OPTION FOR ADDITIONAL SPACE

A. Provided Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed beyond the applicable grace period for the curing of any such default and (b) Tenant (and/or any subsidiaries or affiliates of Tenant as provided in Article __________) in contradistinction to subtenants or other occupants shall then be in occupancy of at least twenty-five (25%) percent of the space leased to Tenant under this Lease (for the purpose of this Article any space leased to Tenant under this Lease which has been eliminated from the premises pursuant to the provisions of Article ________ shall be deemed space leased to Tenant under this Lease.

Tenant shall have the option, subject to the provisions of this Article, exercisable in accordance with the provisions of paragraph B of this Article to lease and add to the premises any space between the ___________ through _________ floors of the Building, both inclusive, plus the _________ floor of the Building, which becomes available for leasing during that portion of the term occurring after the first (1st) anniversary of the term commencement date. No such space shall be deemed available for leasing if ___________________ , the then tenant of such space, or any assignee of such tenant, shall enter into (i) any agreement with Landlord extending the letting agreement affecting such space, or (ii) any new lease with Landlord affecting such space or (y) any other tenant in the Building, including, but not limited to, ______________ ___________ or any assignee of such other tenant shall exercise any contractual option or right which such tenant has to lease such space provided such option or right was granted prior to __________________ . In the event Landlord shall offer any space to Tenant under the provisions of this Article such rights of any existing tenant or assignee shall then cut off, as against Tenant, unless Tenant does not accept such offer.
Notwithstanding the foregoing provisions of this paragraph and the ____ paragraph of Article ________ , Tenant shall not have the right to lease and add to the premises any such space which becomes available for leasing if, at the time of the exercise of such option by Tenant, the remaining term of this Lease is less than five (5) years. Notwithstanding anything to the contrary contained in this Article and Article _________ , Landlord shall be entitled to lease to _______________________ or any successors or affiliates thereof (using the Code definition of affiliates) or any assignee of its interest in its lease, before offering such space to Tenant, one (1) full floor of any of the ____ , ____ or _____ floors of the Building and no such space on such floor which Landlord leases to such party shall be deemed available for leasing for the purposes of this Article and Article _______ .

B. In the event that any such space shall become or about to become available for leasing in accordance with the provisions of paragraph A, Landlord shall give notice thereof to Tenant (any such notice is referred to as an Availability Notice), which Notice must be given not earlier than (a) twenty-four (24) months with respect to space constituting more than one (1) entire floor) and (b) eighteen (16) months (with respect to space constituting one (1) entire floor or less), prior to the date set forth in such Notice on which such space is expected to become vacant and available for leasing and, in such event Tenant shall have the option, exercisable only by notice given to Landlord within forty-five (45) days next following the date of the giving of such Availability Notice to lease and add such space to the premises; (any such space is referred to as an Additional Option Space; any such date set forth in an Availability Notice is referred to as an Applicable Expected Vacancy Date; and any notice given by Tenant to Landlord exercising any such option is referred to as an Additional Option Notice).

Notwithstanding the foregoing provisions of this Article to the contrary, in the event Tenant does not exercise such option Landlord shall not be permitted to offer any such space to a third party such space comprises more or less than the space referred to in the Availability Notice unless Landlord first offers such lesser or greater amount of such space to Tenant in accordance with the provisions of this Article. In the event that any Additional Option Space shall become available for leasing sooner than the Applicable Expected Vacancy Date because of the termination of the term of the lease affecting such space by reason of the default or insolvency of the tenant thereunder, as opposed to the expiration of said lease prior to its original expiration date, Landlord shall have the right to accelerate the Applicable Expected Vacancy Date by not less than thirty (30) days notice to Tenant. Any such space shall be leased and added to the premises at an annual rental rate equal to ninety-five (95%) percent of the fair market annual rental of the applicable Additional Option Space on the commencement date of the term applicable thereto, as determined by agreement between Landlord and Tenant or by arbitration in accordance with the provisions of paragraph G hereof, but such Additional Option Space shall otherwise be leased and added to the premises upon the same executory terms, covenants and conditions as are contained in this Lease (including, but not limited to, the Base Year set forth in Article _______________ , which Base Year shall be taken into consideration in the determination of the fair market annual rental) except as otherwise provided in this Article, adjusted to reflect (x) the number of rentable square feet contained in the applicable Additional Option Space, (as set forth in Exhibit 1-6 or if the Additional Option Space shall contain any space constituting less than a full floor the number of rentable square feet contained in such portion of the Additional Option Space so constituting less than a full floor shall be as set forth by Landlord in such Availability Notice and determined in the same manner as the rentable square feet were determined in the original portion of the premises and as required by the provisions of this Lease), and that the term shall commence on the Applicable Expected Vacancy Date, as the same may have been accelerated by Landlord pursuant to the provisions of this paragraph, subject, however, to the provisions of paragraph C.

C. (a)Landlord and Tenant acknowledge the possibility that all or any of the tenants or occupants of any Additional Option Space may not have vacated and surrendered all or any portions of the Additional Option Space to Landlord by the Applicable ExpectedVacancy Date. Accordingly, notwithstanding anything to the contrary contained in paragraphs A or B or in any Availability Notice, the term of this Lease applicable to the Additional Option Space shall commence (i) on the Applicable Expected Vacancy Date with respect to those portions, if any, of the Additional Option Space which are vacant on the Applicable Expected Vacancy Date, and (ii) with respect to those portions, if any, of the Additional Option Space which are not vacant on the Applicable Expected Vacancy Date, on the respective later date or dates upon which such portions of the Additional Option Space become vacant and Landlord gives notice to Tenant of such vacancy;

(b) The expiration date of this Lease shall not be affected thereby; the increases in the total monthly installments of fixed rent reserved hereunder and the Monthly Fixed Rent Payable, the Tenant’s Area, and all other modifications of this Lease resulting from the application of the provisions of this Article shall be equitably adjusted to reflect the fact that all or any portions of the Additional Option Space have not been leased and added to the premises on the Applicable Expected Vacancy Date but are leased and added to the premises on a date or dates after the Applicable Expected Vacancy Date

(c) Except as set forth in this sentence, neither the validity of this Lease nor the obligations of Tenant under this Lease shall be affected thereby; and

d) Tenant waives any rights under Section 223-a of the Real Property Law of New York or any successor statute of similar import to rescind this Lease and further waives the right to recover any damages against Landlord which may result from the failure of Landlord to deliver Possession of all or any portions of the Additional Option Space on the Applicable Expected Vacancy Date.

D. It is understood and agreed that time is. of the essence with respect to the exercise of any option pursuant to this Article and that if Tenant does not exercise such option within the time limitation set forth in paragraph B1 any notice purporting to exercise such option given after the expiration of such time limitation shall be void and of no force and effect.

In the event that Tenant shall timely exercise any option set forth in this Article then, on the effective commencement date of the term applicable to any Additional Option Space, this Lease shall be deemed modified as follows:

i) The premises shall include the Additional Option Space (together with all fixtures, equipment, installations and appurtenances which at the commencement of or during the term of this Lease with respect to the Additional Option Space are thereto attached (except items not deemed to be included therein and removable by Tenant as provided in Article Fourth), for all purposes of this Lease;

(ii) The fixed rent shall be increased by ninety-five (95%) percent of the fair market annual rental value for the Additional Option Space as of the effective commencement date of the term applicable thereto as determined by agreement between Landlord and Tenant or by arbitration as provided in paragraph G with respect to the period from the effective commencement date of the term applicable to the Additional Option Space to the expiration date both dates inclusive, and the total monthly installments of the fixed rent reserved hereunder and the monthly Fixed Rent Payable shall be increased accordingly to conform with such increase in the fixed rent. In the event that the term applicable to the Additional Option Space shall commence on a date other than the first day of any month, the monthly installment of the fixed rent reserved hereunder and the Monthly Fixed Rent payable for the month during which the term applicable to the Additional Option Space shall commence shall be increased pro rata to reflect such increase in the fixed rent; and

(iii) The Tenant’s Area, as defined in Article _________ , shall be increased by the number of rentable square feet set forth in the Availability Notice as contained in the Additional Option Space;

F. Tenant agrees to accept each Additional Option Space in the condition which shall exist on the commencement date of the term applicable thereto as is and further agrees that Landlord shall have no obligation to perform any work or make any installations in order to prepare such space for Tenant’s occupancy, provided however, in the event any Additional Option Space shall be on the ________ through _________ floors, both inclusive, Landlord agrees, at its cost and expense, and upon Tenant's request to program the passenger elevators serving such Space to be in the same elevator bank as the presently configured elevator bank of floors _________ .

G. In the event Landlord and Tenant are unable to agree as to the fair market annual rental value of any Additional Option Space on or before the date one (1) year immediately preceding the commencement date of the term applicable thereto (or, if the Additional Option Notice is given less than one (1) year immediately preceding such commencement date, on or before the date twenty (20) days next following the giving of the Additional Option Notice), then, upon the demand of either Landlord or Tenant such fair market annual rental value shall be determined by arbitration in the same manner as provided in Article First with respect to the determination of the fixed rent applicable to any option space, except that if the Additional Option Notice is given less than one (1) year immediately preceding such commence-ment date the dates for the submission of Landlord's Estimate, Landlord's Determination, Tenant's Determination, the Arbitration Notice and all other relevant dates set forth in Article First for the determination of such fixed rent shall be appropriately and equitably adjusted with respect to the Additional Option Space in question by agreement between Landlord and Tenant, and if they fail to agree upon such appropriate and equitable adjust-ment of such dates, such adjustment of such dates shall be deter-mined by arbitration in accordance with the provisions of Article ________ . Notwithstanding anything to the contrary set forth in the foregoing sentence however, Tenant shall have no right, similar to the right contained in Article First to terminate any leasing of any Additional Option Space. In the event that the fair market annual rental value of any Additional Option Space has not been finally determined by the commencement date of the term thereof, Tenant shall pay to Landlord interim fixed rent for such space until the fair market annual rental value is finally determined, in an amount equal to the product of (X) the then fixed rent per rentable square foot of the premises and (Y) the number of rentable square feet contained in the Additional Option Space in question. When such fixed rent is finally determined, the fixed rent for the period during which Tenant has paid interim fixed rent pursuant to the foregoing sentence shall be recomputed and, if such recomputed fixed rent for such period is in excess of the interim fixed rent paid by Tenant, the Tenant shall, within ten (10) days after such amount has been finally determined, pay to Landlord an amount equal to such excess, or if such recomputed fixed rent for' such period is less than the interim fixed rent paid by Tenant, Landlord shall, within ten (10) days after such amount has been finally determined, pay to Tenant an amount equal to such overpayment, failing which Tenant may apply such amount against the next due Monthly Fixed Rent Payable and all additional rent under the provisions of Article _____ .

H. (i) Upon request of Landlord or Tenant, the parties from time to time, shall execute and deliver to the other, instruments, in form reasonably satisfactory to Landlord, stating whether or not Tenant has exercised any right to lease any Additional Option Space pursuant to the provisions of this Article;

(ii) Upon the request of Landlord or Tenant, the parties from time to time, shall execute and deliver to the other, instruments, in form reasonably satisfactory to Landlord, setting forth all of the modifications to this Lease resulting from the exercise of any such options, including, but not limited to, the increases in the fixed rent resulting therefrom; and

(iii) Neither the failure of Landlord or Tenant to request the execution of any such instrument nor Landlord's or 'Tenant’s failure to execute and deliver such instrument shall vitiate any of the provisions of this Article.