Failure to Exercise. In the event that Tenant fails to exercise its right as aforesaid within thirty (30) days of the date the Available ROFO Notice is given to Tenant or, in the event Tenant shall have exercised its right and Tenant shall not have executed an amendment of this Lease as aforesaid within thirty (30) days from the date the Tenant is given such an Amendment, Tenant shall be deemed to have waived its right under this Rider Section 2. Except for such waiver, Tenant’s rights under this Section are continuous and, therefore, if the lease in favor of a third party of the Available ROFO Space expires or otherwise terminates, and Landlord desires to accept an offer to lease such Available ROFO Space after the expiration or termination of a third party lease, Landlord shall again give Tenant notice of its right to lease such Available ROFO Space (subject to the provisions of this Rider Section 2).

Failure to Exercise. In the event that Tenant fails to exercise its right as aforesaid within thirty (30) days of the date the Partial Floor ROFO Notice is given to Tenant or, in the event Tenant shall have exercised its right and Tenant shall not have executed an amendment of this Lease as aforesaid within thirty (30) days from the date the Tenant is given such an Amendment, Tenant shall be deemed to have waived its right under this Rider Section 1. Except for such waiver, Tenant’s rights under this Rider Section 1 are continuous and, therefore, if the lease in favor of a third party of the Partial Floor ROFO Space expires or otherwise terminates, and Landlord desires to accept an offer to lease such Partial Floor ROFO Space after the expiration of the third party Lease, Landlord shall again give Tenant notice of its right to lease such Partial Floor ROFO Space (subject to the provisions of this Rider Section 1).

Amended Lease. If: # Tenant fails to timely deliver an Exercise Notice, or # after the expiration of a period of 20 days after Landlord’s delivery to Tenant of a lease amendment for Tenant’s lease of the ROFO Space, no lease amendment for such applicable space acceptable to both parties each in their reasonable discretion after using diligent good faith efforts to negotiate the same, has been executed, Tenant shall, notwithstanding anything to the contrary contained herein, be deemed to have forever waived its right to lease the ROFO Space and the terms of this Section 39 shall thereafter be of no further force or effect.

If # Landlord shall have sent an Available ROFO Notice to Tenant and Tenant fails to exercise its option under this Rider Section 2 with respect to a particular Available ROFO Space (or is deemed to have waived such options), and # Landlord fails to enter into a lease or other occupancy agreement covering all or any portion of such Available ROFO Space within nine (9) months after the date of Tenant’s response (or deemed response) to such Available ROFO Notice (provided, that such 9-month period shall be tolled during all periods that Landlord shall be then actively negotiating the leasing or occupancy of all or any portion of such Available ROFO Space directly or through a broker or agent) then, Landlord shall again comply with the applicable provisions and conditions of this Rider Section 2 before leasing such Available ROFO Space to any third party (to the extent applicable and subject to the this Rider Section 2).

Failure to Exercise. In the event that Tenant fails to exercise its right as aforesaid within thirty (30) days of the date the Full Floor Availability Notice is given to Tenant or, in the event Tenant shall have exercised its right and Tenant shall not have executed an amendment of this Lease as aforesaid within thirty (30) days from the date the Tenant is given such an Amendment, Tenant shall be deemed to have waived its right under this Rider Section 6.

Notwithstanding Rider [Section 2(h)(i)] above, if any Available ROFO Space shall not be available for Tenant’s occupancy for any reason on or before the six (6)-month anniversary of the Anticipated Available ROFO Delivery Date (subject to extension due to Force Majeure Causes, delays to the extent caused by Tenant, and/or delays caused by the holding over of the prior tenant (provided, Landlord shall diligently enforce all of its rights and remedies under such prior tenant’s lease with respect to such prior tenant’s holdover, including, but not limited to, instituting holdover proceedings against such prior tenant; provided, further, such delay due to such holding over of the prior tenant shall not exceed ninety (90) days in the aggregate)), then Tenant may, as its sole remedy (except as otherwise provided in the following sentence), rescind the exercise of its option under this Rider Section 2 with respect thereto by giving notice of such rescission to Landlord within thirty (30) days after the six (6)-month anniversary of the Anticipated Available ROFO Delivery Date (as may be extended pursuant to this sentence). If Tenant shall not have elected to rescind the exercise of its option under this Rider Section 2 pursuant to the immediately preceding sentence within such 30-day period, then, if any Available ROFO Space shall not be available for Tenant’s occupancy for any reason on or before the three (3)-month anniversary of the expiration of such 30-day period (subject to extension due to Force Majeure Causes (including holding over of the prior tenant) and/or delays to the extent caused by Tenant), then Tenant again may, as its sole remedy, rescind the exercise of its option under this Rider Section 2 with respect thereto by giving notice of such rescission to Landlord within thirty (30) days after such three (3)-month anniversary (as may be extended pursuant to this sentence). Landlord shall use commercially reasonable efforts to remove any prior tenant holding over in the applicable Available ROFO Space.

Failure to Exercise. In the event that Tenant fails to exercise its right as aforesaid within thirty (30) days of the date the 26th Floor Availability Notice is given to Tenant or, in the event Tenant shall have exercised its right and Tenant shall not have executed an amendment of this Lease as aforesaid within thirty (30) days from the date the Tenant is given such an Amendment, Tenant shall be deemed to have waived its right under this Rider Section 4.

If # Landlord shall have sent a Partial Floor ROFO Notice to Tenant and Tenant fails to exercise its option under this Rider Section 1 with respect to a particular Partial Floor ROFO Space (or is deemed to have waived such options), and # Landlord fails to enter into a lease or other occupancy agreement covering all or any portion of such Partial Floor ROFO Space within nine (9) months after the date of Tenant’s response (or deemed response) to such Partial Floor ROFO Notice (provided, that such 9-month period shall be tolled during all periods that Landlord shall be then actively negotiating the leasing or occupancy of all or any portion of such Partial Floor ROFO Space directly or through a broker or agent) then, Landlord shall again comply with the applicable provisions and conditions of this Rider Section 1 before leasing such Partial Floor ROFO Space to any third party (to the extent applicable and subject to the this Rider Section 1).

If Tenant has not exercised its ROFO in accordance with this Exhibit I above, and Landlord receives a bona fide proposal or makes a proposal for all or any of the ROFO Space, Landlord shall notify Tenant of the space for which there was such a proposal and the terms received or offered. Tenant shall have three (3) business days within which to respond with an exercise of Tenant's right to lease the applicable ROFO Space that was the subject of such proposal at the terms contained in such proposal.

Failure to Exercise. In the event that Tenant fails to exercise its right as aforesaid within thirty (30) days of the date the 27th Floor Availability Notice is given to Tenant or, in the event Tenant shall have exercised its right and Tenant shall not have executed an amendment of this Lease as aforesaid within thirty (30) days from the date the Tenant is given such an Amendment, Tenant shall be deemed to have waived its right under this Rider Section 5.