Common use of Exercise of Refusal Right Clause in Contracts

Exercise of Refusal Right. In the event that Refusal Space in the Building becomes available, availability, for purposes hereof, to be at the sole determination of Landlord, and Landlord receives a bona fide offer from a third party to lease all or a part of the Refusal Space which Landlord desires to accept, Landlord shall so notify Tenant and shall include in such notice the rental rate for the subject Refusal Space, expense stop, term of the proposed Lease (together with any renewal rights being granted), and any lease concessions to be granted. Tenant shall have five (5) days from the receipt of such notice to notify Landlord in writing of the exercise by Tenant of Tenant's Refusal Right with respect to the subject Refusal Space, which shall be on the same terms and with respect to the entire space specified in Landlord's notice. If the Right of First Refusal is exercised prior to November 1, 1996 then the Commencement Date for the Refusal Space shall be within six (6) months of exercise, but in no event later than December 31, 1996. If Tenant exercises this Right of First Refusal after November 1, 1996, however, then the Commencement Date shall be the same as proposed to the third party tenant. In the event that Tenant fails to so notify Landlord within such five (5) day period, Tenant shall be deemed to have irrevocably waived its Refusal Right with respect to the subject Refusal Space, unless and until Landlord has another offer to lease said space, and Landlord shall have the right to enter into a lease with the third party with respect to that Refusal Space. In the event that Tenant elects to exercise its Refusal Right with respect to the subject Refusal Space and does in fact exercise such Refusal Right in the manner and within the time period specified herein, Landlord and Tenant shall, within thirty (30) days after Tenant delivers to Landlord notice of its election, enter into a written amendment modifying and supplementing the Lease and containing such other terms and provisions as Landlord may deem appropriate. In the event that Tenant fails to enter into said amendment within such thirty (30) day period, Tenant shall be deemed to have irrevocably waived its Refusal Right unless and until Landlord has another offer to lease said space with respect to the subject Refusal Space; and Landlord shall have the right to enter into a lease with the third party with respect to that Refusal Space. Except as may be specifically modified in such amendment and except with respect to the rental, expense stop, lease term, and lease concessions applicable to the subject Refusal Space, as herein specified, the terms and provisions of the Lease shall, on the day of delivery of the subject Refusal Space to Tenant, automatically apply and become applicable to the subject Refusal Space; and the subject Refusal Space, as of the date of such delivery, shall automatically and without the necessity of further documentation, become and be deemed to be a part of the Premises. Effective as of the date of delivery of the subject Refusal Space to Tenant, the Rentable Area within the subject Refusal Space shall be included within the determination of Tenant's prorata share of Basic Costs, as provided in Exhibit "C" to this Lease.

Exercise of Refusal Right. In Subject to the terms of Paragraph 2 of this Exhibit "F," in the event that Refusal Space in the Building becomes available, availability, for purposes hereof, to be at the sole determination of Landlord, and Landlord receives a bona fide offer from a third party to lease all or a any part of the Refusal Space for a term greater than month-to-month which Landlord desires to accept, in any such event Landlord shall so notify Tenant and shall include in such notice the rental rate for the subject Refusal Space, expense stop, term of the proposed Lease (together with any renewal rights being granted), and any lease concessions to be grantedTenant. Tenant shall have five ten (510) calendar days from the receipt of such notice to notify Landlord in writing of the exercise by Tenant of Tenant's Refusal Right with respect to the subject Refusal Space, which exercise shall be on the same terms and with respect to the entire space specified in Landlord's notice. If the Right of First Refusal is exercised prior to November 1, 1996 then the Commencement Date for the Refusal Space shall be within six (6) months of exercise, but in no event later than December 31, 1996. If Tenant exercises this Right of First Refusal after November 1, 1996, however, then the Commencement Date shall be the same as proposed to the third party tenant. In the event that Tenant fails to so notify Landlord within such five (5) day period, Tenant shall be deemed to have irrevocably waived its Refusal Right with respect to the subject Refusal Space, unless and until Landlord has another offer to lease said space, and Landlord shall have the right to enter into a lease with the third party with respect to that Refusal Space. In the event that Tenant elects to exercise its Refusal Right with respect to the subject Refusal Space and does in fact exercise such Refusal Right in the manner and within the time period specified herein, Landlord and Tenant shall, within thirty (30) days after Tenant delivers to Landlord notice of its election, enter into a written amendment modifying and supplementing the Lease and containing such other terms and provisions as Landlord may deem appropriate. In the event that Tenant fails to enter into said amendment within such thirty (30) day period, Tenant shall be deemed to have irrevocably waived its Refusal Right unless and until Landlord has another offer to lease said space with respect to the subject Refusal Space; and Landlord shall have the right to enter into a lease with the third party with respect to that Refusal Space. Except as may be specifically modified in such amendment and except with respect to the rentalamendment, expense stop, lease term, and lease concessions applicable to the subject Refusal Space, as herein specified, all of the terms and provisions of the Lease, including the obligation of Tenant to pay (a) Monthly Base Rent at the established rates per square foot of Rentable Area set forth in Section 1.01(8) of the Lease for each of the remaining months of the Term (times the number of square feet of Rentable Area of the subject Refusal Space), and (b) Rent Adjustments in accordance with Article Four of the Lease, shall, on the day of delivery of the subject Refusal Space to Tenant, automatically apply and become applicable to the subject Refusal Space, except the obligation of Landlord to provide an Allowance in an amount equal to the product of $22.00 times the number of square feet of Rentable Area of the subject Refusal Space shall be reduced by that amount which is equal to the product of $0.1833 times each month of the Lease Term which has expired on such day of delivery of the subject Refusal Space to Tenant times the number of square feet of Rentable Area of the subject Refusal Space; and the subject Refusal Space, as of the date of such delivery, shall automatically and without the necessity of further documentation, become and be deemed to be a part of the Premises. In the event that Tenant fails to so notify Landlord within such ten (10) 41 calendar day period, Tenant shall be deemed to have irrevocably waived its Refusal Right with respect to the subject Refusal Space; and Landlord shall have the right to enter into a lease with any party with respect to such subject Refusal Space. Effective as of the date of delivery of the any subject Refusal Space to Tenant, the Rentable Area within the subject Refusal Space shall be included within the determination Premises for the purpose of Tenant's prorata share of Basic Costsadjusting the Base Rent, as provided in Exhibit "C" to this Article 4 of the Lease.

Exercise of Refusal Right. In the event that all or any portion of (the "Refusal Space in the Building Space") becomes available, availability, available for purposes hereof, to be at the sole determination of Landlordlease, and Landlord receives has received a bona fide offer from a third party to lease all or a part any portion of the such Refusal Space from an independent third party ("Third Party") which Landlord desires to accept, Landlord or Landlord's agent shall so notify in writing Tenant of the availability for lease of such Refusal Space and shall include in such notice the rental rate Base Rent and Additional Rent (and expense stop, or base year) for the subject such Refusal Space, expense stop, term of the proposed Lease (together with any renewal rights being granted), and any concessions (in the nature of "free" rent, buildout allowance, moving allowance, or the like) with respect to the lease concessions of such Refusal Space which Landlord would agree to be grantedgrant to a third party. Tenant shall have five ten (510) days from after the receipt of such Landlord's notice of the availability of any Refusal Space for lease in which to notify Landlord or Landlord's agent in writing of the exercise by Tenant of Tenant's acceptance of the Refusal Right with respect to the subject Refusal Space, which shall be on the same terms and with respect to the entire space specified Space described in Landlord's notice. If the Right of First Refusal is exercised prior notice to November 1, 1996 then the Commencement Date for the Refusal Space shall be within six (6) months of exercise, but in no event later than December 31, 1996. If Tenant exercises this Right of First Refusal after November 1, 1996, however, then the Commencement Date shall be the same as proposed to the third party tenantTenant. In the event that Tenant fails to so notify Landlord within such five ten (510) day periodperiod that Tenant elects to exercise Tenant's Refusal Right with respect to the Refusal Space, Tenant shall be deemed to have irrevocably waived its Tenant's Refusal Right with respect to the subject Refusal Space, unless and until Landlord has another offer to lease said space, and Landlord shall have the right to enter into a lease with the third party with respect to that Refusal Space. In the event that Tenant elects to exercise its Refusal Right with respect to the subject such Refusal Space and does in fact exercise such Refusal Right in the manner and within the time period specified herein, Landlord and Tenant shall, within thirty (30) days after Tenant delivers to Landlord notice of its election, enter into a written amendment modifying and supplementing the Lease and containing such other terms and provisions as Landlord may deem appropriate. In the event that Tenant fails to enter into said amendment within such thirty (30) day period, Tenant shall be deemed to have irrevocably waived its Refusal Right unless and until Landlord has another offer to lease said space with respect to the subject Refusal Spaceonly; and Landlord shall have the right to enter into a lease with the third party any party, including Third Party, with respect to that Refusal Space. Except as may be specifically modified in such amendment and except with respect to Space on substantially the rental, expense stop, lease term, and lease concessions applicable to the subject Refusal Space, as herein specified, the same terms and provisions conditions specified in Landlord's notice to Tenant of the Lease shall, on the day availability for lease of delivery of the subject such Refusal Space to Tenant, automatically apply and become applicable to the subject for a period of sixty (60) days after Tenant has waived their Refusal Space; and the subject Refusal Space, as of the date of such delivery, shall automatically and without the necessity of further documentation, become and be deemed to be a part of the Premises. Effective as of the date of delivery of the subject Refusal Space to Tenant, the Rentable Area within the subject Refusal Space shall be included within the determination of Tenant's prorata share of Basic Costs, as provided in Exhibit "C" to this LeaseRight.

Exercise of Refusal Right. In the event that Refusal Space in the Building becomes available, availability, for purposes hereof, to be at the sole determination of Landlord, and Landlord receives a bona fide offer from a third party (the “Prospective Tenant”) to lease all or a part of the Refusal Space which Landlord desires to accept, Landlord shall so notify Tenant in writing (“ROFR Notice”) and shall include in such notice the ROFR Notice, as applicable, the rental rate for the subject Refusal Space, expense stop, term of the proposed Lease lease (together with any renewal rights being granted), and any construction allowance for the Refusal Space, any lease concessions to be granted, and any other material terms of such offer evidenced in a signed letter of intent from the Prospective Tenant. Tenant shall have five (5) business days from the receipt date of such notice the ROFR Notice to notify Landlord in writing of the exercise by Tenant of Tenant's ’s Refusal Right with respect to the subject Refusal Space, which shall be on the same terms and with respect to the entire space specified in Landlord's notice. If the Right of First Refusal is exercised prior to November 1, 1996 then the Commencement Date for the Refusal Space shall be within six (6) months of exercise, but in no event later than December 31, 1996. If Tenant exercises this Right of First Refusal after November 1, 1996, however, then the Commencement Date shall be the same as proposed to the third party tenantROFR Notice. In the event that Tenant fails to so notify Landlord within such five (5) business day period, Tenant shall be deemed to have irrevocably waived its Refusal Right with respect to the subject Refusal Space, unless and until Landlord has another offer to lease said space, and Landlord shall have the right to enter into a lease with the third party with respect to that Refusal Space. In the event that Tenant elects to exercise its Refusal Right Right, with respect to the subject Refusal Space and does in fact exercise such Refusal Right in the manner and within the time period specified herein, Landlord and Tenant shall, within thirty (30) days after Tenant delivers to Landlord notice of its election, enter into a written amendment modifying and supplementing the Lease and containing such other terms and provisions as Landlord may deem appropriatedetermines are reasonably appropriate to reflect the addition of such Refusal Space and any other terms that Landlord and Tenant may mutually agree upon. In the event that Tenant fails to enter into said amendment within such thirty (30) day period, Tenant shall be deemed to have irrevocably waived its Refusal Right unless and until Landlord has another offer to lease said space with respect to the subject Refusal Space; and Landlord shall have the right to enter into a lease with the third party with respect to that Refusal SpaceProspective Tenant on terms set forth in the ROFR Notice in all material respects. Except as may be specifically modified in such amendment and except with respect to the rental, expense stop, lease term, construction allowance, and lease concessions applicable to the subject Refusal Space, as herein specifiedapplicable, the terms and provisions of the Lease shallshall apply to the Refusal Space, on the earlier of the day of delivery possession of the subject Refusal Space to Tenantby Tenant or ninety (90) days from the execution date of the Refusal Right lease expansion amendment (the “Refusal Space Commencement Date”), automatically apply and become applicable to the subject Refusal Space; and the subject Refusal Space, as of the date of such deliveryRefusal Space Commencement Date, shall automatically and without the necessity of further documentation, become and be deemed to be a part of the Premises. Effective as of the date of delivery of the subject Refusal Space to TenantCommencement Date, the Rentable Area rentable area within the subject Refusal Space shall be included within the determination of Tenant's prorata share ’s Proportionate Share. Notwithstanding the foregoing, should Landlord and the Prospective Tenant either (i) materially change the terms set forth in the ROFR Notice, or (ii) fail to enter into an executed lease in accordance with the terms of Basic Coststhe ROFR Notice within one hundred eighty (180) days of Tenant’s receipt of the ROFR Notice, then Tenant’s Refusal Right as provided in Exhibit "C" to this Leasesuch space shall be automatically reinstated.

Exercise of Refusal Right. In the event that the Refusal Space in the Building becomes available, availability, for purposes hereof, to be at the sole determination of Landlord, and as Landlord receives a bona fide offer from a third party to lease all or a part of the Refusal Space which Landlord desires to accept, Landlord shall so notify Tenant and shall include in such notice the rental rate for the subject Refusal Space, expense stop, term of the proposed Lease (together with any renewal rights being granted), stop and any lease concessions (including Brokerage fees) to be grantedgranted by Landlord to such bona fide 3rd party offeror. Tenant shall have five ten (510) days from the receipt of such notice to notify Landlord in writing of the exercise by Tenant of Tenant's ’s Refusal Right with respect to the subject Refusal Space, which shall be on the same terms and with respect to the entire space specified in Landlord's ’s notice. If the Right of First Refusal is exercised prior to November 1, 1996 then the Commencement Date for the Refusal Space shall be within six (6) months of exercise, but in no event later than December 31, 1996. If Tenant exercises this Right of First Refusal after November 1, 1996, however, then the Commencement Date shall be the same as proposed to the third party tenant. In the event that Tenant fails to so notify Landlord within such five ten (510) day period, Tenant shall be deemed to have irrevocably waived its Refusal Right with respect to the subject Refusal Space, unless and until Landlord has another offer to lease said space, ; and Landlord shall have the right to enter into a lease Lease with the such third party with respect to that Refusal Space. In the event that Landlord and such third party fail to agree upon such a lease then Tenant’s Refusal Right shall be reinstated. In the event the Tenant elects to exercise its such a Refusal Right with respect to the subject Refusal Space and does in fact exercise such Refusal Right in the manner and within the time period specified herein, Landlord and Tenant shall, within thirty (30) days after Tenant delivers to Landlord notice of its election, enter into a written amendment modifying and supplementing the Lease and containing such other terms and provisions as may be appropriate. Nothing herein should be construed to permit Tenant to lease some but not all of the Refusal Space if Landlord may deem appropriatehas received from or provided to a third party a non-binding proposal with respect to all of such space. In the event that Tenant fails to enter into said amendment solely because of tenant delays within such thirty (30) day period, Tenant shall be deemed to have irrevocably waived its Refusal Right unless and until Landlord has another offer to lease said space with respect to the subject Refusal Space; and Landlord shall have the right to enter into a lease with the third any party with respect to that Refusal Space. Except as may be specifically modified in such amendment and except with respect to the rentalBase Rent, the expense stop, lease term, and lease concessions applicable to the subject Refusal Space, as herein specified, the terms and provisions of the Lease Lease, shall, on the day of delivery of the subject Refusal Space to Tenant, automatically apply and become applicable to the subject Refusal Space; and the subject Refusal Space, as of the date of such delivery, shall automatically and without the necessity of further documentation, become and be deemed to be a part of the Premises. Effective as of the date of delivery of the subject Refusal Space to Tenant, the Net Rentable Area within the subject Refusal Space shall be included within with the determination of Rent Adjustments and Tenant's prorata ’s pro rata share of Basic Electrical Costs, as provided in Article Four of this Lease. Notwithstanding anything herein seemingly to the contrary, if Tenant fails to exercise its refusal rights and a third party enters into a lease with Landlord, Landlord shall have the right to enter into renewals and extensions of such lease on such terms as may be acceptable to Landlord and such third party without triggering Tenant's Refusal Right; provided, however, upon the termination of such lease with the third party, Tenant’s rights under this Exhibit "CG" shall be again reinstated in accordance with the terms thereof with respect to the space in question. In addition, if Landlord’s notice to Tenant triggering the right of first refusal applies to only a portion of the Refusal Space, Tenant’s rights shall remain in full force and effect with regard to the remaining Refusal Space in accordance with the terms of the Exhibit "G". Nothing in this Leaseparagraph shall require Landlord to give an Offer Notice following the Refusal Right Expiration Date.

Exercise of Refusal Right. In the event that Refusal Space in the Building becomes available, availability, for purposes hereof, to be at the sole determination of Landlord, and Landlord receives a bona fide offer from a third party to lease all or a part of the Refusal Space which Landlord desires to accept, Landlord shall so notify Tenant and shall include in such notice the rental rate for the subject Refusal Space, expense stop, term of the proposed Lease (together with any renewal rights being granted), and any lease concessions to be granted. Tenant shall have five (5) days from the receipt of such notice to notify Landlord in writing of the exercise by Tenant of Tenant's Refusal Right with respect to the subject Refusal Space, which shall be on the same terms and with respect to the entire space specified in Landlord's notice. If the Right of First Refusal is exercised prior to November 1, 1996 then the Commencement Date for the Refusal Space shall be within six (6) months of exercise, but in no event later than December 31, 1996. If Tenant exercises this Right of First Refusal after November 1, 1996, however, then the Commencement Date shall be the same as proposed to the third party tenant. In the event that Tenant fails to so notify Landlord within such five (5) day period, Tenant shall be deemed to have irrevocably waived its Refusal Right with respect to the subject Refusal Space, unless and until Landlord has another offer to lease said space, ; and Landlord shall have the right to enter into a lease with the third any party with respect to that Refusal Space. In the event that Tenant elects to exercise its Refusal Right with respect to the subject Refusal Space and does in fact exercise such Refusal Right in the manner and within the time period specified herein, Landlord and Tenant shall, within thirty (30) days after Tenant delivers to Landlord notice of its election, enter into a written amendment modifying and supplementing the Lease and containing such other terms and provisions as Landlord may deem appropriate. In the event that Tenant fails to enter into said amendment within such thirty (30) day period, Tenant shall be deemed to have irrevocably waived its Refusal Right unless and until Landlord has another offer to lease said space with respect to the subject Refusal Space; and Landlord shall have the right to enter into a lease with the third any party with respect to that Refusal Space. Except as may be specifically modified in such amendment and except with respect to the rental, expense stop, lease term, and lease concessions applicable to the subject Refusal Space, as herein specified, the terms and provisions of the Lease shall, on the day of delivery of the subject Refusal Space to Tenant, automatically apply and become applicable to the subject Refusal Space; and the subject Refusal Space, as of the date of such delivery, shall automatically and without the necessity of further documentation, become and be deemed to be a part of the Premises. Effective as of the date of delivery of the subject Refusal Space to Tenant, the Rentable Area within the subject Refusal Space shall be included within the determination of Tenant's prorata share prorate of Basic Costs, as provided in Exhibit EXHIBIT "C" to this Lease.

Exercise of Refusal Right. In Subject to the terms of Paragraph 2 of this ------------------------- Exhibit "F," in the event that Refusal Space in the Building becomes available, ------------ availability, for purposes hereof, to be at the sole determination of Landlord, and Landlord receives a bona fide offer from a third party to lease all or a any part of the Refusal Space for a term greater than month-to-month which Landlord desires to accept, Landlord shall so notify Tenant and shall include in such notice the rental rate for the subject Refusal Space, expense stop, term of the proposed Lease (together with any renewal rights being granted)lease, expense stop, and any lease concessions to be granted. Tenant shall have five ten (510) calendar days from the receipt of such notice to notify Landlord in writing of the exercise by Tenant of Tenant's Refusal Right with respect to the subject Refusal Space, which exercise shall be on the same terms and with respect to the entire space specified in Landlord's notice. If the Right of First Refusal is exercised prior to November 1, 1996 then the Commencement Date for the Refusal Space shall be within six (6) months of exercise, but in no event later than December 31, 1996. If Tenant exercises this Right of First Refusal after November 1, 1996, however, then the Commencement Date shall be the same as proposed to the third party tenant. In the event that Tenant fails to so notify Landlord within such five ten (510) calendar day period, Tenant shall be deemed to have irrevocably waived its Refusal Right with respect to the subject Refusal Space, unless and until Landlord has another offer to lease said space, ; and Landlord shall have the right to enter into a lease with the third any party with respect to that such subject Refusal Space. In the event that Tenant elects to exercise its Refusal Right with respect to the subject Refusal Space and does in fact exercise such Refusal Right in the manner and within the time period specified herein, Landlord and Tenant shall, within thirty (30) days after Tenant delivers to Landlord notice of its election, enter into a written amendment modifying and supplementing the Lease and containing such other terms and provisions as Landlord may deem appropriate. In the event that Tenant fails to enter into said amendment within such thirty (30) day period, Tenant shall be deemed to have irrevocably waived its Refusal Right unless and until Landlord has another offer to lease said space with respect to the subject Refusal Space; and Landlord shall have the right to enter into a lease with the third any party with respect to that such subject Refusal Space. Except as may be specifically modified in such amendment and except with respect to Exhibit "F" to First Amendment to Office Lease - Page 1 ------------------------------------------------------- the rentalrental rate for the subject Refusal Space, term of the proposed lease, expense stop, lease term, and lease Lease concessions applicable to the subject Refusal Space, as herein specified, the terms and provisions of the Lease shall, on the day of delivery of the subject Refusal Space to Tenant, automatically apply and become applicable to the subject Refusal Space; and the subject Refusal Space, as of the date of such delivery, shall automatically and without the necessity of further documentation, become and be deemed to be a part of the Premises. Effective as of the date of delivery of the any subject Refusal Space to Tenant, the Rentable Area within the subject Refusal Space shall be included within the determination Premises for the purpose of Tenant's prorata share of Basic Costsadjusting Base Rent, as provided in Exhibit "C" to this Article Four of the Lease.