Anything to the contrary herein notwithstanding, Landlord shall have the right (hereinafter called Landlords Acceleration Right) to accelerate the exercise of the Offer Space Option in advance of the Anticipated Offer Space Commencement Date by written notice thereof to Tenant (Landlords Acceleration Notice), and to cause the Anticipated Offer Space Commencement Date to occur earlier than the Anticipated Offer Space Commencement Date in the event that the same will become available for delivery to Tenant earlier than the Anticipated Offer Space Commencement Date (the Acceleration Date); provided, however, that in no event shall the Acceleration Date be more than three (3) months prior to the applicable Anticipated Offer Space Commencement Date. Notwithstanding the foregoing, for purposes of this Article 10, the Offer Space shall not be deemed to become Available for Tenant earlier than the Anticipated Offer Space Commencement Date except in the event that # the existing lease(s) for such space shall be terminated by reason of an Offer Space Termination Event (as such term is hereinafter defined) or # Landlord receives a bona fide offer from a third party (or their brokers or agents) to lease the Offer Space in question. As used herein, the term Offer Space Termination Event shall mean one or more of the following: # a default by the existing tenant(s) or occupant(s) of such space (hereinafter called the Existing Tenant) under the Existing Tenants lease (hereinafter called the Existing Lease) after the expiration of any applicable notice and cure periods provided for in the Existing Lease; # a voluntary surrender or early termination of the Existing Lease (or a portion thereof); or # a rejection of the Existing Lease in bankruptcy or the filing of a bankruptcy or insolvency proceeding by or against the Existing Tenant. In the event that Landlord shall exercise Landlords Acceleration Right, Tenant shall notify Landlord that it is electing to exercise the Offer Space Option by providing an Acceptance Notice no later than ten (10) days following the giving of such Landlords Acceleration Notice (time shall be of the essence with respect to such date), and if Tenant exercises the Offer Space Option the Anticipated Offer Space Commencement Date shall be deemed to be the Acceleration Date. If Tenant does not give the Acceptance Notice to Landlord on or prior to the expiration of such 10-day period, then, Landlord shall thereafter have the right to lease the Offer Space (or any part thereof) in question to any other party on terms acceptable to Landlord in Landlords sole discretion and Tenant shall no longer have any rights under this Article 10 with respect to such Offer Space.
Subject to the further provisions of this Article 10, and provided # this Lease shall not have been terminated and Tenant has not given a Tenants Cancellation Notice pursuant to Article 11 of this Amendment, # Tenant is not then in monetary or material non-monetary default beyond any applicable notice and/or grace period under the Lease, and # Tenant shall then lease and shall then be in actual occupancy of at least 70,000 rentable square feet of office space in the Building, then, if at any time during the Offer Period any Offer Space either becomes, or Landlord reasonably anticipates any Offer Space will become, Available, Landlord shall give to Tenant notice thereof (such notice, an Offer Notice) specifying: # the date or estimated date that the Offer Space has, shall or may become Available (the Anticipated Offer Space Commencement Date) and # the Offer Space subject to the Offer Notice. Notwithstanding the foregoing, if the Anticipated Offer Space Commencement Date with respect to any Offer Space occurs after the Offer Period and Tenant, at the time the Offer Notice if given by Landlord, shall then have a valid and unexpired Extension Option with respect to which the time period to give an Extension Notice has not expired in accordance with Article 9 of this Amendment and which Tenant has the right to exercise in accordance with Article 9 of this Amendment, then Landlord shall still be required to give to Tenant an Offer Notice with respect to such Offer Space and Tenant may, in accordance with the time periods set forth herein, give an Acceptance Notice (as hereinafter defined) but only if Tenant, simultaneously with the giving of such Acceptance Notice, irrevocably gives an Extension Notice exercising such Extension Option and designating in such Extension Notice the Entire Premises as the Extension Premises (including the applicable Offer Space with respect to which the Acceptance Notice is given). An Offer Notice may be given by Landlord with respect to any Offer Space: # that comprises the entire rentable area of any floor of the Building, not more than eighteen (18) months prior to the Anticipated Offer Space Commencement Date with respect to such Offer Space and not less than three (3) months prior to the Anticipated Offer Space Commencement Date with respect to such Offer Space; or # that comprises less than all of the entire rentable area of any floor of the Building, not more than nine (9) months prior to the Anticipated Offer Space Commencement Date with respect to such Offer Space and not less than three (3) months prior to the Anticipated Offer Space Commencement Date with respect to such Offer Space (provided, however, if Landlord shall have received a bona fide offer from a third-party to lease any Offer Space comprising less than all of the entire rentable area of any floor of the Building prior to the nine (9) month period referred to herein, then Landlord shall be permitted to give an Offer Notice with respect to such Offer Space upon receipt of such bona fide offer, but in no event shall Landlord give such Offer Notice more than twelve (12) months prior to the Anticipated Offer Space Commencement Date).
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