Contract analysis

Section 1. ROFO Space Definition. 1.1 For purposes of this Exhibit F, the term "ROFO Space" shall mean any full floor on Floors 30, 31, 32, or 33 of the Building (each such floor comprising approximately 37,000 rentable square feet ("RSF"), as measured in accordance with the measurement standards set forth in the Lease) that becomes "Available" (as defined in Section 1.2 below) during the Term of the Lease, including

Section 2. Subordination to Existing Rights. 2.1 Tenant acknowledges and agrees that Tenant's right of first offer under this Exhibit F is expressly subordinate and subject to the existing lease, renewal, extension, expansion, and other occupancy rights of Kestrel Insurance Holdings Inc., a Delaware corporation ("Kestrel"), the current tenant occupying Floors 30, 31, and 32 of the Building pursuant to that certain le

Section 3. Landlord's Obligation to Offer ROFO Space. 3.1 Before Landlord markets, advertises, or offers any Available ROFO Space to any third party (other than pursuant to Kestrel's existing rights as described in Section 2 above), Landlord shall deliver written notice to Tenant (a "ROFO Notice") setting forth the terms upon which Landlord is willing to lease such ROFO Space. 3.2 Each ROFO Notice shall specify the f

Section 4. Tenant's Acceptance Period. 4.1 Tenant shall have fifteen (15) business days after receipt of the ROFO Notice (the "ROFO Acceptance Period") within which to deliver written notice to Landlord (a "ROFO Acceptance Notice") irrevocably electing to lease the Available ROFO Space on the Offered Terms set forth in the ROFO Notice. As used herein, the term "business day" shall mean any day other than a Saturday,

Section 5. Lease of ROFO Space Upon Acceptance. 5.1 If Tenant timely delivers a valid ROFO Acceptance Notice in accordance with Section 4, Landlord and Tenant shall, within thirty (30) days following the date of the ROFO Acceptance Notice, execute an amendment to the Lease (or, at Landlord's sole election, a separate lease document) incorporating the ROFO Space into the Premises on the Offered Terms. Tenant acknowled

Section 6. Landlord's Right to Lease to Third Parties. 6.1 If Tenant fails to timely accept the Offered Terms within the ROFO Acceptance Period in accordance with Section 4 (whether by failing to deliver a ROFO Acceptance Notice, by delivering a notice declining the ROFO Space, or by delivering a purported acceptance that is deemed a rejection under Section 4.2), Landlord shall thereafter be free to lease the ROFO Sp

Section 7. Recurring Nature of ROFO Right. 7.1 Tenant's ROFO right under this Exhibit F is a recurring right that shall apply each time any ROFO Space becomes Available during the Term of the Lease, including during any Renewal Term exercised by Tenant in accordance with the terms of the Lease, subject in all cases to the subordination to Kestrel's rights set forth in Section 2 and to the satisfaction of the conditio

Section 8. Conditions to Exercise. 8.1 Tenant's right to exercise the ROFO right under this Exhibit F is subject to the satisfaction of each of the following conditions at both (a) the time of Tenant's delivery of the ROFO Acceptance Notice and (b) the time of execution of the amendment to the Lease (or separate lease) incorporating the ROFO Space: (a) The Lease is in full force and effect and has not been terminated

Section 9. ROFO Right Personal to Tenant. 9.1 The right of first offer set forth in this Exhibit F is personal to Aurelius Media Holdings Inc. and any successor entity to which the Lease has been assigned pursuant to a change of control assignment as defined in and permitted by the Lease. The ROFO right may not be exercised by, transferred to, or assigned to any subtenant, assignee (other than a successor entity resu

Section 10. Interaction with Expansion Option. 10.1 Tenant's ROFO right under this Exhibit F is independent of, and in addition to, Tenant's expansion option set forth in Exhibit E to the Lease (which expansion option applies to Floors 39 and 40 of the Building). The existence or exercise of Tenant's rights under one such exhibit shall not limit, reduce, or otherwise affect the existence or exercise of Tenant's right

Section 11. Notices. 11.1 All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Exhibit F (including, without limitation, the ROFO Notice and the ROFO Acceptance Notice) shall be in writing and shall be given in the manner and to the addresses specified in the notice provisions of the Lease. Any change in the address for notices made in accordance w

Section 12. Governing Law; Dispute Resolution. 12.1 This Exhibit F shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within the State of New York, without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction. 12.2 Any dispute, controversy, or claim arising out of o