THE ESSENCE).
NOTWITHSTANDING THE FOREGOING, LANDLORD, IN ITS SOLE
DISCRETION, MAY WAIVE ANY DEFAULT BY TENANT AND NO SUCH DEFAULT MAY BE USED BY
TENANT TO NEGATE THE EFFECTIVENESS OF TENANT'S EXERCISE OF THIS OPTION.
THE
RENEWAL OPTION MAY BE EXERCISED WITH RESPECT TO (A) THE ENTIRE DEMISED PREMISES
(AS THEN CONSTITUTED), OR (B) THE ENTIRE THIRD FLOOR ONLY, OR (C) THE ENTIRE
THIRD FLOOR AND ANY OF THE FOLLOWING BLOCKS OF SPACE:
THE 2ND FLOOR EXPANSION
SPACE, THE 6TH FLOOR EXPANSION SPACE AND/OR ANY OFFER SPACE, PROVIDED THAT THE
APPLICABLE SPACE HAS THEN BEEN LEASED BY TENANT PURSUANT TO THE APPLICABLE
PROVISIONS OF THIS LEASE.
IF TENANT SENDS A RENEWAL NOTICE BUT FAILS TO SPECIFY
WHETHER TENANT IS EXERCISING THE RENEWAL OPTION WITH RESPECT TO THE ENTIRE
DEMISED PREMISES OR WITH RESPECT TO ONLY A PORTION OF THE DEMISED PREMISES,
TENANT SHALL BE DEEMED TO HAVE EXERCISED THE RENEWAL OPTION FOR THE ENTIRE
DEMISED PREMISES. THE RENEWAL TERM SHALL CONSTITUTE AN EXTENSION OF THE TERM OF
THIS LEASE AND SHALL BE UPON ALL OF THE SAME TERMS AND CONDITIONS AS THE
EXISTING TERM, EXCEPT THAT (A) THERE SHALL BE NO FURTHER OPTION TO RENEW THE
TERM OF THIS LEASE, (B) LANDLORD SHALL NOT BE REQUIRED TO FURNISH ANY MATERIALS
OR PERFORM ANY WORK TO PREPARE THE DEMISED PREMISES FOR TENANT'S CONTINUED
OCCUPANCY AND LANDLORD SHALL NOT BE REQUIRED TO REIMBURSE OR PROVIDE TENANT ANY
TENANT IMPROVEMENT
79
ALLOWANCE FOR ANY ALTERATIONS MADE OR TO BE MADE BY TENANT, AND (C) THE BASIC
ANNUAL RENT FOR THE RENEWAL TERM SHALL BE PAYABLE AT A RATE PER ANNUM EQUAL TO
THE FAIR OFFER RENTAL OF THE DEMISED PREMISES (OR THE APPLICABLE PORTION
THEREOF) AS OF THE FIRST DAY OF THE RENEWAL TERM.
DURING THE RENEWAL TERM, ALL
ADDITIONAL RENT THAT TENANT IS OBLIGATED TO PAY UNDER ARTICLE 3 OF THIS LEASE
DURING THE EXISTING TERM HEREOF SHALL CONTINUE WITHOUT INTERRUPTION OR FURTHER
ADJUSTMENT, IT BEING THE INTENTION OF THE PARTIES HERETO THAT THE RENEWAL TERM
SHALL BE DEEMED A PART OF AND CONTINUATION OF THE EXISTING TERM OF THIS LEASE.
IF TENANT EXERCISES THE RENEWAL OPTION FOR LESS THAN ALL OF THE DEMISED
PREMISES, TENANT'S OBLIGATIONS UNDER ARTICLE 3 AND THE PARKING SPACES MADE
AVAILABLE TO TENANT SHALL EACH BE PROPORTIONATELY REDUCED TO REFLECT THE SQUARE
FOOTAGE CONTAINED IN THE PORTION OF THE DEMISED PREMISES THAT IS THE SUBJECT OF
THE RENEWAL NOTICE.
"FAIR OFFER RENTAL", FOR PURPOSES OF THIS ARTICLE 45, MEANS
THE BASIC ANNUAL RENT THAT A WILLING TENANT WOULD PAY PURSUANT TO A DIRECT LEASE
AND A WILLING LANDLORD WOULD ACCEPT FOR THE DEMISED PREMISES FOR A RENEWAL TERM
PURSUANT TO A DIRECT LEASE FOR THE RENEWAL TERM, DETERMINED ON THE BASIS OF THEN
CURRENT PREVAILING RENT IN THE BUILDING AND COMPARABLE FIRST-CLASS OFFICE
BUILDINGS IN THE VICINITY OF THE BUILDING, FOR COMPARABLE SPACE ON A DIRECT
LEASE BASIS, TAKING INTO ACCOUNT ALL RELEVANT FACTORS, WHETHER FAVORABLE TO
LANDLORD OR TENANT, INCLUDING THAT THE EXISTING BASE YEARS