Common use of Right of First Offer for Additional Space Clause in Contracts

Right of First Offer for Additional Space. Subject to the existing rights of first offer, options, and practices between Landlord and Pacific Studio, Inc., as set forth on Exhibit E hereto, if additional leasable office space becomes available at the Center (“Additional Space”), then Landlord shall offer the Additional Space to Tenant before Landlord generally markets the Additional Space for rent. Landlord shall give Tenant written notice describing the location, square footage, date available, and terms under which Landlord is willing to lease the space to Tenant. Tenant shall have ten (10) business days in which to accept the Additional Space upon the terms set out in Landlord’s notice to Tenant or to propose different terms under which Tenant would be willing to lease the Additional Space. If Tenant declines to lease the Additional Space under the terms set out in Landlord’s notice or fails to respond within the period set out above, then Landlord shall be free to market the Additional Space for rent to the general public and to lease it to any party under such terms as Landlord is willing to accept, provided, however, if Landlord has not leased such Additional Space within one hundred eighty (180) days after Tenant elects not to lease the same, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. If Tenant makes a timely counterproposal to Landlord, then the parties agree to negotiate in good faith to attempt to reach agreement on the terms of a lease for the Additional Space, provided, that if the parties have failed to reach such agreement within fifteen (15) days of Tenant’s counterproposal, then neither party shall have any further obligations to the other under this Section 2.D. and Landlord may proceed to market and lease the Additional Space in its discretion, subject to the proviso of the immediately preceding sentence.

Right of First Offer for Additional Space. Subject Landlord hereby grants Tenant a right of first offer to lease (i) all remaining space on the sixth (6th) or seventh (7th) floor of the Building which is not already part of the Premises (the “Partial Floor”) and (ii) all space on any floor which is adjacent to the existing rights Premises, but only if Tenant has already leased the balance of the Partial Floor (or other tenants have leased the balance of the Partial Floor and there is no further space on such floor). The space described in subparagraphs (i) and (ii) above is collectively called the “Expansion Space”. Each time that Landlord desires to lease any portion of the Expansion Space, Landlord shall first give Tenant the opportunity to expand the Premises to include the space which Landlord desires to lease. Landlord shall deliver written notice to Tenant specifying the portion of the Expansion Space which it desires to lease. Tenant shall have thirty (30) days following receipt of such notice to exercise its right hereunder to expand the Premises to include such portion of the Expansion Space. If Tenant elects to exercise its right of first offer, optionsit shall deliver written notice to Landlord within such 30-day period. Such portion of the Expansion Space shall then be added to the Premises upon a rental rate per square foot and other terms identical to this Lease, and practices between Landlord and Pacific Studiothe Lease Term for such Expansion Space shall expire on the same date as the Lease Term for the existing Lease. The tenant improvement allowance to be paid to Tenant shall be an amount equal to $4.00 per square foot of Rentable Area in the portion of the Expansion Space then being leased times the number of years remaining in the Lease Term (prorated for any partial years); provided, Inc.however, as set forth on Exhibit E heretothat there shall be no such allowance paid if less than five (5) years remain in the Lease Term. For purposes hereof, if additional leasable office space becomes available the number of years remaining in the Lease Term shall not include any Renewal Terms unless Tenant has already exercised its option to renew or does so at the Center time it exercises its right to expand the Premises. Rent for such portion of the Expansion Space shall commence on the later of (“Additional Space”), then Landlord shall offer i) sixty (60) days after the Additional Space to date on which Tenant before Landlord generally markets the Additional Space for rent. Landlord shall give Tenant delivered written notice describing to Landlord of its intent to exercise its option for such Expansion Space, or (ii) the location, square footage, first day following the date available, and terms under which Landlord such Expansion Space is willing to lease the space to Tenantavailable for occupancy. Tenant shall have ten (10) business days also receive additional parking spaces, both reserved and unreserved, in which the same ratio per square foot of such Expansion Space as is set forth in paragraph 26 above; provided, however, that any additional reserved spaces shall be subject to accept the Additional Space upon the terms set out in Landlord’s notice availability. All renewal options shall also apply to Tenant or to propose different terms under which Tenant would be willing to lease the Additional such Expansion Space. If Tenant declines to lease the Additional Space under the terms set out in Landlord’s notice rejects its right of first offer or fails to respond to Landlord within the period set out abovesuch 30-day period, then Landlord shall then be free to market the Additional Space for rent to the general public and to lease it to any party under such terms as Landlord is willing to accept, provided, however, if Landlord has not leased such Additional Space within one hundred eighty (180) days after Tenant elects not to lease the same, any further transaction shall be deemed a new determination by Landlord entitled to lease such Additional Expansion Space and the provisions of this paragraph shall again be applicable. If Tenant makes to a timely counterproposal third party on terms acceptable to Landlord, . The right of first offer set forth herein shall be contingent upon this Lease then the parties agree to negotiate being in good faith to attempt to reach agreement on the terms full force and effect and there does not then exist any event of a lease for the Additional Space, provided, that if the parties have failed to reach such agreement within fifteen (15) days of Tenant’s counterproposal, then neither party shall have any further obligations to the other default by Tenant under this Section 2.D. and Landlord may proceed Lease. The failure of Tenant to market and lease exercise its right of first offer on any space in the Additional Space in Building shall not serve as a waiver of its discretion, subject to right of first offer on any other space or upon the proviso of the immediately preceding sentencesame space when it once again becomes available for lease.

Right of First Offer for Additional Space. Subject to the existing rights Paragraph 38 herein, Tenant shall have a right of first offer, options, and practices between Landlord and Pacific Studio, Inc., as set forth on Exhibit E hereto, if additional leasable office space becomes available at the Center (“Additional Space”), then Landlord shall offer the Additional Space with respect to Tenant before Landlord generally markets the Additional Space for rent. Landlord shall give Tenant written notice describing the location, square footage, date available, and terms under which Landlord is willing to lease the space located adjacent to Tenantthe Premises in the Building ("Expansion Area"). Tenant shall have ten the following rights with respect to the Expansion Area: (10i) business days in which to accept the Additional Space upon Upon the terms and provisions set out forth in Landlord’s notice to this Lease, the Tenant or to propose different terms under which Tenant would be willing shall have a one time only right of "first offer" to lease the Additional SpaceExpansion Area. If the Tenant declines fails to exercise such right of first offer as provided herein with regard to any part of the Expansion Area, the Landlord thereafter may lease such space to any part or parties and upon any terms the Landlord deems necessary or desirable. (ii) For the purposes of this Section, "first offer" shall mean a right by the Tenant to lease such space under this Lease following the Additional Space under expiration of the terms set out Landlord's lease with the current third party tenant of the Expansion Area; for purposes of this Section, space becomes "available space" in Landlord’s notice the building when the lease of such space has expired or fails to respond within otherwise terminated, and the period set out above, then Landlord shall be free to market prior occupant of such space has physically vacated and surrendered possession of the Additional Space for rent space to the general public and Landlord. (iii) The Tenant may not exercise any right of first offer with respect to lease it less than all of the Expansion Area. The Tenant shall exercise such right of first offer by delivering written notice of exercise to any party under such terms as the Landlord not later than thirty (30) days following the date of delivery by the Landlord to the Tenant of notice ("Notice of Availability") that the Expansion Area is willing becoming available on the expected date specified in the notice. Notice of Availability will include the rate of Base Rent that Landlord expects to accept, provided, however, if Landlord has charge for the Expansion Area. The Notice of Availability will not leased such Additional Space within be delivered to Tenant more than one hundred eighty (180) days after Tenant elects not prior to lease the same, date upon which the Landlord expects the Expansion Area to become available space. (iv) The Tenant's tenancy of the Expansion Area covered by any further transaction exercised right of first offer shall commence and be deemed a new determination by Landlord to lease such Additional Space and have commenced on the provisions earlier of this paragraph (a) the date that the Expansion Area actually becomes available space, or (b) upon Tenant's taking occupancy. Tenant shall again be applicable. If Tenant makes a timely counterproposal accept delivery of the Expansion Area in its "AS IS" condition subject to Landlord, then the parties agree to negotiate in good faith to attempt to reach agreement on the terms of Section 9 above. Upon exercise of this right by Tenant, the Expansion Area shall become a lease part of the Premises under this Lease, provided Base Rest for the Additional SpaceExpansion Area shall be at the then market rate for comparable space, providedin comparable condition, in a comparable location for a term coterminous with the Lease. At the time that if the parties have failed to reach such agreement within fifteen (15) days of Tenant’s counterproposal, then neither party shall have any further obligations Expansion Area is added to the other under this Premises there shall be an appropriate adjustment to Lessee's Share as defined in Section 2.D. and Landlord may proceed to market and lease the Additional Space in its discretion, subject to the proviso of the immediately preceding sentence4.2(a).

Right of First Offer for Additional Space. Subject The Lessee shall have the following rights with respect to additional space in the Industrial Center: A) Upon the terms and provisions set forth in this Section, the Lessee shall have the right of “first offer” to lease “available space” (as such term is defined in Subsection B hereof) in the area adjacent to the existing rights Demised Premises (“Expansion Area”). If the Lessee fails to exercise such right of first offer as provided herein with regard to any part of the Expansion Area, the Lessor thereafter may lease such space to any party or parties and upon any terms the Lessor deems necessary or desirable. B) For the purposes of this Section, “first offer” shall mean a right by the Lessee to lease such space as of the expiration of the Lessor’s lease with the then-occupant of such space; for purposes of this Section, space becomes “available space” in the Industrial Center when the lease of such space has expired or otherwise terminated, and the prior occupant of such space has physically vacated and surrendered possession of the space to the Lessor. C) The Lessee may not exercise any right of first offer with respect to less than all of the space then becoming available. The Lessee shall exercise such right of first offer by delivering written notice of exercise to the Lessor not later than fifteen (15) days following the date of delivery by the Lessor to the Lessee of notice (‘‘Notice of Availability”) that the space identified in the Notice of Availability is becoming available on the expected date specified in the notice. D) The Lessee’s tenancy of the space covered by any exercised right of first offer shall commence and be deemed to have commenced upon the last to occur of (i) the date of availability specified in the Lessor’s Notice of Availability, or (ii) the date upon which the prior occupant of such space physically vacates and surrenders possession of the space, or (iii) the thirtieth (30th) day following the date on which the Lessor delivers such Notice of Availability. E) Reference herein to the Leased Premises shall, effective upon the termination of the Lessee’s tenancy of the space in question, be deemed to include such space upon all of the same terms, covenants, and conditions contained in this Lease, except that the rental for such space shall be the then-prevailing fair market rental as of the date the Lessee commences such tenancy, which fair market rental shall be computed as an amount equal to one hundred percent (100%) of the fair market rental rate (“Fair Market Rental Rate”) of the Demised Premises based on its use at time of Notice of Availability, but calculated as if the Demised Premises were vacant with all Improvements thereon. Said Fair Market Rental Rate shall then apply to the Expansion Area for which Lessee has exercised its right of first offer. Upon Lessee’s notice to Lessor of its intent to exercise Lessee’s right of first offer, options, Lessor and practices between Landlord and Pacific Studio, Inc., as set forth on Exhibit E hereto, if additional leasable office space becomes available at the Center (“Additional Space”), then Landlord shall offer the Additional Space to Tenant before Landlord generally markets the Additional Space for rent. Landlord shall give Tenant written notice describing the location, square footage, date available, and terms under which Landlord is willing to lease the space to Tenant. Tenant Lessee shall have a period of ten (10) business days in which to accept agree on the Additional Space Fair Market Rental Rate of the Demised Premises (“Market Rate Determination”). If Lessor and Lessee agree on the Fair Market Rental Rate for the Demised Premises, then they shall immediately execute an amendment to this Lease stating and incorporating such agreed-upon Fair Market Rental Rate as the Base Rent for the applicable Extension Period. If Lessor and Lessee are unable to agree upon the terms set out Fair Market Rental Rate in Landlord’s notice to Tenant or to propose different terms under which Tenant would be willing to lease the Additional Space. If Tenant declines to lease the Additional Space under the terms set out in Landlord’s notice or fails to respond a commercially reasonable manner within the period set out aboveMarket Rate Determination period, then Landlord Lessee’s right of offer shall lapse. F) No such right of first offer shall exist or may be free to market exercised by the Additional Space for rent to the general public and to lease it to any party under Lessee (or if exercised, such terms as Landlord is willing to accept, provided, however, if Landlord has not leased such Additional Space within one hundred eighty (180) days after Tenant elects not to lease the same, any further transaction right shall be deemed a new determination cancelled and shall be of no force and effect) if at the time such right is claimed by Landlord the Lessee and/or at the time the Lessee’s tenancy of the space covered by such right is otherwise to lease such Additional Space and commence, the provisions of this paragraph shall again be applicable. If Tenant makes a timely counterproposal to Landlord, Lessee is then the parties agree to negotiate in good faith to attempt to reach agreement on the terms of a lease for the Additional Space, provided, that if the parties have failed to reach such agreement within fifteen (15) days of Tenant’s counterproposal, then neither party shall have any further obligations to the other default under this Section 2.D. Lease or this Lease is not then in full force and Landlord may proceed to market and lease the Additional Space in its discretion, subject to the proviso of the immediately preceding sentenceeffect.

Right of First Offer for Additional Space. Subject (a) Adjacent to the existing rights Leased Space is additional space in the Building consisting of first offer, options, and practices between Landlord and Pacific Studio, Inc., 6,692 rentable square feet designated as set forth “Additional Space” on Exhibit E hereto, if additional leasable office space becomes available at A attached hereto (the Center (“Additional Space”), then which Additional Space is not currently the subject of a Lease, but which is subject to certain priority rights to lease (the “XL Rights”) granted to XL Global, Inc. (“XL”), another tenant at the Building, as of the date hereof. (b) Subject to the XL Rights, if at any time prior to the leasing of the Additional Space, Tenant desires to lease all or a portion thereof which is contiguous to the Leased Space, and which portion will not result in the remaining, unleased Additional Space consisting of less than 1500 rentable square feet in a configuration which Landlord in its reasonable judgment determines is not marketable, Tenant shall have a right of first offer to lease such Additional Space in accordance with the following procedure. If Tenant desires to lease such Additional Space, Tenant shall notify Landlord in writing (a “Tenant Expansion Notice”) that Tenant elects to lease such Additional Space and specify which portion of the Additional Space that Tenant so elects to lease (the “ROFO Space”), accompanied by a space plan showing the layout of such ROFO Space and the improvements to the ROFO Space required by Tenant. If Tenant elects to lease the ROFO Space, the ROFO Space shall be added to the Leased Space by amendment to this Lease and all of the terms and conditions of this Lease will apply to such ROFO Space, except that Landlord shall offer have no obligation to perform any Landlord’s Work. Notwithstanding the foregoing, Landlord shall provide an improvement allowance with respect to the ROFO Space equal to $0.75 per rentable square foot of the ROFO Space multiplied by the number of months remaining in the Term, with Tenant being obligated to pay for the cost of any improvements installed by Landlord in excess of such allowance, on or before the date of substantial completion of such work. Minimum Annual Rent and Additional Rent with respect to the ROFO Space at the then applicable rate per rentable square foot under this Lease shall commence upon the date of substantial completion of any improvements to the ROFO Space such that Tenant is able to use the ROFO Space for its intended purpose (the “ROFO Space Commencement Date”). Within five (5) business days of submission of the plans and specifications for the improvements to the ROFO Space to Tenant for approval, Tenant shall either (1) approve in writing such plans and specifications for the improvements to the ROFO Space, or (2) provide Landlord with specific comments with respect thereto which identify material discrepancies between such plans and specifications as submitted by Landlord and (A) the space plan provided by Tenant which accompanied the Tenant Expansion Notice, and/or (B) the level and character of finishes within the Leased Space. Any resubmission of plans and specifications by Landlord in response to Tenant’s comments shall be subject to the same requirements for Tenant’s approval or comments until the plans and specifications are approved. In the absence of Tenant’s timely approval or appropriate comments to the plans and specifications for the improvements to the ROFO Space as required above, then the ROFO Space Commencement Date shall be the date which is the first to occur of: (1) twelve (12) weeks after Landlord has delivered to Tenant for approval plans and specifications for the ROFO Space which are substantially consistent with the space plan provided by Tenant which accompanied the Tenant Expansion Notice, and the level and character of finishes within the Leased Space, or (2) the date of substantial completion of any improvements to the ROFO Space such that Tenant is able to use the ROFO Space for its intended purpose. Upon any expansion of the Leased Space pursuant to this Section: (i) upon the ROFO Space Commencement Date, any terms of this Lease dependent upon the size of the Leased Space such as Tenant’s Proportionate Share shall automatically be adjusted to account for the applicable increase in the rentable square footage of the Leased Space occurring as of such date, and (ii) to the extent requested by either party, the parties will execute an amendment to this Lease which expressly accounts for all applicable modifications to the terms hereof arising by virtue of such expansion. (c) If at any time Landlord receives a request for a proposal to lease all or a portion of the Additional Space to a third party (other than XL), which Landlord desires to issue, and if XL has waived the XL Rights with respect to such portion of the Additional Space, Landlord shall notify Tenant before Landlord generally markets of the same, which shall identify the portion of the Additional Space which is the subject of the request for rentproposal (the “Third Party Inquiry Notice”). Landlord shall give If Tenant written notice describing the location, square footage, date available, and terms under which Landlord is willing desires to lease fifty (50%) percent or more of the space to Tenant. Additional Space which is the subject of the Third Party Inquiry Notice, Tenant shall have issue to Landlord a Tenant Expansion Notice within ten (10) business days in which to accept after receipt of the Third Party Inquiry Notice, and the requirement that the remaining portion of the Additional Space upon be not less than 1500 rentable square feet in a configuration which Landlord in its reasonable judgment determines is marketable shall apply to the portion of the Additional Space identified in such Tenant Expansion Notice, and the provisions of subsection (b) above shall apply with respect to rent, improvement allowance and the like, and the Tenant Expansion Notice shall be accompanied by a space plan showing the layout of such Additional Space and the improvements to the Additional Space required by Tenant, which shall be treated as ROFO Space in accordance with the provisions of subsection (b) above. If Tenant elects not to expand into such Additional Space within the ten (10) business day period, then Landlord may proceed to lease such space to any third party free and clear of any rights of Tenant under this clause (c). All of the terms set out and conditions of this Lease will apply to any such ROFO Space leased by Tenant, in Landlord’s notice the same manner as if such ROFO Space were leased to Tenant or pursuant to propose different terms under which Tenant would be willing subsection (b) above. (d) In the event that Landlord leases any portion of the Additional Space to lease a third party, at such time as Landlord becomes aware that such third party intends to vacate the Additional Space at the end of its term, if XL has waived the XL Rights with respect to such portion of the Additional Space. If , Landlord shall provide to Tenant declines written notice of the expiration date of such lease, in which event the provisions of subsection (b) and (c) above shall apply to such vacated Additional Space, giving rise to the rights of first offer described in subsections (b) and (c) as to such vacated Additional Space when vacated and the term of such third party lease has expired. (e) Any lease of Additional Space between Landlord and Tenant shall be coterminous with the Term of the original Leased Space, and shall include the option to renew as set forth in Section 44 below, subject to any XL Rights to such Additional Space or ROFO Space. (f) All times for performance and issuance of notices under this Section 40 are of the essence. (g) Tenant’s rights under this Section 40 are conditioned upon there being no Event of Default by Tenant under this Lease at the time Tenant’s rights under this Section 40 would arise. (h) All of Tenant’s rights under this Section 40 are subject and subordinate to the prior rights of XL to lease the Additional Space under the terms set out in Landlord’s notice or fails pursuant to respond within the period set out above, then Landlord shall be free to market the Additional Space for rent to the general public and to lease it to any party under such terms as Landlord is willing to accept, provided, however, if Landlord has not leased such Additional Space within one hundred eighty (180) days after Tenant elects not to lease the same, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. If Tenant makes a timely counterproposal to Landlord, then the parties agree to negotiate in good faith to attempt to reach agreement on the terms of a lease for the Additional Space, provided, that if the parties have failed to reach such agreement within fifteen (15) days of Tenant’s counterproposal, then neither party shall have any further obligations to the other under this Section 2.D. and Landlord may proceed to market and lease the Additional Space in its discretion, subject to the proviso of the immediately preceding sentenceXL Lease.

Right of First Offer for Additional Space. Subject to During the existing rights primary term of this Lease and any Option Terms as provided herein, if applicable, Tenant shall have a right of first offer, options, and practices between Landlord and Pacific Studio, Inc., as set forth on Exhibit E hereto, if offer with respect to additional leasable office space becomes available at within the Center Building (“Additional Space”), then Landlord except that in no event shall offer the Additional Space include Suite 470 or Suite 400 (“Adjacent Space”), which Adjacent Space is separately covered in Section 53 below. Tenant acknowledges that currently there is vacant space in the Building and Tenant is not opting to Tenant before Landlord generally markets exercise its right of first offer with respect to such space, but that Tenant’s right hereunder shall apply to such space as such space becomes “available space” as provided hereunder. Tenant’s rights, as described below, shall take effect upon expiration or earlier termination of the current lease and any extensions thereto for Additional Space for rent. Landlord shall give Tenant written notice describing currently leased in the location, square footage, date availableBuilding, and terms under upon expiration or earlier termination of the next lease, and any extensions thereto, for Additional Space in the Building which Landlord is willing vacant as of the date of this Lease Agreement. This Right of First Offer shall continue and survive for every availability of Additional Space even if Tenant has previously declined to lease exercise such right on other Additional Space, provided, notwithstanding anything herein to the contrary, such Right of First Offer shall be limited to a one time right only for each space (i.e. once Tenant does not exercise its right with respect to Tenanta certain suite/space, Tenant shall no longer have a right of first offer for that suite/space). Tenant shall have ten (10) business days in which the following rights with respect to accept the Additional Space upon Space: (i) Upon the terms and provisions set out forth in Landlord’s notice to this Lease, the Tenant or to propose different terms under which Tenant would be willing shall have a right of “first offer” to lease the Additional Space. If the Tenant declines fails to exercise such right of first offer as provided herein with regard to any part of the Additional Space, the Landlord thereafter may lease such space to any party or parties and upon any terms the Landlord deems necessary or desirable. (ii) For the purposes of this Section, “first offer” shall mean a right by the Tenant, during the primary term of this Lease and any Option Terms as provided herein, to lease such space following the expiration or earlier termination of the Landlord’s current lease and any extensions thereto for Additional Space currently leased in the Building, and upon expiration or earlier termination of the next lease, and any extensions thereto, for any Additional Space in the Building which is vacant as of the date of this Lease Agreement. This Right of First Offer shall continue and survive for every availability of Additional Space even if Tenant has previously declined to exercise such right, provided, notwithstanding anything herein to the contrary, such Right of First Offer shall be limited to a one time right only for each space (i.e. once Tenant does not exercise its right with respect to a certain suite/space, Tenant shall no longer have a right of first offer for that suite/space). For purposes of this Section, space becomes “available space” in the Building when, if the Additional Space under is currently leased as of the terms set out date of this Lease Agreement, the current lease of such space has expired and is not renewed or extended by the current tenant or otherwise terminated, and the current tenant of such space has physically vacated and surrendered possession of the space to the Landlord, and for any Additional Space which is vacant as of the date of this Lease, upon expiration or earlier termination of the next lease, and any extensions or renewals thereto for such space, and such tenant has physically vacated and surrendered possession of such space to Landlord. (iii) The Tenant may not exercise any right of first offer with respect to less than all of the space described in Landlord’s the Notice of Availability defined below. The Tenant shall exercise such right of first offer by delivering written notice or fails of exercise to respond within the period set out above, then Landlord shall be free not later than thirty (30) days following the date of delivery by the Landlord to market the Tenant of notice (“Notice of Availability”) that certain Additional Space is becoming available on the expected date specified in the notice. Notice of Availability will include the rate of Base Rent that Landlord expects to charge for the Additional Space for rent described in the Notice of Availability. The Notice of Availability will not be delivered to the general public and to lease it to any party under such terms as Landlord is willing to accept, provided, however, if Landlord has not leased such Additional Space within Tenant more than one hundred eighty (180) days after Tenant elects not prior to lease the same, any further transaction shall be deemed a new determination by date upon which the Landlord to lease expects such Additional Space to become available space. (iv) The Tenant’s tenancy of the Additional Space covered by any exercised right of first offer shall commence and be deemed to have commenced upon the provisions earlier of this paragraph (i) sixty (60) days following the date that the subject Additional Space has been vacated by the then current tenant, or (ii) upon Tenant’s taking occupancy. Tenant shall again be applicable. If Tenant makes a timely counterproposal accept delivery of any Additional Space with tenant improvements existing at the time said space becomes “available space,” subject to Landlord, then the parties agree to negotiate in good faith to attempt to reach agreement on the terms of a lease for Section 9 of the Lease, unless otherwise agreed in writing by Landlord and Tenant. Upon Tenant’s taking occupancy of such Additional Space, providedsuch Additional Space shall become a part of the Premises under this Lease, provided Base Rent for such Additional Space shall be at the rate described in Landlord’s notice delivered pursuant to Section 50(iii) above, which rate shall be for comparable space, in comparable condition, in a comparable location for a term coterminous with the Lease. At the time that if any Additional Space is added to the parties have failed Premises there shall be an appropriate adjustment to reach such agreement within fifteen (15) days of Tenant’s counterproposal, then neither party shall have any further obligations to the other under Share as set forth in Section 4 of this Section 2.D. and Landlord may proceed to market and lease the Additional Space in its discretion, subject to the proviso of the immediately preceding sentenceLease.