RIGHT OF FIRST OFFER TO RENT

(a) [n the event that the present Landlord shall desire to net lease its interest in the Leased Premises (hereinafter referred to as "Landlord's Interests") at any time during the Term for a period extending beyond the then existing term of this lease, then, provided Tenant shall not be in default of any of the terms, covenants, provisions and conditions of this lease on Tenant's part to observe and perform both at the time of the "First Offer Acceptance" (as such is hereinafter defined), and at the closing of the lease of Landlord's Interests to Tenant pursuant to this Article, Tenant shall have the right of first offer ("Tenant's First Offer Right") to lease the Landlord's Interests in accordance with and subject to the further provisions of this Section (a).

(b) If Landlord desires to net lease Landlord's Interests, Landlord shall send Tenant a notice (the "Landlord's First Offer Notice") together with a proposed form of lease (the "Proposed Lease") containing the rent and the other provisions upon which Landlord is willing to lease Landlord's Interests.

(c) If after sending a Landlord's First Offer Notice and Proposed Lease to Tenant which did not result in a First Offer Acceptance, Landlord desires to revise the rent or other material terms upon which Landlord is willing to net lease Landlord's Interests so that the rent or such terms are less favorable to Landlord, then Landlord shall send Tenant a new notice (hereinafter referred to as "Landlord's Revised Notice") together with a revised lease (hereinafter referred to as the "Revised Proposed Lease") containing the revised terms upon which Landlord is willing to lease Landlord's Interests.

(d) Within thirty (30) days after receipt of Landlord's First Offer Notice or within ten (10) days after receipt of Landlord's Revised Notice (as the case may be) Tenant shall either (i) send to Landlord a written acceptance (the "First Offer Acceptance") which First Offer Acceptance, to be valid and effective must be accompanied by two (2) signed copies of the Proposed Lease or Revised Proposed Lease (as the case may be) or (ii) send to Landlord a written notice (the "First Offer Waiver") waiving its rights to lease the Landlord's Interests upon the terms set forth in the Proposed Lease or Revised Proposed Lease (as the case may be). Tenant shall be conclusively deemed to have sent a First Offer Waiver to Landlord if the Tenant fails to send the First Offer Acceptance together with the signed Proposed Lease or Revised Proposed Lease (as the case may be) within said thirty (30) day or ten (10) day period (as the case may be). In the event Tenant sends, or is conclusively deemed to have sent, a First Offer Waiver to Landlord, then Landlord may consummate a transaction substantially as set forth in the Proposed Lease or Revised Proposed Lease (as the case may be) or upon terms and conditions less favorable to the prospective tenant. Landlord's right to so lease Landlord's Interests without sending a new Landlord's First Offer Notice and Proposed Lease or Revised Proposed Lease (as the case may be) shall be effective for a period of twelve (12) months from the later of the date of Landlord's First Offer Notice or Landlord's Revised Notice. If Landlord does not consummate the execution of a lease within said twelve (12) month period and the present Landlord shall then desire to lease Landlord's Interests, Tenant's First Offer Right set forth herein shall again be applicable, and the foregoing procedure shall be repeated. In the event Tenant sends the First Offer Acceptance, the signed Proposed Lease or the Revised Proposed Lease (as the case may be) to Landlord within the period as aforesaid, Landlord agrees that it will, within ten (10) days thereafter, execute the Proposed Lease or the Revised Proposed Lease (as the case -may be) and return one (1) copy to the Tenant whereupon the Proposed Lease or the Revised Proposed Lease (as the case may be) shall become a valid and binding lease between the parties thereto.

(b) Notwithstanding anything to the contrary contained in Section (a), the provisions of this Article shall not apply to any successor in interest to the present Landlord.