THE
LEASED PREMISES FOR AN INITIAL TERM (SUCH TERM, AS EXTENDED OR RENEWED IN
ACCORDANCE WITH THE PROVISIONS HEREOF, BEING CALLED THE "TERM") COMMENCING ON
THE DATE HEREOF (THE "COMMENCEMENT DATE") AND ENDING AT 11:59 P.M. (EST) ON
MARCH 31, 2024 (THE "EXPIRATION
15
DATE"), UNLESS THIS LEASE IS SOONER TERMINATED IN ACCORDANCE WITH THE EXPRESS
PROVISIONS HEREOF OR APPLICABLE LAW.
(B)
PROVIDED THAT IF, ON OR PRIOR TO THE EXPIRATION DATE OR ANY OTHER
RENEWAL DATE (AS HEREINAFTER DEFINED) THIS LEASE SHALL NOT HAVE EXPIRED OR HAVE
BEEN TERMINATED PURSUANT TO ANY PROVISION HEREOF, THEN TENANT SHALL HAVE THE
OPTION TO EXTEND THE TERM OF THIS LEASE ON THE EXPIRATION DATE AND ON THE TENTH
(10TH) AND FIFTEENTH (15TH) ANNIVERSARIES OF THE EXPIRATION DATE (THE EXPIRATION
DATE AND EACH SUCH ANNIVERSARY BEING A REFERRED TO HEREIN AS A "RENEWAL DATE"),
FOR AN ADDITIONAL PERIOD OF TEN (10) YEARS, WITH RESPECT TO THE FIRST RENEWAL
OPTION, AND FIVE (5) YEARS EACH WITH RESPECT TO THE SECOND AND THIRD RENEWAL
OPTIONS (EACH SUCH EXTENSION, A "RENEWAL TERM").
EACH APPLICABLE RENEWAL TERM
SHALL BE EXERCISABLE BY TENANT ONLY BY DELIVERING WRITTEN NOTICE TO LANDLORD IN
THE FORM ATTACHED HERETO AS EXHIBIT "F" AT LEAST TWELVE (12) MONTHS PRIOR TO THE
NEXT RENEWAL DATE THAT TENANT IS ELECTING TO EXTEND THE TERM OF THIS LEASE (IN
WHOLE OR IN PART AND, IF IN PART, IDENTIFYING ALL FLOORS TO BE RENEWED) AS OF
THE NEXT RENEWAL DATE FOR THE APPLICABLE RENEWAL TERM; TIME BEING OF THE ESSENCE
WITH RESPECT TO THE GIVING OF SUCH WRITTEN NOTICE.
SUCH NOTICE BY TENANT
HEREUNDER SHALL BE IRREVOCABLE AND THE PARTIES SHALL BE THEREAFTER BOUND TO
DETERMINE FMRV FOR THE APPLICABLE RENEWAL TERM IN ACCORDANCE WITH PARAGRAPH 29
HEREOF.
ANY SUCH EXTENSION OF THE TERM SHALL BE SUBJECT TO ALL OF THE
PROVISIONS OF THIS LEASE, AS THE SAME MAY BE AMENDED, SUPPLEMENTED OR MODIFIED
BY SUBSEQUENT WRITTEN AGREEMENT EXECUTED BY AND BETWEEN LANDLORD AND TENANT
(EXCEPT THAT TENANT SHALL NOT HAVE THE RIGHT TO ANY ADDITIONAL RENEWAL TERMS
OTHER THAN AS AFORESAID).
(C)
IN ADDITION TO TENANT'S OPTION TO EXTEND THE TERM OF THIS LEASE
WITH RESPECT TO THE ENTIRETY OF THE LEASED PREMISES, TENANT SHALL HAVE THE
OPTION TO EXTEND THE TERM OF THIS LEASE WITH RESPECT TO ONLY A PORTION OF THE
LEASED PREMISES BY NOTICE GIVEN IN ACCORDANCE WITH PARAGRAPH 5(B) ABOVE,
PROVIDED THAT (I) ANY PARTIAL EXTENSION OF THE TERM MUST BE WITH RESPECT TO FULL
FLOORS INCREMENTS ONLY OF THE BUILDING, (II) ANY PARTIAL EXTENSION OF THE TERM
MUST INCLUDE ALL FLOORS CONSTITUTING "SPECIAL PURPOSE REAL ESTATE" (I.E. REAL
ESTATE THAT IS NOT THEN CONFIGURED FOR GENERAL, EXECUTIVE, AND ADMINISTRATIVE
OFFICE USE, SUCH AS THE CELLAR SPACE, THE FLOORS HOUSING THE AUDITORIUM AND
RELATED LOBBY AND GALLERY SPACE THAT IS DESIGNATED UNDER THE TERMS OF SEVERANCE
LEASE FOR USE AS PUBLIC AMENITY SPACE (THE "SPU AREAS"), THE CAFETERIA AREAS
(FLOORS 14 AND 15) AND EDITORIAL FLOORS (FLOORS 2, 3 AND 4),