THE RENTABLE SQUARE
FEET OF THE BUILDING IS APPROXIMATELY 179,342 RENTABLE SQUARE FEET AND IS NOT
SUBJECT TO REMEASUREMENT BY LANDLORD OR TENANT, EXCEPT THAT LANDLORD SHALL HAVE
THE RIGHT TO REMEASURE THE BUILDING FROM TIME TO TIME IN ACCORDANCE WITH THE
BOMA STANDARD (AS DEFINED IN SECTION 1.2.2 BELOW) TO REFLECT ACTUAL PHYSICAL
INCREASES OR DECREASES DUE TO PHYSICAL EXPANSIONS OR CONTRACTIONS IN THE
RENTABLE AREA OF THE BUILDING.
1.2.2
FIRST OFFER SPACE.
FOR PURPOSES HEREOF, THE "USABLE SQUARE FEET"
AND "RENTABLE SQUARE FEET" OF ANY FIRST OFFER SPACE LEASED BY TENANT PURSUANT TO
SECTION 1.4 BELOW SHALL BE CALCULATED BY LANDLORD PURSUANT TO THE BUILDING
OWNERS AND MANAGERS ASSOCIATION INTERNATIONAL STANDARD METHOD FOR MEASURING
FLOOR AREA IN OFFICE BUILDING, ANSI Z65.1-1996 (THE "BOMA STANDARD"); PROVIDED,
HOWEVER, THAT NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, THE BOMA STANDARD
SHALL NOT INCLUDE ANY AREA BELOW THE GROUND FLOOR OF THE BUILDING IN WHICH THE
FIRST OFFER SPACE IS LOCATED, ANY AREAS OUTSIDE THE PERIMETER WALLS OF SUCH
BUILDING, ANY ELEVATOR SHAFTS, OR ANY BASE BUILDING STAIRWELLS.
THE RENTABLE
AND USABLE SQUARE FEET OF ANY SUCH FIRST OFFER SPACE LEASED BY TENANT PURSUANT
TO SECTION 1.4 BELOW ARE SUBJECT TO MEASUREMENT AND VERIFICATION BY LANDLORD'S
PLANNER/DESIGNER PRIOR TO THE APPLICABLE FIRST OFFER COMMENCEMENT DATE (AS
DEFINED IN SECTION 1.4 BELOW) FOR SUCH FIRST OFFER SPACE, AND ALL SUCH
MEASUREMENTS AND VERIFICATIONS SHALL BE MADE IN ACCORDANCE WITH THE PROVISIONS
OF THIS SECTION 1.2.
TENANT'S ARCHITECT MAY CONSULT WITH LANDLORD'S
PLANNER/DESIGNER REGARDING SUCH MEASUREMENTS AND
3
VERIFICATIONS; PROVIDED, HOWEVER, THE DETERMINATION OF LANDLORD'S
PLANNER/DESIGNER SHALL BE CONCLUSIVE AND BINDING UPON THE PARTIES UNLESS TENANT
OBJECTS TO SUCH DETERMINATION BY WRITTEN NOTICE DELIVERED TO LANDLORD WITHIN
SIXTY (60) DAYS AFTER THE DATE LANDLORD GIVES TENANT WRITTEN NOTICE OF SUCH
DETERMINATION.
IF TENANT TIMELY OBJECTS TO ANY SUCH MEASUREMENTS AND
VERIFICATIONS, TENANT SHALL HAVE THE RIGHT, WITHIN SUCH 60-DAY PERIOD, TO
REMEASURE THE APPLICABLE FIRST OFFER SPACE IN ACCORDANCE WITH THE BOMA STANDARD
AND THE OTHER TERMS OF THIS SECTION 1.2.
IF TENANT FAILS TO TIMELY ELECT TO
REMEASURE AND COMPLETE ANY SUCH REMEASUREMENT WITHIN SUCH 60-DAY PERIOD, THEN
LANDLORD'S FINAL MEASUREMENTS SHALL BE CONCLUSIVE AND BINDING ON LANDLORD AND
TENANT.
IF TENANT'S REMEASUREMENT(S) UNDERTAKEN WITHIN SUCH 60-DAY PERIOD
DIFFERS FROM LANDLORD'S MEASUREMENT(S) AND TENANT NOTIFIES LANDLORD THEREOF
WITHIN SUCH 60-DAY PERIOD, THE PARTIES SHALL, WITHIN THIRTY (30) DAYS
THEREAFTER, ATTEMPT IN GOOD FAITH TO RESOLVE SUCH DIFFERENCES, BUT IF THE
PARTIES CANNOT RESOLVE SUCH DIFFERENCES WITHIN SUCH 30-DAY PERIOD, THE FINAL
MEASUREMENTS OF THE APPLICABLE FIRST OFFER SPACE SHALL BE RESOLVED PURSUANT TO
BINDING ARBITRATION IN ACCORDANCE WITH SECTION 26.32 BELOW.
1.2.3
EFFECT OF REMEASUREMENT.
IN THE EVENT THAT ANY MEASUREMENT
PURSUANT TO THE TERMS OF THIS SECTION 1.2 DETERMINES THAT THE RENTABLE SQUARE
FEET OF THE BUILDING AND/OR THE RENTABLE OR USABLE SQUARE FEET OF THE APPLICABLE
FIRST OFFER SPACE SHALL BE DIFFERENT FROM THE AMOUNTS THEREOF SET FORTH IN THIS
LEASE, LANDLORD SHALL MODIFY ALL AMOUNTS, PERCENTAGES AND FIGURES APPEARING OR