Common use of Third Floor Expansion Space Clause in Contracts

Third Floor Expansion Space. The entire 3rd floor of the building (the "Third Floor Expansion Space") is presently leased to the same tenant ("Dean Xxxxxx") xhich occupies the Dean Xxxxxx Xxxmises on the 4th floor pursuant to a lease (the "Dean Xxxxxx Xxxse") which expires January 31, 2002. Unlike the Dean Xxxxxx Xxxmises, the Third Floor Expansion Space is subject to a renewal option. If the Tenant wishes to lease the Third Floor Expansion Space (which right shall be subject, in all events, to the right of renewal contained in the Dean Xxxxxx xxxse), it shall give written notice (the "First Notice") to the Landlord no later than April 30, 2001. If Dean Xxxxxx xxxrcises its option to renew, Tenant shall have no further rights under this Article Forty-Five with respect to the Third Floor Expansion Space. Time shall be of the essence with respect to the delivery of the First Notice. If the Tenant timely delivers the First Notice, the parties shall endeavor to agree on a rental therefor. If the parties are unable to agree on a rental for such Third Floor Expansion Space by six months prior to the expiration date of the Dean Xxxxxx Xxxse for such space, or if the Tenant fails to timely deliver the First Notice for such space, the Landlord shall be free to lease such Third Floor Expansion Space to any unaffiliated third party free of the rights of the Tenant hereunder, and the Landlord shall have no further obligation under this Article Forty-Five with respect to the Third Floor Expansion Space, except as set forth in the balance of this paragraph (a). If the parties are unable to agree on a rental for such Third Floor Expansion Space and the Landlord thereafter offers to lease such space to a third party, the Landlord shall give the Tenant written notice of the financial terms upon which it is offering to lease the space to the third party (the "Third Party Offer"). If the present value of the net effective rent set out in the Third Party Offer (discounted at the rate of 2% over the prime rate then announced by Chase Manhattan Bank, N.A., or any successor thereto), is less than 90% of the present value of the net effective rent last offered by the Landlord to the Tenant for such space, the Tenant shall have a period of five (5) business days in which to notify the Landlord as to whether it wishes to lease the relevant Third Floor Expansion Space on the terms set forth in the Third Party Offer, (such notice from Tenant being referred to as the "Second Notice") time being of the essence with respect to the delivery of the Second Notice. If the Tenant timely delivers the Second Notice, the Landlord shall promptly prepare an amendment to this lease reflecting the addition of the Third Floor Expansion Space upon the terms set forth in the Third Party Offer and the Tenant shall then have a period of fifteen (15) days in which to execute and return the lease amendment to the Landlord. If the Tenant does not execute and return the lease amendment to the Landlord within 15 days, or if the Tenant fails to timely deliver the Second Notice, the Landlord may thereafter lease the relevant Third Floor Expansion Space to a third party at any terms it wishes, free of the Tenant's rights hereunder and thereafter, the Landlord shall have no further obligation to the Tenant under paragraph (a) of this Article with respect to such Third Floor Expansion Space.

Third Floor Expansion Space. The entire 3rd floor Provided that Tenant shall not be in default at any time during the initial Lease Term beyond any applicable grace period, Tenant shall have an ongoing right of first refusal, during the first five (5) years of the building Lease Term, to lease the South Wing of the Third Floor of the Building (the "“Third Floor Expansion Space") is presently leased to the same tenant ("Dean Xxxxxx") xhich occupies the Dean Xxxxxx Xxxmises ”), as shown on Exhibit “N” attached hereto and made a part hereof, on the 4th floor pursuant to following terms and conditions: 37.1 If Landlord receives a request for lease (the "Dean Xxxxxx Xxxse"“Third Party Request”) which expires January 31, 2002. Unlike from a third party (the Dean Xxxxxx Xxxmises, “Third Party”) for (a) the Third Floor Expansion Space is subject in and of itself, or (b) the Third Floor Expansion Space as part of a larger space requirement, Landlord shall, within seven (7) Business Days of receiving the Third Party Request, communicate the terms of the Third Party Request to Tenant in writing (“Landlord’s Notice of Third Party Request”). Tenant shall then have seven (7) Business Days from receipt of Landlord’s Notice of Third Party Request to accept the terms and conditions of the Third Party Request (including the size of the space requirement) by notifying Landlord, in writing, of its intent to lease (a) the Third Floor Expansion Space in and of itself or (b) the Third Floor Expansion Space as part of a renewal option. larger space requirement, as the case may be, on said terms and conditions. 37.2 If Tenant does not so notify Landlord of its intent to lease the Third Floor Expansion Space, then Tenant wishes shall have no further right to lease the Third Floor Expansion Space, provided that if Landlord fails to execute a lease agreement with the Third Party pursuant to the terms and conditions of the Third Party Request within one hundred and eighty (180) days of said seven (7) Business Day period, Tenant’s right to lease the Third Floor Expansion Space shall revive and be in full force and effect. 37.3 If Tenant notifies Landlord of its intent to lease the Third Floor Expansion Space, Landlord shall submit to Tenant, and Tenant shall execute and deliver to Landlord within five (5) Business Days from receipt thereof, an amendment to this Lease which right shall be subject, in contains all events, to of the right of renewal contained terms and conditions set forth in the Dean Xxxxxx xxxse)Third Party Request, it shall give written notice (and such modifications to this Lease as may be necessary to reflect the "First Notice") to the Landlord no later than April 30, 2001. If Dean Xxxxxx xxxrcises its option to renew, Tenant shall have no further rights under this Article Forty-Five with respect to inclusion of the Third Floor Expansion Space. Time shall be of the essence with respect to the delivery of the First Notice. If the Tenant timely delivers the First Notice, the parties shall endeavor to agree on a rental therefor. If the parties are unable to agree on a rental for such Third Floor Expansion Space by six months prior to the expiration date of the Dean Xxxxxx Xxxse for such space, or if the Tenant fails to timely execute and deliver the First Notice for such space, the Landlord shall be free to lease such Third Floor Expansion Space to any unaffiliated third party free of the rights of the Tenant hereunder, and the Landlord shall have no further obligation under this Article Forty-Five with respect to the Third Floor Expansion Space, except as set forth in the balance of this paragraph (a). If the parties are unable to agree on a rental for such Third Floor Expansion Space and the Landlord thereafter offers to lease such space to a third party, the Landlord shall give the Tenant written notice of the financial terms upon which it is offering to lease the space to the third party (the "Third Party Offer"). If the present value of the net effective rent set out in the Third Party Offer (discounted at the rate of 2% over the prime rate then announced by Chase Manhattan Bank, N.A., or any successor thereto), is less than 90% of the present value of the net effective rent last offered by the Landlord to the Tenant for such space, the Tenant shall have a period of said amendment within said five (5) business days in which to notify the Landlord as to whether it wishes Business Day period, Tenant’s right to lease the relevant Third Floor Expansion Space on the terms set forth in the Third Party Offer, (such notice from Tenant being referred to as the "Second Notice") time being of the essence with respect to the delivery of the Second Notice. If the Tenant timely delivers the Second Notice, the Landlord shall promptly prepare an amendment to this lease reflecting the addition of the Third Floor Expansion Space upon the terms set forth in the Third Party Offer shall terminate, and the Tenant shall then have a period of fifteen (15) days in which to execute and return the lease amendment to the Landlord. If the Tenant does not execute and return the lease amendment to the Landlord within 15 days, or if the Tenant fails to timely deliver the Second Notice, the Landlord may thereafter lease the relevant Third Floor Expansion Space to a third party at any terms it wishes, free of the Tenant's rights hereunder and thereafter, the Landlord shall have no further obligation to lease the Tenant under paragraph (a) of this Article with respect to such Third Floor Expansion SpaceSpace to Tenant and may lease the Third Floor Expansion Space (or any portion thereof) to another party upon such terms and conditions as Landlord may deem appropriate, free and clear of any rights in favor of Tenant contained herein. 37.4 If Tenant’s rights under Section 37 terminate, Tenant shall execute and deliver to Landlord, within five (5) Business Days from receipt thereof, an agreement prepared by Landlord, in recordable form, confirming the termination of Tenant’s rights under Section 37. Tenant’s failure to so execute and deliver such an agreement shall entitle Landlord to execute and record an affidavit confirming the termination of Tenant’s rights under Section 37, which affidavit shall be binding upon the parties and may be relied upon by third parties. 37.5 Without limiting the generality of any of Tenant’s indemnifications as set forth in this Lease, Tenant shall also be liable for any and all damages, costs and expenses including, without limitation, delay damages, loss of opportunity damages, lost rent and attorneys’ fees incurred as a result of Tenant’s failure to execute an amendment to this Lease after having exercised its right of first refusal as set forth above. 37.6 Tenant may not assign, mortgage, pledge, encumber or otherwise transfer its interest or rights under Section 37, and any such purported transfer or attempt to transfer shall be null and void and without effect, shall terminate Tenant’s rights under Section 37, and shall constitute an Event of Default under this Lease.