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conditions of the Offer to Lease and shall otherwise be upon the terms and conditions of this Lease, to the greatest extent applicable, except as otherwise agreed by Landlord or Tenant. 'Notwithstanding anything to the contrary contained herein, however, Tenant shall not have the right of first refusal to lease the Alternate Theater Premises if Tenant, at the time Landlord receives the Offer to Lease, has entered into an agreement to develop and/or operate a movie theater within a five-mile radius of Landlord's Parcel (excluding theaters being developed and/or operated by Tenant (or for which Tenant has entered into an agreement to develop and/or operate) as of the Effective Date). At the election of either party, any dispute between the parties regarding the foregoing right of first refusal (including, without limitation, determination of "the salient terms and conditions" of the Offer to Lease) that is not resolved within fifteen (15) days after notice of such dispute from either party shall be resolved by arbitration in accordance with Section 18.5. The provisions of this grammatical paragraph shall survive the termination of the Lease and shall be specifically enforceable by Tenant; provided, however, Tenant's right of first refusal shall terminate and shall be of no further force or effect if Landlord does not receive an ., " Offer to Lease within two (2) years after the termination of this Lease or if the parties fail to,. finalize the Alternate Lease within sixty (60) days after Tenant's Exercise Notice (unless the arbitration procedures of Section 18.5 are invoked with respect thereto within said 60-day period). If Landlord terminates this Lease in accordance with this Section 3.1 ( c) (provided such termination is not due to the fact that the applicable conditions remain unsatisfied due to the failure of Tenant to timely perform its obligations under this Lease), then within ten (10) days after Tenant's written demand, Landlord shall reimburse Tenant for all out-of-pocket costs and expenses incurred prior to the date of receipt of Landlord's termination notice by Tenant in pursuance of this Lease and in the performance of Tenant's undertakings hereunder, including, the cost of Tenant's Work (without limitation) all legal fees, fees and expenses of Tenant's architects and design professionals and amounts paid by Tenant to Landlord hereunder; provided, however, that such costs and expenses will be reimbursable to Tenant only after notice thereof to Landlord. Landlord's reimbursement obligation shall survive the termination of this Lease and shall not be subject to any provisions hereof otherwise purporting to limit Landlord's liability or the recourse that may be had against Landlord. Section 3.2 Initial Occupancy. Although the terms and provisions of this Lease to be performed by Tenant shall be effective from and after the Effective Date [except for Tenant's insurance obligations under Section 7.l(a)(l) of the Lease, which shall be effective from the date Tenant takes possession of the Premises or the first day of Tenant's Work Period (whichever occurs first) (subject to Section 15.1)], no Base Rent and no share of Real Estate Taxes, Common Area Expenses or other charges shall be payable by Tenant in respect of any period prior to the Commencement Date. Section 3.3 Extension Options. Landlord hereby grants to Tenant the option to extend the Lease Term for the number of additional consecutive Extension Terms as are set forth in Section 1.1. Tenant shall exercise its extension option by written notice to Landlord at least one hundred eighty (180) days but not more than two hundred seventy (270) days before the end of the then-current Term; provided, however, that such notice shall be voidable by Landlord if, at " 20 CHG02:3091375.v8 . -..,.., ....