EXTEND, THE TERMINATION OPTION
(HEREINAFTER DEFINED) SHALL BE NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT.
G.
FOR PURPOSES OF THE LEASE, THE TERM "FAIR MARKET RENTAL RATE"
SHALL MEAN A RATE COMPRISED OF (I) THE PREVAILING BASE RENTAL RATE PER SQUARE
FOOT OF RENTABLE AREA AVAILABLE IN THE PERTINENT MARKET (AS DEFINED BELOW), AND
TAKING INTO ACCOUNT TENANT IMPROVEMENT ALLOWANCES, OTHER TENANT INDUCEMENTS,
OPERATING COST STOPS AND TAX COST STOPS, AND BROKERAGE COMMISSIONS, AND (II) ANY
ESCALATION OF ANY SUCH BASE RENTAL RATE (BASED UPON A FIXED STEP AND/OR INDEX)
PREVAILING IN THE PERTINENT MARKET, TAKING INTO ACCOUNT (A) COMPARABLE LEASES
(ON THE BASIS OF FACTORS SUCH AS, BUT NOT LIMITED TO, SIZE AND LOCATION OF SPACE
AND COMMENCEMENT DATE AND TERM OF LEASE), IF ANY, RECENTLY EXECUTED FOR IMPROVED
SPACE IN THE BUILDING, AND (B) LEASES FOR COMPARABLE (ON THE BASIS OF FACTORS
SUCH AS, BUT NOT LIMITED TO, SIZE AND LOCATION OF SPACE AND COMMENCEMENT DATE
AND TERM OF LEASE) IMPROVED SPACE IN COMPARABLE OFFICE BUILDINGS IN THE DOWNTOWN
BOSTON, MASSACHUSETTS AREA WHICH ARE COMPARABLE TO THE BUILDING IN REPUTATION,
QUALITY, AGE, SIZE, LOCATION AND LEVEL AND QUALITY OF SERVICES PROVIDED AND
WHICH HAVE REACHED ECONOMIC STABILIZATION AND ARE NOT, FOR ANY OTHER REASON,
OFFERING BELOW MARKET RENTS (THE FOREGOING FACTORS NOT BEING EXCLUSIVE IN
IDENTIFYING COMPARABLE BUILDINGS) (THE BUILDING, TOGETHER WITH SUCH COMPARABLE
BUILDINGS, IF APPLICABLE, BEING HEREIN REFERRED TO AS THE "PERTINENT MARKET").
34.
Right of First Offer.
A.
LANDLORD HEREBY GRANTS TO TENANT THE ON-GOING OPTION TO LEASE,
UPON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH, BUT SUBJECT TO THE EXISTING
RIGHTS OF ANY CURRENT TENANTS OF THE BUILDING AND SUBJECT TO LANDLORD'S RIGHT TO
RENEW OR EXTEND THE TERM OF THE LEASE OF THE THEN-CURRENT TENANT OR OCCUPANT OF
THE OFFER SPACE (HEREINAFTER DEFINED), SUCH PORTIONS OF THE BUILDING WHICH ARE
SHOWN ON ATTACHMENT #1 HERETO (COLLECTIVELY, THE "OFFER SPACE") WHICH BECOME
AVAILABLE FOR LEASING (AS DETERMINED IN ACCORDANCE WITH THIS SECTION 34) DURING
THE LEASE TERM, PRIOR TO ENTERING INTO A LEASE FOR SUCH SPACE WITH ANOTHER
PARTY.
B.
A PORTION OF THE OFFER SPACE SHALL BE DEEMED TO BE "AVAILABLE FOR
LEASING" WHEN LANDLORD IS PREPARED TO OFFER TO LEASE SUCH SPACE TO PARTIES OTHER
THAN TO THE THEN-CURRENT TENANT OR OCCUPANT OF SUCH OFFER SPACE AND OTHER THAN
CURRENT TENANTS OF THE BUILDING WITH EXISTING RIGHTS AS OF THE DATE OF THIS
LEASE TO LEASE SUCH OFFER SPACE.
C.
PRIOR TO LANDLORD'S ENTERING INTO A LEASE FOR ANY PORTION OF THE
OFFER SPACE WHICH IS AVAILABLE FOR LEASING DURING THE LEASE TERM, LANDLORD SHALL
GIVE TENANT A WRITTEN
E-3
NOTICE (THE "OFFER NOTICE") SETTING FORTH (I) THE LOCATION, (II) THE RENTABLE
AREA, (III) THE RENTAL RATE; (IV) ALL OTHER MATERIAL ECONOMIC TERMS; AND (V) THE
AVAILABILITY DATE (THE "OFFER SPACE COMMENCEMENT DATE").
D.
TENANT'S RIGHT TO LEASE SUCH PORTION OF THE OFFER SPACE SHALL BE
EXERCISABLE BY WRITTEN NOTICE (THE "ACCEPTANCE NOTICE") FROM TENANT TO LANDLORD
DELIVERED