FOR WHICH A LEASE IS EXPIRING, WHETHER OR NOT LANDLORD AND SUCH TENANT DESIRE TO
EXTEND THAT TENANT'S LEASE OF SUCH SPACE).
WITH RESPECT TO SPACE THAT IS VACANT
AND NOT SUBJECT TO A LEASE AS OF THE DATE OF THIS LEASE, AS SHOWN ON EXHIBIT I
ATTACHED HERETO. TENANT'S RIGHTS UNDER THIS SECTION 2.5 SHALL ARISE ONLY AFTER
THE EXPIRATION OF ANY LEASE FOR SUCH SPACE ENTERED INTO AFTER THE DATE OF THIS
LEASE.
C.
IF ANY ROFO SPACE BECOMES AVAILABLE TO
LEASE DURING THE TERM OF THIS LEASE AND LANDLORD DESIRES TO MARKET SUCH ROFO
SPACE, THEN PRIOR TO MARKETING SUCH SPACE, LANDLORD SHALL FIRST NOTIFY TENANT IN
WRITING OF THE OPPORTUNITY TO LEASE SUCH ROFO SPACE, ON THE CONDITION THAT
(I) TENANT HAS NOT SUBLEASED AS OF THE DATE OF LANDLORD'S NOTIFICATION MORE THAN
10% OF THE PREMISES AND THE BUILDING 75 PREMISES IN THE AGGREGATE , (II) TENANT
HAS NOT PREVIOUSLY BEEN IN DEFAULT OF ITS MONETARY OBLIGATIONS UNDER THIS LEASE
BEYOND THE EXPIRATION OF ALL APPLICABLE GRACE AND CURE PERIODS HEREUNDER DURING
THE 5-YEAR PERIOD PRECEDING THE TIME ANY ROFO SPACE BECOMES AVAILABLE,
(III) TENANT HAD NOT PREVIOUSLY EXERCISED THE CONTRACTION RIGHT, AND (IV) TENANT
CONFIRMS THAT, DURING THE IMMEDIATELY PRECEDING FISCAL YEAR OF TENANT PRIOR TO
THE DATE OF LANDLORD'S NOTIFICATION PURSUANT TO THIS PARAGRAPH, TENANT HAS HAD A
NET INCOME, ADJUSTED FOR THE IMPAIRMENT OF GOODWILL, AS SHOWN ON TENANT'S
CONSOLIDATED STATEMENT OF OPERATIONS IN ITS AUDITED ANNUAL REPORT (PROOF OF
WHICH SHALL BE PROVIDED TO LANDLORD AS SET FORTH IN THE NEXT PARAGRAPH BELOW).
D.
WITHIN FIFTEEN (15) DAYS AFTER LANDLORD'S
WRITTEN NOTIFICATION, TENANT SHALL PROVIDE WRITTEN NOTICE TO LANDLORD INDICATING
WHETHER IT IS INTERESTED IN THE POSSIBILITY OF LEASING SUCH ROFO SPACE,
INCLUDING ITS MOST RECENT ANNUAL REPORTS, OR IF TENANT IS NO LONGER A PUBLICLY
TRADED COMPANY, AN AUDITED STATEMENT REPORTING SATISFACTION OF THE REQUIREMENT
OF CLAUSE (IV) OF PARAGRAPH C ABOVE.
IF TENANT TIMELY SO INDICATES ITS INTEREST
IN THE OFFERED SPACE, AND SATISFIES THE CONDITION PRECEDENT SET FORTH IN
SUBPARAGRAPH (C), THEN LANDLORD SHALL NOTIFY TENANT IN WRITING ("LANDLORD'S
OFFER NOTICE") SPECIFYING ALL MATERIAL TERMS ON WHICH LANDLORD INTENDS TO OFFER
TO LEASE THE ROFO SPACE TO THE GENERAL MARKET EXCEPT THAT THE TERM OF THE ROFO
SPACE WILL BE COTERMINOUS WITH THE THEN REMAINING PORTION OF THE TERM OF THIS
LEASE.
LANDLORD'S OFFER NOTICE SHALL IDENTIFY THE ROFO SPACE AND THE TERMS OF
THE OFFER IN REASONABLE DETAIL AND SHALL INCLUDE LANDLORD'S DETERMINATION OF THE
MARKET RATE FOR THE ROFO SPACE.
TENANT SHALL WITHIN FIFTEEN (15) DAYS AFTER THE
DATE OF LANDLORD'S OFFER NOTICE EITHER ACCEPT OR DECLINE SUCH OFFER IN WRITING,
WITH TENANT'S FAILURE TO RESPOND WITHIN SUCH FIFTEEN (15) DAY PERIOD BEING
DEEMED TO BE AN ELECTION TO DECLINE THE OFFER.
E.
IF TENANT HAS DECLINED LANDLORD'S OFFER
OR IS DEEMED TO HAVE DECLINED, THEN LANDLORD SHALL BE FREE TO OFFER THE SUBJECT
ROFO SPACE TO THE GENERAL MARKET.
HOWEVER, IF TENANT HAS DECLINED OR