(I) TENANT SHALL
TAKE THE EXPANSION SPACE IN ITS THEN "AS-IS" STATE AND CONDITION, (III) THE TERM
OF THE LEASE OF THE EXPANSION SPACE SHALL COMMENCE ON THE DATE THE EXPANSION
SPACE IS DELIVERED TO TENANT, (IV) THE ANNUAL BASE RENT PAYABLE BY TENANT FOR
THE EXPANSION SPACE SHALL BE THE THEN-FAIR MARKET ANNUAL RENT (AS DEFINED IN
SECTION 3.2(B) ABOVE) FOR THE EXPANSION SPACE, AND (V) THE BASE YEAR FOR THE
EXPANSION SPACE SHALL BE THE CALENDAR YEAR IN WHICH THE EXPANSION SPACE IS ADDED
TO THE PREMISES.
LANDLORD AND TENANT SHALL ENDEAVOR TO AGREE UPON THE FAIR
MARKET ANNUAL RENT.
IF THEY ARE UNABLE TO SO AGREE WITHIN AT LEAST SIX
(6) MONTHS PRIOR TO THE PROJECTED DELIVERY DATE FOR THE EXPANSION SPACE, FAIR
MARKET ANNUAL RENT SHALL BE ESTABLISHED IN ACCORDANCE WITH THE PROCEDURE
DESCRIBED IN SECTION 3.2(C) ABOVE.
(E)
OPTION PERSONAL.
TENANT'S OPTIONS AS PROVIDED IN THIS
SECTION 18.2 SHALL BE PERSONAL TO THE ORIGINAL TENANT EXECUTING THIS LEASE AND
AFFILIATE TRANSFEREES AND SHALL NOT BE ASSIGNABLE TO ANY OTHER PERSON UNDER ANY
CIRCUMSTANCES, UNLESS LANDLORD CONSENTS TO THE ASSIGNMENT OF SUCH OPTIONS, WHICH
CONSENT MAY BE GRANTED OR WITHHELD IN LANDLORD'S SOLE AND ABSOLUTE DISCRETION.
ARTICLE 19.
TERMINATION RIGHTS
19.1
TERMINATION OPTION.
TENANT SHALL HAVE THE ONE-TIME RIGHT (THE
"TERMINATION OPTION") TO TERMINATE THIS LEASE AS TO THE ENTIRE PREMISES THEN
LEASED HEREUNDER OR AS TO ONE OR MORE DELETION INCREMENTS (AS DEFINED BELOW),
EFFECTIVE AS OF THE END OF THE SEVENTH RENT YEAR (THE "EARLY TERMINATION DATE"),
BY GIVING LANDLORD NOT LESS THAN TWELVE (12) MONTHS PRIOR WRITTEN NOTICE OF SUCH
TERMINATION (THE "TERMINATION NOTICE").
THE TERMINATION NOTICE SHALL BE
IRREVOCABLE AND SHALL SPECIFY WHETHER THE TERMINATION OPTION IS BEING EXERCISED
(I) WITH RESPECT TO THE ENTIRE PREMISES THEN LEASED HEREUNDER OR (II) WITH
RESPECT TO ONE OR MORE DELETION INCREMENTS, IN WHICH EVENT THE TERMINATION
NOTICE SHALL SPECIFICALLY DESCRIBE THE DELETION INCREMENTS TO BE TERMINATED
HEREUNDER.
FOR THE PURPOSES OF THIS ARTICLE 19, A "DELETION INCREMENT" IS,
WITH RESPECT TO EACH FLOOR ON WHICH A PORTION OF THE PREMISES IS LOCATED AS OF
THE EARLY TERMINATION RIGHT, THE ENTIRE PREMISES LOCATED ON SUCH FLOOR.
IF THE
TERMINATION NOTICE FAILS TO SPECIFY WHETHER IT IS APPLICABLE TO THE ENTIRE
PREMISES OR TO ONE OR MORE DELETION INCREMENTS, IT SHALL BE DEEMED TO APPLY TO
THE ENTIRE PREMISES.
THAT PORTION OF THE PREMISES DESCRIBED IN THE TERMINATION
NOTICE IS REFERRED TO HEREIN AS THE "TERMINATED PREMISES."
19.2
TERMINATION FEE.
IF TENANT EXERCISES THE TERMINATION OPTION, TENANT
SHALL PAY LANDLORD A TERMINATION FEE (THE "TERMINATION FEE") EQUAL TO THE SUM OF
(I) AN AMOUNT EQUAL TO SIX (6) TIMES THE MONTHLY BASE RENT UNDER THIS LEASE FOR
THE TERMINATED PREMISES, AT THE RATE(S) APPLICABLE AS OF THE EARLY TERMINATION
DATE (I.E. $23.00 PER RENTABLE SQUARE FOOT PER YEAR), PLUS (II) THE AMORTIZATION
AMOUNT, PLUS (III) THE UNREALIZED AVERAGE RENT FOR THE TERMINATED PREMISES THE
"AMORTIZATION AMOUNT" SHALL BE THE UNAMORTIZED AMOUNT, AS OF THE EARLY
TERMINATION