Common use of First Offer Rent Clause in Contracts

First Offer Rent. The rent payable by Tenant for the applicable First Offer Space (the “First Offer Rent”) shall be equal to the “Fair Market Rent,” as that term is defined in this Section 1.2.3, for the applicable First Offer Space. The “Fair Market Rent” shall be equal to the rent (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants, as of the “First Offer Commencement Date,” as that term is defined in Section 1.2.5, below, are leasing non-sublease, non-encumbered, non-equity, non-renewal, non-expansion space comparable in size, location and quality to the applicable First Offer Space, for a similar lease term, in an arms length transaction, in transactions consummated within the six (6) month period preceding Landlord’s delivery of the First Offer Notice, and which comparable space is located in the Project (the “Comparable Transactions”), taking into consideration only the following concessions (the “Concessions”): (i) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, (ii) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the First Offer Space, such value to be based upon the age, condition, design, quality of finishes, and layout of the improvements and the extent to which the same can be utilized by a general office user, and (iii) other reasonable monetary concessions, if any, being granted such tenants in connection with such comparable space, provided, however, that notwithstanding anything to the contrary herein, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to lease the First Offer Space or in connection with the Comparable Transactions. The Fair Market Rent shall additionally include a determination (the “Financial Security Determination”) as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s rent obligations in connection with Tenant’s lease of the Premises during the “First Offer Term,” as that term is defined in Section 1.2.5, below. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). Notwithstanding any provision to the contrary contained in this Section 1.2.3, if there are not a sufficient number of Comparable Transactions with a comparable lease term to the lease term for the applicable First Offer Space to determine the Fair Market Rent for a lease of such duration, then the Fair Market Rent for purposes of this Section 1.2.3 shall be equal to that of Comparable Transactions with a term of five (5) years, provided that the Concessions shall be appropriately prorated on a fractional basis to account for the shorter term of lease.

First Offer Rent. The rent payable by Tenant for the applicable Existing ---------------- Building First Offer Space (the “"First Offer Rent”") shall be equal to the “Fair Market Rent,” as that term is defined in this Section 1.2.3, for the applicable First Offer Space. The “Fair Market Rent” shall be equal to the rent (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants, as of the “"First Offer Commencement Date,” " as that term is defined in Section 1.2.51.3.5, ------------- below, are leasing non-sublease, non-encumbered, non-equity, non-renewal, non-expansion equity space comparable in size, location and quality to the applicable Existing Building First Offer Space, Space for a similar lease term, in an arms length transaction, in transactions consummated within the six (6) month period preceding Landlord’s delivery of the First Offer Notice, and which comparable space is located in the Project (the “Comparable Transactions”)Project, taking into consideration only the following concessions (collectively, the “"RFO Concessions”"): (ia) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and (iib) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the Existing Building First Offer Space, such value to be based upon the age, condition, design, quality of finishes, and layout of the improvements and the extent to which the same can could be utilized by a general office user, and (iii) other reasonable monetary concessions, if any, being granted such tenants in connection with such comparable space, provided, however, that notwithstanding . Notwithstanding anything to the contrary hereinin the foregoing, in no consideration event shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise base rent component of its right to lease the First Offer Space or in connection with Rent be less than the Comparable Transactions. The Fair Market sum of (i) the Base Rent shall additionally include a determination (on an annual, per rentable square foot basis under this Lease for the “Financial Security Determination”) Initial Premises as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s rent obligations in connection with Tenant’s lease of the Premises during the “"First Offer TermCommencement Date,” " as that term is defined in Section 1.2.51.3.4 below, including ------------- all applicable escalations to the Base Rent made or to be made during the Lease Term, and (ii) the amount of Tenant's Share of Direct Expenses, as that term is defined in Section 4.2.2 below, payable by Tenant on an annual, per rentable ------------- square foot basis for the Premises immediately prior to such commencement date (collectively, the "Prior Base Rent"). In the event that the base rent component of the First Offer Rent is the Prior Base Rent, then (A) the new "Base Year," as that term is defined in Section 4.2.1, below. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history , with respect to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). Notwithstanding any provision to the contrary contained in this Section 1.2.3, if there are not a sufficient number of Comparable Transactions with a comparable lease term to the lease term for the applicable Existing ------------- Building First Offer Space only shall be the calendar year in which the First Offer Commencement Date occurs with respect to determine the Fair Market Rent for a lease of such durationExisting SUMMIT 85 ENTERPRISE [Xxx.xxx] Building First Offer Space, then and (B) the Fair Market Rent for purposes of this Section 1.2.3 concessions granted to Tenant in connection with the Existing Building First Offer Space shall be equal to that of Comparable Transactions with a term of five (5) years, provided that the Concessions shall be appropriately prorated on a fractional basis to account for the shorter term of leaseRFO Concessions.

First Offer Rent. The rent payable by Tenant for the applicable Existing Building First Offer Space (the “First Offer Rent”) shall be equal to the “Fair Market Rent,” as that term is defined in this Section 1.2.3, for the applicable First Offer Space. The “Fair Market Rent” shall be equal to the rent (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants, as of the “First Offer Commencement Date,” as that term is defined in Section 1.2.51.4.5, below, are leasing non-sublease, non-encumbered, non-equity, non-renewal, non-expansion equity space comparable in size, location and quality to the applicable Existing Building First Offer Space, Space for a similar lease term, in an arms length transaction, in transactions consummated within the six (6) month period preceding Landlord’s delivery of the First Offer Notice, and which comparable space is located in the Project (the “Comparable Transactions”)Project, taking into consideration only the following concessions (collectively, the “RFO Concessions”): (ia) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and (iib) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the Existing Building First Offer Space, such value to be based upon the age, condition, design, quality of finishes, and layout of the improvements and the extent to which the same can could be utilized by a general office user, and (iii) other reasonable monetary concessions, if any, being granted such tenants in connection with such comparable space, provided, however, that notwithstanding . Notwithstanding anything to the contrary hereinin the foregoing, in no consideration event shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise base rent component of its right to lease the First Offer Space or in connection with Rent be less than the Comparable Transactions. The Fair Market sum of (i) the Base Rent shall additionally include a determination (on an annual, per rentable square foot basis under this Lease for the “Financial Security Determination”) Initial Premises as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s rent obligations in connection with Tenant’s lease of the Premises during the “First Offer TermCommencement Date,” as that term is defined in Section 1.2.51.4.4 below, including all applicable escalations to the Base Rent made or to be made during the Lease Term, and (ii) the amount of Tenant’s Share of Direct Expenses, as that term is defined in Section 4.2.2 below, payable by Tenant on an annual, per rentable square foot basis for the Premises immediately prior to such commencement date (collectively, the “Prior Base Rent”). In the event that the base rent component of the First Offer Rent is the Prior Base Rent, then (A) the new “Base Year,” as that term is defined in Section 4.2.1, below. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history , with respect to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). Notwithstanding any provision to the contrary contained in this Section 1.2.3, if there are not a sufficient number of Comparable Transactions with a comparable lease term to the lease term for the applicable Existing Building First Offer Space only shall be the calendar year in which the First Offer Commencement Date occurs with respect to determine the Fair Market Rent for a lease of such durationExisting Building First Offer Space, then and (B) the Fair Market Rent for purposes of this Section 1.2.3 concessions granted to Tenant in connection with the Existing Building First Offer Space shall be equal to that of Comparable Transactions with a term of five (5) years, provided that the Concessions shall be appropriately prorated on a fractional basis to account for the shorter term of leaseRFO Concessions.

First Offer Rent. The rent payable by Tenant for the applicable First Offer Space (the “First Offer Rent”"FIRST OFFER RENT") shall be equal to the “Fair Market Rent,” as that term is defined in this Section 1.2.3, for the applicable First Offer Space. The “Fair Market Rent” shall be equal to the rent (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants, as of the “"First Offer Commencement Date,” " as that term is defined in Section 1.2.51.3.5, below, are leasing non-sublease, non-encumbered, non-equity, non-renewal, non-expansion space comparable in size, location and quality to the applicable First Offer Space, Space for a similar lease term, in an arms length transaction, in transactions consummated within the six (6) month period preceding Landlord’s delivery of the First Offer Notice, and which comparable space is located in the Project Project, or, if there are not at least three (3) current comparable transactions in the “Comparable Transactions”Project, then located in the "Irvine Spectrum" area in Irvine, California (collectively, "COMPARABLE BUILDINGS"), in either case taking into consideration only the following concessions concessions: (the “Concessions”): (ia) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, (iib) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the First Offer Space, such value to be based upon the age, condition, design, quality of finishes, and layout of the improvements and the extent to which the same can could be utilized by a general office user, (c) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces, and (iiid) other reasonable monetary concessions, if any, being granted IRVINE OAKS EXECUTIVE PARK [Kofax Image Products, Inc.] 14 such tenants in connection with such comparable space, ; provided, however, that notwithstanding anything to in calculating the contrary hereinFirst Offer Rent, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise 's lease of its right to lease the First Offer Space or the fact that Landlord is or is not paying real estate brokerage commissions in connection with the Comparable Transactions. The Fair Market Rent shall additionally include a determination (the “Financial Security Determination”) as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s rent obligations in connection with Tenant’s lease of the Premises during the “First Offer Term,” as that term is defined in Section 1.2.5, below. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). Notwithstanding any provision to the contrary contained in this Section 1.2.3, if there are not a sufficient number of Comparable Transactions with a comparable lease term to the lease term for the applicable First Offer Space to determine the Fair Market Rent for a lease of such duration, then the Fair Market Rent for purposes of this Section 1.2.3 shall be equal to that of Comparable Transactions with a term of five (5) years, provided that the Concessions shall be appropriately prorated on a fractional basis to account for the shorter term of leasespace.