NO OTHER
TENANT OF SPACE WITHIN BUILDING G DESIRES TO LEASE ALL OR ANY PORTION OF SUCH
SPACE PURSUANT TO EITHER (1) THE EXERCISE OF A FIRST OFFER, EXPANSION OR SIMILAR
RIGHT CONTAINED IN SUCH TENANT'S INITIAL LEASE, OR (2) THE LEASE BY SUCH TENANT
(OR ITS AFFILIATE, SUCCESSOR OR ASSIGNEE) OF ANY SPACE (OR PORTION THEREOF)
WHICH WAS INCLUDED IN ANY EXPANSION, FIRST OFFER OR SIMILAR RIGHT CONTAINED IN
SUCH TENANT'S INITIAL LEASE WHETHER OR NOT PURSUANT TO THE EXERCISE OF SUCH
RIGHT, SO LONG AS THE TERMS OF SUCH LEASE ARE AGREED TO BY LANDLORD AND SUCH
PARTY PRIOR TO THE TERMINATION OF SUCH RIGHT CONTAINED IN SUCH INITIAL LEASE
(HEREIN, A "SUPERIOR RIGHT HOLDER").
1.4.2
PROCEDURE FOR OFFER.
WITH RESPECT TO THE FIRST TIME LANDLORD
RECEIVES A BONA FIDE PROPOSAL FROM A THIRD PARTY (WHICH IS OTHER THAN (I) THE
EXISTING TENANT OF THE FIRST OFFER SPACE OR ITS AFFILIATE, SUCCESSOR OR
ASSIGNEE, OR (II) A SUPERIOR RIGHT HOLDER WITH RESPECT TO SPACE LOCATED IN
BUILDING G) TO LEASE FIRST OFFER SPACE CONTAINING NOT MORE THAN A FULL FLOOR
INCREMENT OF SPACE AND WHICH IS AVAILABLE (OR WILL BECOME AVAILABLE) FOR LEASE
AS DESCRIBED IN SECTION 1.4 ABOVE, WHICH PROPOSAL LANDLORD WOULD ACCEPT OR
SUBMIT A COUNTER PROPOSAL THERETO (SUCH THIRD-PARTY BONA FIDE PROPOSAL WHICH
LANDLORD WOULD ACCEPT, OR THE COUNTER-PROPOSAL WHICH LANDLORD WOULD SUBMIT TO
SUCH THIRD PARTY IN RESPONSE THERETO, SHALL BE REFERRED TO HEREIN AS THE "THIRD
PARTY OFFER"), THEN PRIOR TO THE DATE THAT
4
LANDLORD ACCEPTS OR SUBMITS SUCH THIRD PARTY OFFER TO SUCH THIRD-PARTY, LANDLORD
SHALL GIVE TENANT WRITTEN NOTICE (THE "FIRST OFFER NOTICE") SPECIFYING THAT THE
FIRST OFFER SPACE OR SPECIFIED PORTION THEREOF IDENTIFIED IN THE FIRST OFFER
NOTICE IS AVAILABLE FOR LEASE BY TENANT PURSUANT TO THE PROVISIONS OF THIS
SECTION 1.4.
IF LANDLORD'S FIRST OFFER NOTICE PERTAINS TO SPACE CONTAINING LESS
THAN A FULL FLOOR, AND TENANT EXERCISES ITS FIRST OFFER RIGHT HEREIN TO LEASE
SUCH SPACE SO IDENTIFIED IN SUCH FIRST OFFER NOTICE, THEN NOTWITHSTANDING
ANYTHING IN THIS SECTION 1.4 TO THE CONTRARY, ANY FUTURE RIGHT OF TENANT TO
LEASE ANY FIRST OFFER SPACE UNDER THIS SECTION 1.4 SHALL ONLY APPLY TO THE
REMAINING SPACE LOCATED ON SUCH PARTIAL FLOOR AND NO OTHER SPACE IN THE BUILDING
OR BUILDING G WHEN SUCH SPACE BECOMES (OR WILL BECOME) AVAILABLE FOR LEASE AS
PROVIDED HEREIN.
IN ADDITION, LANDLORD'S OBLIGATION TO DELIVER A FIRST OFFER
NOTICE TO TENANT SHALL NOT APPLY DURING (A) THE LAST YEAR OF THE INITIAL LEASE
TERM UNLESS TENANT HAS PREVIOUSLY DELIVERED TO LANDLORD THE EXERCISE NOTICE
EXTENDING THE INITIAL LEASE TERM PURSUANT TO THE EXTENSION OPTION RIDER, OR
(B) THE OPTION TERM.
1.4.3
LEASE TERMS FOR FIRST OFFER SPACE.
ANY SUCH FIRST OFFER NOTICE
DELIVERED BY LANDLORD IN ACCORDANCE WITH THE PROVISIONS OF SECTION 1.4.2 ABOVE
SHALL SET FORTH LANDLORD'S CALCULATION OF THE RENTABLE AND USABLE SQUARE FEET OF
SUCH FIRST OFFER SPACE, AS DETERMINED IN ACCORDANCE WITH THE BOMA STANDARD SET
FORTH IN