupy the Option Space, or portions hereof, granted by Landlord to any tenant as to any Option Space in the Building or any entity whatsoever other than Tenant in any now existing lease (including, without limitation, the existing leases with the National Football League and ▇▇▇▇▇▇ ▇▇▇▇ LLC) or Initial Lease, but shall execute an addendum not be subject and subordinate to this any renewal or extension of any such existing lease or Initial Lease presented by the Landlord setting forth the inclusion of the adjacent space into the Premises on the foregoing terms. If the Tenant fails to exercise the right of first refusal within the 15 day period specified above, Landlord shall be free to lease the adjacent space to the offeror or any other prospective tenant for the same or greater rental, provided beyond the term of such rental commences within one year of the Landlord's initial notice to the Tenant and, if so rented, such adjacent space shall no longer be subject to this right of first refusal. (b) Notwithstanding the foregoing, this right of first refusal shall not apply years as may have been initially provided for therein or as to any space leased by the Landlord to any other tenant either (i) during such time as an uncured event of default by the Tenant exists under this Lease or (ii) after Tenant has failed to exercise its option to extend the Term as hereinabove extension thereof not initially provided and the time for notice to do so prior to the Expiration Date has passedtherein.

Option Space. The Landlord hereby grants to the Tenant is hereby granted a right of first refusal an option, exercisable as hereinafter provided, to lease additional space in all of the Building which is adjacent to rentable area located on the Premises, upon the following terms and conditions: (a) If Landlord receives a bona fide offer to lease a portion 43rd floor of the Building which is adjacent to (known as Block 1265, Lot 1047) substantially as shown hatched on the Premises, Landlord shall submit to Tenant, in writing, diagram attached hereto as Exhibit E (“Option Space”) for a summary of term commencing on the Minimum Annual Rent Option Space Term Commencement Date and additional rent which ending on the prospective tenant of the adjacent space has offered to pay, together with a notice of ▇▇▇▇▇▇'s right to exercise the right of first refusal to rent the adjacent space. Tenant shall be afforded 15 days from the expiration date of the Landlord's notice term of this Lease as it may be extended pursuant to Article 32 (or on such earlier date upon which said term may expire or be terminated pursuant to / this Lease or pursuant to law). The parties agree that, for all purposes of this Lease, the Option Space shall be deemed to contain 33,070 rentable square feet. The Tenant in may exercise its option with respect to the Option Space only by Notifying the Landlord of its election on or prior to the Option Exercise Date (as to which to exercise the right of first refusal. Exercise date time is of the right of first refusal must be made by written notice thereof essence). The “Option Exercise Date” shall mean the date occurring 15 months prior to Landlord delivered within such 15 day periodthe Anticipated Vacancy Date. If exercised, Tenant The “Anticipated Vacancy Date” shall be obligated to lease the adjacent space which was date the subject of Landlord in good faith anticipates that the Landlord's notice for the same Minimum Annual Rent and additional rent as was offered by the prospective tenantOption Space will be vacant, but with all other terms (such as the Term of the lease) being the same as set forth in this Lease as if a notice (the adjacent space was originally a part “Anticipated Vacancy Notice”) delivered to Tenant reasonably promptly following the Landlord’s leasing of the Premises from Option Space to a third party (or parties), provided that the Commencement Anticipated Vacancy Date shall in no event occur prior to the 10th anniversary of the term commencement date nor subsequent to the 12th anniversary of the term commencement date. If the Landlord does not give an Anticipated Vacancy Notice by the date occurring 19 months prior to the 10th anniversary of the term commencement date, the Anticipated Vacancy Date shall be deemed to be such 10th anniversary and the Option Exercise Date shall be the date occurring 15 months prior thereto. If the Landlord gives an Anticipated Vacancy Notice, then such Anticipated Vacancy Notice shall set forth the Option Exercise Date; provided. Notwithstanding anything herein contained to the contrary, the Landlord shall have the right, subsequent to the giving of an Anticipated Vacancy Notice, to give a subsequent Anticipated Vacancy Notice and to revise the Anticipated Vacancy Date (it being stipulated, however, that the Landlord may not accelerate or postpone the prior Anticipated Vacancy Date by more than one year and that the Anticipated Vacancy Date shall in no event occur prior to the 10th anniversary of the term commencement date or later than the 12th anniversary of the term commencement date), in which case (i) if the prospective tenant had agreed Tenant has not previously exercised its option with respect to lease office space with tenant improvements the Option Space, the Option Exercise Date shall mean the date occurring either (x) 15 months prior to be paid the revised Anticipated Vacancy Date if the revised Anticipated Vacancy Date is to occur 19 months or more after the date on which such subsequent Anticipated Vacancy Notice is given or (y) 4 months after the date on which such subsequent Anticipated Vacancy Notice is given if the revised Anticipated Vacancy Date is to occur within 19 months after the date on which such subsequent Anticipated Vacancy Notice is given and (ii) the revised Anticipated Vacancy Date set forth in the last Anticipated Vacancy Notice given by the Landlord shall be deemed to be the “Anticipated Vacancy Date” for purposes of this Article 31. The Tenant shall not have any claim against the Landlord nor any right to rescind this Lease and the Landlord shall not be liable if the Tenant hereunder agrees Landlord is unable to take such space without obtain vacant possession of the improvementsOption Space, ▇▇▇▇▇▇'s Minimum Annual Rent whether before or after the Anticipated Vacancy Date, provided that so long as the Tenant’s option under this Article 31 is in effect, the Landlord shall be reduced by not enter into a lease conveying any portion of the cost Option Space that expires after the 12th anniversary of such foregone tenant improvements, as if amortized over the term commencement date and subject to the Landlord’s obligation to use commercially reasonable efforts to obtain possession of the prospective tenant's proposed leaseOption Space on the Anticipated Vacancy Date including the institution and prosecution of summary proceedings or other appropriate legal action to obtain possession of the Option Space. Further, The foregoing sentence shall constitute “an express provision to the contrary” as such phrase is used in Section 223-a of the event Real Property Law of ▇▇▇▇▇▇'s the State of New York and shall constitute a waiver of the Tenant’s rights pursuant to such Section 223-a and any other law of like import now or hereafter in force; provided that the Tenant shall have the right to revoke its exercise of its option with respect to the right of first refusal, ▇▇▇▇▇▇ shall execute an addendum to this Lease presented by Option Space if the Landlord setting forth has not delivered the inclusion of the adjacent space into the Premises on the foregoing terms. If the Tenant fails to exercise the right of first refusal within the 15 day period specified above, Landlord shall be free to lease the adjacent space to the offeror or any other prospective tenant for the same or greater rental, provided the term of such rental commences Option Space in accordance with this Article 31 within one year of after the Landlord's initial Anticipated Vacancy Date by notice to the Tenant and, if so rented, such adjacent space shall no longer be subject to this right of first refusal. (b) Notwithstanding the foregoing, this right of first refusal shall not apply to any space leased by the Landlord to any other tenant either (i) during such time as an uncured event of default given by the Tenant exists under this Lease or (ii) to the Landlord within 30 days after Tenant has failed to exercise its option to extend the Term as hereinabove provided end of such one-year period and the time for notice to do so prior to delivery of the Expiration Date has passedOption Space.