Common use of Construction In First Offer Space Clause in Contracts

Construction In First Offer Space. If Tenant leases any First Offer Space pursuant to the terms of this Section 1.4: (i) Tenant shall take such First Offer Space in its “AS IS” condition as of the date of delivery of such space by Landlord to Tenant (except that Landlord shall deliver to Tenant the Base, Shell and Core of such First Offer Space and the floor upon which such First Offer Space is located in the condition therefor set forth in the Tenant Work Letter, as shall be modified if the First Offer Space is less than a full floor to include finished common elevator lobby and corridor for the floor upon which such First Offer Space is located and demising walls separating such First Offer Space from the remaining space on such floor, and as further modified if the First Offer Space is located in Building G to include only standard Building G Base, Shell and Core items then applicable for such First Offer Space and the floor upon which such First Offer Space is located); (ii) the construction of improvements in such First Offer Space shall be Tenant’s sole responsibility, with any such construction to comply with the terms of Article 8 of this Lease (and not the provisions of the Tenant Work Letter, which shall not be applicable to such First Offer Space, except for Landlord’s obligations set forth in clause (i) hereinabove pertaining to the Base, Shell and Core, if applicable); and (iii) except for Landlord’s obligations set forth in clause (i) hereinabove pertaining to the Base, Shell and Core, Landlord shall not be obligated to provide or pay for any improvements, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the First Offer Space; provided, however, Landlord shall provide Tenant a tenant improvement allowance for the First Offer Space leased by Tenant in the amount, if any, as determined as part of the Fair Market Rental Rate as described in Section 1.4.3 above.

Construction In First Offer Space. If Tenant leases any First Offer Space pursuant to the terms of this Section 1.4: (i) Tenant 1.6, Landlord shall take deliver such First Offer Space in its “AS IS” condition as of the date of delivery of such space by Landlord to Tenant clean of debris (except that Landlord shall deliver to Tenant the Baseand with any Hazardous Materials spills therein, Shell cleaned-up) and Core free and clear of such First Offer Space all prior tenants and the floor upon which such First Offer Space is located their personal property, and otherwise in the condition therefor described in Section 1.2 above. Except as set forth in the Tenant Work Letter, as shall be modified if the First Offer Space is less than a full floor to include finished common elevator lobby and corridor for the floor upon which such First Offer Space is located and demising walls separating such First Offer Space from the remaining space on such floor, and as further modified if the First Offer Space is located in Building G to include only standard Building G Base, Shell and Core items then applicable for such First Offer Space and the floor upon which such First Offer Space is located); (ii) the construction of improvements in such First Offer Space shall be Tenant’s sole responsibility, with any such construction to comply with the terms of Article 8 of this Lease (and not the provisions of the Tenant Work Letter, which shall not be applicable to such First Offer Space, except for Landlord’s obligations set forth in clause (i) hereinabove pertaining to the Base, Shell and Core, if applicable); and (iii) except for Landlord’s obligations set forth in clause (i) hereinabove pertaining to the Base, Shell and CoreSection 1.2 above, Landlord shall not be obligated to provide or pay for any improvements, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the First Offer Space, and the Refurbishment Allowance set forth in Section 8.4 of this Lease shall not apply to any First Offer Space leased by Tenant hereunder; provided, however: (i) in the event the First Offer Space Rent for such First Offer Space shall be as set forth in Section 1.6.4.1 above, Landlord shall provide Tenant a tenant improvement refurbishment allowance for the First Offer Space leased by Tenant in the amount equal to the product of $15.00 per rentable square feet of such First Offer Space multiplied by a fraction, the numerator of which is equal to the number of months from the First Offer Space Commencement Date through the end of the initial Lease Term (as may be extended through the Special Extension Date pursuant to clause (B) of Section 1.6.6 below if the First Offer Space Commencement Date for such First Offer Space occurs during the last thirty-six (36) months of the initial Lease Term as set forth therein), and the denominator of which is equal to sixty-four (64); and (ii) in the event the First Offer Space Rent for such First Offer Space shall be determined pursuant to Section 1.6.4.2 above, Landlord shall provide Tenant a refurbishment allowance for the First Offer Space leased by Tenant in the amount, if any, as determined as part of the Terms set forth in the First Offer Notice if Tenant elects the option in Section 1.6.3.1 above, at the Fair Market Rental Rate as described for such First Offer Space if Tenant elects the option in Section 1.4.3 1.6.3.2 above., or upon Tenant's Proposed Terms if Tenant elects the option in Section 1.6.3.3 above and Landlord elects the option in clause (i) of Section 1.6.3.3 above. Any such refurbishment allowance shall be disbursed by Landlord pursuant to provisions similar to Section. 8.4

Construction In First Offer Space. If Tenant leases any First Offer Space pursuant to the terms of this Section 1.4: (i) Tenant 1.6, Landlord shall take deliver such First Offer Space in its “AS IS” condition as of the date of delivery of such space by Landlord to Tenant clean of debris (except that Landlord shall deliver to Tenant the Baseand with any Hazardous Materials spills therein, Shell cleaned-up) and Core free and clear of such First Offer Space all prior tenants and the floor upon which such First Offer Space is located their personal property, and otherwise in the condition therefor described in Section 1.2 above. Except as set forth in the Tenant Work Letter, as shall be modified if the First Offer Space is less than a full floor to include finished common elevator lobby and corridor for the floor upon which such First Offer Space is located and demising walls separating such First Offer Space from the remaining space on such floor, and as further modified if the First Offer Space is located in Building G to include only standard Building G Base, Shell and Core items then applicable for such First Offer Space and the floor upon which such First Offer Space is located); (ii) the construction of improvements in such First Offer Space shall be Tenant’s sole responsibility, with any such construction to comply with the terms of Article 8 of this Lease (and not the provisions of the Tenant Work Letter, which shall not be applicable to such First Offer Space, except for Landlord’s obligations set forth in clause (i) hereinabove pertaining to the Base, Shell and Core, if applicable); and (iii) except for Landlord’s obligations set forth in clause (i) hereinabove pertaining to the Base, Shell and CoreSection 1.2 above, Landlord shall not be obligated to provide or pay for any improvements, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the First Offer Space, and the Refurbishment Allowance set forth in Section 8.4 of this Lease shall not apply to any First Offer Space leased by Tenant hereunder; provided, however: (i) in the event the First Offer Space Rent for such First Offer Space shall be as set forth in Section 1.6.4.1 above, Landlord shall provide Tenant a tenant improvement refurbishment allowance for the First Offer Space leased by Tenant in the amount equal to the product of $15.00 per rentable square feet of such First Offer Space multiplied by a fraction, the numerator of which is equal to the number of months from the First Offer Space Commencement Date through the end of the initial Lease Term (as may be extended through the Special Extension Date pursuant to clause (B) of Section 1.6.6 below if the First Offer Space Commencement Date for such First Offer Space occurs during the last thirty-six (36) months of the initial Lease Term as set forth therein), and the denominator of which is equal to sixty-four (64); and (ii) in the event the First Offer Space Rent for such First Offer Space shall be determined pursuant to Section 1.6.4.2 above, Landlord shall provide Tenant a refurbishment allowance for the First Offer Space leased by Tenant in the amount, if any, as determined as part of the Terms set forth in the First Offer Notice if Tenant elects the option in Section 1.6.3.1 above, at the Fair Market Rental Rate as described for such First Offer Space if Tenant elects the option in Section 1.4.3 1.6.3.2 above, or upon Tenant's Proposed Terms if Tenant elects the option in Section 1.6.3.3 above and Landlord elects the option in clause (i) of Section 1.6.3.3 above. Any such refurbishment allowance shall be disbursed by Landlord pursuant to provisions similar to Section. 8.4 of this Lease.

Construction In First Offer Space. If Tenant leases timely elects to lease any First Offer Space pursuant to the terms of this Section 1.4: (i) Tenant shall take such First Offer Space in its “AS IS” condition as of the date of delivery of such space by Landlord to Tenant (except that Landlord shall deliver to Tenant the Base1.5, Shell and Core of such First Offer Space and the floor upon which such First Offer Space is located in the condition therefor set forth in the Tenant Work Letter, as shall be modified if the First Offer Space is less than a full floor to include finished common elevator lobby and corridor for the floor upon which such First Offer Space is located and demising walls separating such First Offer Space from the remaining space on such floor, and as further modified if the First Offer Space is located in Building G to include only standard Building G Base, Shell and Core items then applicable for such First Offer Space and the floor upon which such First Offer Space is located); (ii) the construction of improvements in such First Offer Space shall be Tenant’s sole responsibility, with any such construction to comply with the terms of Article 8 of this Lease (and not the provisions leased by Tenant in its "AS IS" condition as of the date Tenant Work Letter, which shall not be applicable to such First Offer Space, except for Landlord’s obligations set forth in clause (i) hereinabove pertaining to the Base, Shell delivers Tenant's Election Notice and Core, if applicable); and (iii) except for Landlord’s obligations set forth in clause (i) hereinabove pertaining to the Base, Shell and Core, Landlord shall not be obligated to provide or pay for any improvements, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment as of the First Offer Space; providedSpace Commencement Date, howeverand Landlord shall construct the initial tenant improvements for the First Offer Space pursuant to a tenant work letter to be attached as an exhibit to the First Offer Amendment (the "First Offer Work Letter"), which First Offer Work Letter shall be substantially the same as the Tenant Work Letter attached to this Lease as Exhibit D, except (i) the tenant improvement allowance to be provided by Landlord for the First Offer Space leased by Tenant shall be determined as provided hereinbelow, and (ii) the time deadlines for submittal and approval of plans and specifications and other actions required to be performed by Landlord and Tenant shall be revised pursuant to a schedule mutually approved by the parties and set forth in such First Offer Work Letter. In the event that Tenant delivers Tenant's Election Notice to Landlord prior to July 1, 2002, Landlord shall provide Tenant a tenant improvement allowance for the First Offer Space leased by Tenant of up to, but not exceeding, the product of $36.00 multiplied by the square feet of Rentable Area contained in the amountFirst Offer Space. In the event that Tenant delivers Tenant's Election Notice to Landlord after June 30, 2002, the tenant improvement allowance to be provided by Landlord, if anyat all, as for the First Offer Space leased by Tenant shall be determined as part of the Fair Market Rental Rate payable therefor as described set forth in Section 1.4.3 1.5.3.2 above. In addition to such tenant improvement allowance, if at the time Tenant delivers Tenant's Election Notice, Tenant has previously properly exercised Tenant's Expansion Option to lease the Expansion Space pursuant to Section 1.4 above, Tenant shall also have the option, exercisable by written notice delivered to Landlord concurrently with Tenant's Election Notice, to receive an allowance from Landlord (the "First Offer Moving/FF&E Allowance") in the amount of $170,000.00, to help reimburse Tenant for the costs incurred by Tenant in moving to the First Offer Space and acquiring and installing furniture, fixtures, equipment and other personal property in the First Offer Space on or before the first (1st) anniversary of the First Offer Space Commencement Date. The amount of the First Offer Moving/FF&E Allowance actually provided by Landlord to Tenant shall be amortized on a monthly basis over the first sixty (60) months of the First Offer Term (as defined in Section 1.5.5 below) together with interest at an interest rate of eleven percent (11%) per annum. As consideration for Landlord providing the First Offer Moving/FF&E Allowance to Tenant, such monthly amortized amount of the First Offer Moving/FF&E Allowance (the "First Offer Improvement Rent") shall be paid by Tenant to Landlord as additional Rent, on the first (1st) day of each month during the first sixty (60) months of the First Offer Term. In the event this Lease, as amended by the First Offer Amendment, shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of this Lease, as amended by the First Offer Amendment, Tenant acknowledges and agrees that the unamortized balance of the First Offer Moving/FF&E Allowance which has not been paid by Tenant to Landlord as of the termination date shall become immediately due and payable as unpaid Rent which has been earned as of such termination date. In addition, in no event shall the First Offer Improvement Rent be abated for any reason whatsoever, including without limitation, pursuant to Sections 1.5.3 or 3.1 or Articles 12 or 18 below.

Construction In First Offer Space. If Tenant leases any First Offer Space pursuant to the terms of this Section 1.4: (i) Tenant shall take such accept the subject First Offer Space in its then-existing “AS ISas is” condition as of the date of delivery of such space by Landlord to Tenant (except that Landlord shall deliver to Tenant the Base, Shell and Core of such First Offer Space and the floor upon which such First Offer Space is located in the condition therefor set forth in the Tenant Work Letter, as shall be modified if the First Offer Space is less than a full floor to include finished common elevator lobby and corridor for the floor upon which such First Offer Space is located and demising walls separating such First Offer Space from the remaining space on such floorcondition, and as further modified if the First Offer Space is located in Building G to include only standard Building G Base, Shell and Core items then applicable for such First Offer Space and the floor upon which such First Offer Space is located); (ii) the construction of improvements in such the subject First Offer Space shall be Tenant’s sole responsibility, with any such construction to comply with the terms of Article 8 of the Work Letter. Notwithstanding the foregoing, in the event that the applicable First Offer Space with respect to which Tenant exercises the Offer Right pursuant to this Lease Section 1.3 is the entire thirteenth (and not the provisions 13th) floor of the Building, then at Tenant’s election provided that Tenant Work Letter, which shall not be applicable is leasing and Occupying (as defined below) the entire fourteenth (14th) floor of the Premises as of the date Tenant exercises its Offer Right as to such First Offer Space, except for Landlordthen, upon Tenant’s obligations set forth in clause request (i) hereinabove pertaining to the Base, Shell and Corewhich shall be expressly made, if applicableat all, in Tenant’s First Offer Exercise Notice); and (iii) except for Landlord’s obligations set forth in clause (i) hereinabove pertaining to the Base, Shell and Core, Landlord shall not remove the existing sheetrock that currently encases the internal stairwell (the “ROFO Internal Stairwell”) between the thirteenth (13th) and fourteenth (14th) floors of the Building, at its cost (it being agreed that if Tenant fails to request that Landlord remove the sheetrock that currently encases the ROFO Internal Stairwell in its First Offer Exercise Notice, Landlord shall have no obligation remove such sheetrock), prior to delivering possession of such First Offer Space located on the thirteenth (13th) floor to Tenant, and the square footage of such stairwell area (which is 137 rentable square feet) shall be obligated to provide or pay for any improvements, remodeling or refurbishment work or services related to included in the improvement, remodeling or refurbishment Premises as of the First Offer SpaceCommencement Date for such First Offer Space (unless the square footage of such stairwell area was previously included in the Premises in connection with Tenant’s performance of the Phase II Premises Improvements, as defined in the Work Letter, pursuant to the Work Letter); provided, however, that Tenant, not Landlord, shall be responsible for complying with all applicable Laws relating to the use of and/or any alterations or other such requirements with respect to the ROFO Internal Stairwell. Tenant shall reasonably cooperate with Landlord shall provide Tenant in the performance of such work in the Premises in a tenant improvement allowance for timely manner and otherwise in accordance with the applicable amendment to this Lease pertaining to such First Offer Space leased by Space. Notwithstanding anything to the contrary contained in this Lease, Tenant in shall have no obligation to remove the amount, if any, as determined as part ROFO Internal Stairwell or restore the existing sheetrock that currently encases the ROFO Internal Stairwell upon the expiration or sooner termination of the Fair Market Rental Rate as described in Section 1.4.3 abovethis Lease.