Common use of Right of First Notice Clause in Contracts

Right of First Notice. (a) If during the Lease Term space on floor 20 of the Building (the FIRST NOTICE SPACE) is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall deliver a notice to Tenant offering to lease the First Notice Space to Tenant (subject to subparagraph (i) below). Landlord's notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. Notwithstanding the foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor 20 that also includes an expression of interest in all or a part of any other floor from a prospective tenant, then Landlord shall not be obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space in such case. (b) Tenant may elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within 5 days after the date of Landlord's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (2) to decline to lease the applicable First Notice Space offered. (c) If (1) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offered, Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant. (d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the Response Notice and is on the same terms as the Lease except that the Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall prepare and deliver to Tenant an amendment to the Lease adding the First Notice Space to the Leased Premises upon the terms specified in this Paragraph, Tenant shall execute, and deliver the amendment to Landlord within 10 days after Tenant's receipt of the amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by Landlord. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the Notice to Tenant, Tenant is in default under the Lease.

Right of First Notice. (a) If during the Lease Term Landlord proposes to lease the space consisting of approximately 21,121 Rentable Square Feet located on the 5th floor 20 of the Building North Tower as shown on Exhibit H attached to this Lease (the FIRST NOTICE SPACEFirst --------- Notice Space) is available for lease and Landlord receives an expression of interest in the First Notice Space from to a prospective tenantthird party prospect, then Landlord shall deliver a notice to Tenant offering to lease the First Notice Space to Tenant (subject to subparagraph (i) below)Tenant. Landlord's notice must specify the First Notice Rate (defined below). The ) and the lease term AVAILABLE FOR LEASE means that (the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. Notwithstanding the foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor 20 that also includes an expression of interest in all or a part of any other floor from a prospective tenant, then Landlord shall not be obligated to offer Term) for the First Notice Space that Landlord proposed to Tenant, and Tenant may not exercise its option to lease the First Notice Space in such casethird party prospect. (b) Tenant may elect must respond to lease the First Notice Space Landlord's notice by delivering a notice (the RESPONSE NOTICEResponse Notice) to Landlord within 5 business days after the date of Landlord's notice specifying that Tenant elects either (1i) to lease all, but not less than all, of the applicable First Notice Space offered or (2ii) to decline to lease the applicable First Notice Space offeredSpace. (c) If (1i) Landlord does not receive the Response Notice within the 5-5 business day period or (2ii) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offeredSpace, then Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to TenantParagraph 60. (d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space, then the First Notice Space offered, will be added to the Leased Premises on the date Landlord delivers possession of the First Notice Space to Tenant and Tenant's lease obligation to pay Rent for the First Notice Space will commence on the 61st day after the date Landlord delivers possession of the First Notice Space to Tenant. The First Notice Space will be added to the Leased Premises on the same terms as this Lease except that (i) the Lease Term for the applicable First Notice Space commences on will be the earlier of the date that Tenant occupies such First Notice Space or the date 60 days after Lease Term specified in Landlord's receipt of notice for the Response First Notice Space, and is on the same terms as the Lease except that the (ii) Rent and other applicable terms for the First Notice Space will adjust based on the First Notice RateRate (defined below). Landlord shall prepare and deliver to Tenant an appropriate amendment to the Lease adding the applicable First Notice Space to the Leased Premises upon the terms specified in this Paragraph, Paragraph 60. Tenant shall execute, will execute and deliver the amendment to Landlord within 10 days after Tenant's receipt of the amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by Landlord. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the Notice notice to Tenant, Tenant is in default under the this Lease.

Right of First Notice. (a) If Provided that no Default exists, if during the Lease Term Expansion Premises Term, Landlord decides to market to the public (i) the space on floor 20 located adjacent to the Existing Premises consisting of the Building approximately 9,525 square feet and designated as Suite “A” (the FIRST NOTICE SPACE“Adjacent Space”), or (ii) is available for lease and Landlord receives an expression of interest space in the First Notice Space from a prospective tenantProject consisting of approximately 18,000 – 25,000 contiguous square feet (“Replacement Space”), Landlord shall deliver a first give written notice to Tenant offering of the material terms and conditions upon which Landlord is willing to offer to lease the First Adjacent Space or the Replacement Space, as applicable (“Landlord’s Notice”). Tenant shall have ten (10) business days after Landlord’s Notice is given within which to give written unconditional notice to Landlord that Tenant agrees to lease all (and not less than all) of the Adjacent Space or the Replacement Space, as applicable, on all the terms and conditions set forth in Landlord’s Notice (“Tenant’s Notice”). a. Any Tenant’s Notice which contains terms or conditions that materially differ from or otherwise propose to materially modify the terms set forth in Landlord’s Notice shall be deemed a counteroffer by Tenant and shall not be deemed to be an unconditional acceptance of Landlord’s Notice as provided above, in which case, Landlord shall have the right, in Landlord’s sole and absolute discretion, to either accept or reject such counteroffer. If Landlord rejects such counteroffer, or if Tenant fails to deliver Tenant’s Notice to Landlord within the above ten (10) business day period, Landlord shall have no further obligation to lease the Adjacent Space or the Replacement Space to Tenant and Landlord shall have the right to lease such spaces to any third parties on the terms and conditions set forth in Landlord’s Notice or on any other terms and conditions that Landlord thereafter negotiates. b. If Tenant timely delivers the Tenant’s Notice, then Tenant shall enter into an amendment to the Lease or a new lease, as applicable (subject each, “ROFN Document”), pursuant to subparagraph which Tenant shall lease from Landlord the Adjacent Space or the Replacement Space, as applicable, on the terms and conditions set forth in Landlord’s Notice and otherwise on the same terms and conditions of the Lease, as amended by this Amendment, except that (i) below)with respect to a lease of the Adjacent Space, the Premises shall be modified to consist of the Existing Premises and the Adjacent Space only, and (ii) with respect to the lease of the Replacement Space, the Lease, as amended by this Amendment, shall be automatically terminated effective as of the commencement of such new lease. Landlord and Tenant shall work together in good-faith to reach agreement on the terms and conditions of the ROFN Document as soon as reasonably practicable under the circumstances. If Tenant fails to duly execute and return the ROFN Document to Landlord within fifteen (15) business days after Landlord and Tenant have reached agreement on the form of such ROFN Document, Tenant’s acceptance of Landlord's notice must specify ’s Notice may, at Landlord’s sole option, be deemed void, in which case, Landlord shall have no further obligation to lease the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that Adjacent Space or the First Notice Replacement Space is not then subject to Tenant and Landlord shall have the right to lease such spaces to any existing rights third parties on the terms and conditions set forth in Landlord’s Notice or on any other terms and conditions that Landlord thereafter negotiates. c. The obligation to deliver Landlord’s Notice is a one‑time obligation on the part of Landlord only. Upon delivery of Landlord’s Notice with respect to either the Adjacent Space or the Replacement Space, Landlord shall thereafter have no further obligation to notify Tenant of any proposal to lease the Adjacent Space or the Replacement Space. d. This Section 12 shall not apply to (i) offers from any third partiesparties to lease the Adjacent Space or the Replacement Space, (ii) leases or transfers among entities or persons related to Landlord (including, but not limited to, partners if Landlord is a partnership, and members if Landlord is a limited liability company), and (iii) any proposed sale or purchase of the Project or any portion thereof, including, without limitation, a proposed sale‑and‑leaseback. The rights of first notice, expansion Tenant set forth in this Section 12 are personal to Tenant. If Tenant assigns any of Tenant’s interest in the Lease other than to a Permitted Transferee before the permitted exercise of such rights, extension rights, options to lease, or other rights. Notwithstanding the foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor 20 that also includes an expression of interest in all or a part of any other floor from a prospective tenant, then Landlord such rights shall not be obligated transferred to offer the First Notice Space to Tenantany transferee but shall instead automatically lapse, and Tenant may not exercise its option to lease Landlord’s obligations under this Section 12 shall automatically terminate. This Section 12 shall automatically expire without notice on the First Notice Space in such case. (b) Tenant may elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within 5 days after the date of Landlord's notice specifying that Tenant elects either (1) to lease all, but not less than all, expiration of the applicable First Notice Space offered Expansion Premises Term or (2) to decline to lease the applicable First Notice Space offered. (c) If (1) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all sooner termination of the applicable First Notice Space offered, Lease or upon any Transfer or sublease by Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice all or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant. (d) If Tenant timely delivers a Response Notice electing to lease all any part of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the Response Notice and is on the same terms as the Lease except that the Rent and Premises to any party other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall prepare and deliver to Tenant an amendment to the Lease adding the First Notice Space to the Leased Premises upon the terms specified in this Paragraph, Tenant shall execute, and deliver the amendment to Landlord within 10 days after Tenant's receipt of the amendment, and Landlord will deliver to Tenant than a counterpart of the amendment executed by LandlordPermitted Transferee. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the Notice to Tenant, Tenant is in default under the Lease.

Right of First Notice. (a) If during the Lease Term space on floor 20 15 of the Building (the FIRST NOTICE SPACE) is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall deliver a notice to Tenant offering to lease the First Notice Space to Tenant (subject to subparagraph (i) below)Tenant. Landlord's notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. Notwithstanding the foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor 20 that also includes an expression of interest in all or a part of any other floor from a prospective tenant, then Landlord shall not be obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space in such case. (b) Tenant may elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within 5 days after the date of Landlord's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (2) to decline to lease the applicable First Notice Space offered. (c) If (1) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offered, Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant. (d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the Response Notice and is on the same terms as the this Lease except that the Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall prepare and deliver to Tenant an amendment to the Lease adding the First Notice Space to the Leased Premises upon the terms specified in this Paragraph, Tenant shall execute, and deliver the amendment to Landlord within 10 days after Tenant's receipt of the amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by Landlord. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the Notice to Tenant, Tenant is in default under the this Lease. (f) The term FIRST NOTICE RATE means the Market Rate, as defined in Paragraph 61, as determined by Landlord in its sole discretion, provided the Rent components of the First Notice Rate will not be less than the Rent then being paid under this Lease.

Right of First Notice. (a) If during the Lease Term space on floor 20 15 of the Building (the FIRST NOTICE SPACE) is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall deliver a notice to Tenant offering to lease the First Notice Space to Tenant (subject to subparagraph (i) below)Tenant. Landlord's notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. Notwithstanding the foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor 20 that also includes an expression of interest in all or a part of any other floor from a prospective tenant, then Landlord shall not be obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space in such case. (b) Tenant may elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within 5 days after the date of Landlord's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (2) to decline to lease the applicable First Notice Space offered. (c) If (1) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offered, Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant. (d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the Response Notice and is on the same terms as the this Lease except that the Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall prepare and deliver to Tenant an amendment to the Lease adding the First Notice Space to the Leased Premises upon the terms specified in this Paragraph, Tenant shall execute, and deliver the amendment to Landlord within 10 days after Tenant's receipt of the amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by Landlord. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the Notice to Tenant, Tenant is in default under the this Lease.

Right of First Notice. (a) Exhibit “G” to the Lease is hereby deleted in its entirety and replace with the following: a. If during the Lease Term any space on floor 20 of contiguous to the Building Premises (the FIRST NOTICE SPACEFirst Notice Space) is available for lease lease, and Landlord receives an expression of interest in all or any portion of the First Notice Space from a prospective tenantthird party (other than the tenant then leasing the First Notice Space), then Landlord shall deliver a notice to Tenant offering to lease the First Notice Space to Tenant (subject to subparagraph (i) below)Tenant. Landlord's ’s notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE available for lease means that the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. b. Tenant may elect to lease the First Notice Space by delivering a notice (the Response Notice) to Landlord within 5 business days after the date of Landlord’s notice specifying that Tenant elects either (1) to lease all, but not less than all, of the First Notice Space or (2) to decline to lease the First Notice Space. Notwithstanding the foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor 20 that also includes an expression of interest in all or a part of any other floor from a prospective tenant, then Landlord shall is not be obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space Space, if Tenant is in such casedefault under the Lease at the time Landlord would otherwise be obligated to give the notice to Tenant under this Section. (b) Tenant may elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within 5 days after the date of Landlord's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (2) to decline to lease the applicable First Notice Space offered. (c) c. If (1) Landlord does not receive the Response Notice within the 5-5 business day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offeredSpace, then Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to TenantSection. (d) d. If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offeredSpace, then Tenant's ’s lease of the applicable First Notice Space commences on the earlier of the date that Tenant occupies such First Notice Space or the date 60 30 days after Landlord's ’s receipt of the Response Notice and is on the same terms as the Lease except that the Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall prepare prepare, and deliver to Landlord and Tenant shall execute and deliver, an amendment to the Lease adding to reflect the addition of the First Notice Space to the Leased Premises upon the terms specified in this Paragraph, Tenant shall execute, and deliver the amendment to Landlord within 10 days after Tenant's receipt of the amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by LandlordSection. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the Notice to Tenant, Tenant is in default under the Lease.

Right of First Notice. (a) If during the Lease Term space on floor 20 of the Building (the FIRST NOTICE SPACE) is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall deliver a notice to Tenant offering to lease the First Notice Space to Tenant (subject to subparagraph (i) below). Landlord's notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. Notwithstanding the foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor 20 that also includes an expression of interest in all or a part of any other floor from a prospective tenant, then Landlord shall not be obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space in such case. (b) Tenant may elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within 5 days after the date of Landlord's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (2) to decline to lease the applicable First Notice Space offered. (c) If (1) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offered, Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant. (d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the Response Notice and is on the same terms as the Lease except that the Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall prepare and deliver to Tenant an amendment to the Lease adding the First Notice Space to the Leased Premises upon the terms specified in this Paragraph, Tenant shall execute, and deliver the amendment to Landlord within 10 days after Tenant's receipt of the amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by Landlord. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the Notice to Tenant, Tenant is in default under the Lease. (f) The term FIRST NOTICE RATE means the Market Rate, as defined in Paragraph 60 of the Lease, as determined by Landlord in its sole discretion, provided the Rent components of the First Notice Rate will not be less than the Rent then being paid under the Lease. (g) Tenant may not assign this option to lease the First Notice Space to any assignee of the Lease, nor may any sublessee or assignee exercise this option.

Right of First Notice. (a) If during the Lease Term space on floor 20 of the Building (the FIRST NOTICE SPACE) is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall deliver a notice to Tenant offering to lease the First Notice Space to Tenant (subject to subparagraph (i) below). Landlord's notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. Notwithstanding the foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor 20 that also includes an expression of interest in all or a part of any other floor from a prospective tenant, then Landlord shall not be obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space in such case. (b) Tenant may elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within 5 days after the date of Landlord's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (2) to decline to lease the applicable First Notice Space offered. (c) If (1l) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offered, Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant. (d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the Response Notice and is on the same terms as the Lease except that the Rent and other applicable terms for the First Notice Space adjust based on the First Notice Rate. Landlord shall prepare and deliver to Tenant an amendment to the Lease adding the First Notice Space to the Leased Premises upon the terms specified in this Paragraph, Tenant shall execute, and deliver the amendment to Landlord within 10 days after Tenant's receipt of the amendment, and Landlord will deliver to Tenant a counterpart of the amendment executed by Landlord. (e) Landlord is not obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space, if at the time Landlord would otherwise be obligated to give the Notice to Tenant, Tenant is in default under the Lease. (f) The term FIRST NOTICE RATE means the Market Rate, as defined in Paragraph 60 of the Lease, as determined by Landlord in its sole discretion, provided the Rent components of the First Notice Rate will not be less than the Rent then being paid under the Lease. (g) Tenant may not assign this option to lease the First Notice Space to any assignee of the Lease, nor may any sublessee or assignee exercise this option.