AS OTHERWISE SET FORTH IN THE
AVAILABILITY NOTICE, AND LANDLORD SHALL PROVIDE A TENANT IMPROVEMENT ALLOWANCE,
IF AT ALL, ONLY AS SET FORTH IN THE AVAILABILITY NOTICE, (III) THE BASE RENT PER
RENTABLE SQUARE FOOT PAYABLE BY TENANT FOR THE FIRST OFFER INCREMENT SHALL BE
EQUAL TO THE RATE AT WHICH LANDLORD WAS WILLING TO MARKET SUCH SPACE AS SET
FORTH IN THE AVAILABILITY NOTICE, (IV) THERE SHALL BE NO RENT ABATEMENT OR "FREE
RENT" PERIOD OTHER THAN AS SPECIFIED, IF AT ALL, IN THE AVAILABILITY NOTICE,
(V) TENANT'S PROPORTIONATE SHARE SHALL BE INCREASED APPROPRIATELY TO REFLECT THE
ADDITION OF THE FIRST OFFER INCREMENT TO THE PREMISES, (VI) TENANT'S SECURITY
DEPOSIT SHALL BE INCREASED PROPORTIONATELY TO REFLECT THE ADDITION OF THE FIRST
OFFER INCREMENT TO THE PREMISES, AND (VII) THIS LEASE SHALL OTHERWISE CONTINUE
IN FULL FORCE AND EFFECT.
(D)
LANDLORD'S RIGHT TO LEASE TO THIRD PARTY; RE-OFFER TO TENANT.
IF
TENANT DOES NOT EXERCISE ITS RIGHT TO LEASE THE FIRST OFFER INCREMENT WITHIN TEN
(10) BUSINESS DAYS AFTER THE DATE OF ANY AVAILABILITY NOTICE GIVEN WITH RESPECT
THERETO, THEN LANDLORD SHALL HAVE A PERIOD (THE "LEASING PERIOD") OF TWELVE (12)
MONTHS TO ENTER INTO A LEASE FOR SUCH FIRST OFFER INCREMENT WITH ANY THIRD PARTY
ON ANY TERMS AND CONDITIONS LANDLORD DESIRES, PROVIDED THAT IF THE NET EFFECTIVE
RENT WHICH LANDLORD IS PREPARED TO OFFER A THIRD PARTY (TAKING INTO ACCOUNT ALL
CONCESSIONS)
IS LESS THAN NINETY PERCENT (90%) OF THE NET EFFECTIVE RENT SET
FORTH IN LANDLORD'S OFFER NOTICE, LANDLORD SHALL NOT ENTER INTO A LEASE ON SUCH
TERMS WITHOUT RE-OFFERING THE SPACE TO TENANT ON PURSUANT TO A REVISED
AVAILABILITY NOTICE DESCRIBING SUCH IMPROVED TERMS, AND TENANT SHALL THEREUPON
HAVE FIVE (5) BUSINESS DAYS FROM THE DATE OF SUCH RE-OFFER TO DELIVER A TENANT
ELECTION NOTICE TO LANDLORD.
IF, AS OF THE END OF THE LEASING PERIOD, LANDLORD
IS IN BONA FIDE NEGOTIATIONS WITH A THIRD PARTY TO LEASE THE FIRST OFFER
INCREMENT, THEN THE LEASING PERIOD SHALL BE EXTENDED FOR THE LENGTH OF TIME THAT
SUCH BONA FIDE NEGOTIATIONS CONTINUE. IF LANDLORD DOES NOT ENTER INTO A LEASE
WITH A THIRD PARTY FOR THE FIRST OFFER INCREMENT DURING THE LEASING PERIOD, THEN
THE PROVISIONS OF THIS SECTION 18.1 SHALL AGAIN APPLY AND LANDLORD SHALL GIVE
TENANT A NEW AVAILABILITY NOTICE WITH RESPECT THERETO BEFORE LEASING IT TO ANY
THIRD PARTY.
(E)
DELIVERY OF FIRST OFFER INCREMENT.
IF TENANT SHALL EXERCISE THE
RIGHT OF FIRST OFFER, LANDLORD DOES NOT GUARANTEE THAT THE FIRST OFFER INCREMENT
WILL BE AVAILABLE ON THE NOTICED AVAILABILITY DATE FOR THE LEASE THEREOF, IF THE
THEN EXISTING OCCUPANT OF THE FIRST OFFER INCREMENT SHALL HOLDOVER OR FOR ANY
OTHER REASON BEYOND LANDLORD'S REASONABLE CONTROL. IN SUCH EVENT, NEITHER THIS
LEASE NOR THIS RIGHT OF FIRST OFFER SHALL BE VOID OR
38
VOIDABLE, BUT RENT WITH RESPECT TO THE FIRST OFFER INCREMENT SHALL BE ABATED
UNTIL LANDLORD DELIVERS THE SAME TO TENANT.
NOTWITHSTANDING THE FOREGOING,
LANDLORD SHALL USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER