Common use of First Offer Clause in Contracts

First Offer. Sublessor grants to Sublessee a right of first offer ("First Offer Right") with respect to the space leased by Sublessor contiguous with the Premises ("First Offer Space") within the "Building" (as defined in the Master Lease). Sublessee's First Offer Right shall be on the terms and conditions set forth below. The First Offer Right shall pertain only to the first sublease pertaining to First Offer Space entered into by Sublessor after the commencement date of this Sublease. Sublessor shall provide Sublessee with written notice ("First Offer Notice") when Sublessor determines that the entire First Offer Space, or a portion thereof equal to or exceeding ten thousand (10,000) square feet, will become available for sublease to third parties. The First Offer Notice will describe the First Offer Space that will become available for sublease ("Specific First Offer Space") and state the base rent and other material terms under which Sublessor intends to offer such space to other prospective subtenants. If Sublessee wishes to exercise the First Offer Right, Sublessee must, within ten (10) days after delivery of the First Offer Notice to Sublessee, deliver notice to Sublessor of Sublessee's intention to exercise its First Offer Right with respect to all of the Specific First Offer Space. Sublessee must elect to exercise its First Offer Right, if at all, only with respect to all of the space offered by Sublessor to Sublessee, and Sublessee may not elect to sublease only a portion of that space unless Sublessor agrees thereto, as Sublessor determines in Sublessor's sole and absolute discretion. If Sublessee does not exercise its First Offer Right within the above-referenced ten (10) day response period, then, the First Offer Right hereunder shall automatically terminate and Sublessor shall be free to lease the First Offer Space or any portion or portions thereof to any one or more third parties on any terms at any times during the term of this Sublease without any obligation to provide Sublessee with any further right to Sublease all or any portion of the First Offer Space. The First Offer Right shall be personal to the originally named Sublessee under this Sublease and shall be exercisable only by such originally named Sublessee (and not by any assignee, sublessee or other transferee of such Sublessee's interest in this Sublease, or the Premises). Such originally named Sublessee may exercise the First Offer Right only if such originally named Sublessee occupies the entire Premises as of the date of the First Offer Notice. Sublessee shall not have the right to sublease First Offer Space or any portion thereof if Sublessee is in default under this Sublease as of the date of the attempted exercise of the First Offer Right by Sublessee or, at Sublessor's option (in Sublessor's sole and absolute discretion) as of the scheduled date of delivery of the Specific First Office Space to Sublessee. If Sublessee timely and validly exercises the First Offer Right, Sublessor shall tender the Specific First Offer Space to Sublessee on a date selected by Sublessor ("Delivery Date"). Sublessor shall not be liable to Sublessee or otherwise be in breach or default under this Sublease if Sublessor is unable to deliver the Specific First Offer Space to Sublessee on the projected Delivery Date due to the failure of any other subtenant or other occupant to timely vacate and surrender to Sublessor the Specific First Offer Space or any portion of it. If Sublessee timely and validly exercises the First Offer Right, then, beginning on the Delivery Date and continuing for the balance of the term of this Sublease (including any extensions) the Specific First Offer Space shall be part of the Premises under this Sublease (so that the term "Premises" in this Sublease shall refer to the space in the Premises immediately before the Delivery Date plus the Specific First Offer Space) and Sublessee's Share shall be adjusted by Sublessor to reflect the increased square footage of the Premises, and thus the proportionately increased obligation of Sublessee for Common Area Expenses. Sublessee's sublease of theSpecific First Offer Space shall be on the same terms and conditions as affect the original Premises from time to time except as otherwise provided herein, and except that the material terms set forth in Sublessor's First Offer Notice shall apply, including, without limitation, the base rent for the Specific First Offer Space set forth in such notice. Sublessee agrees that if it subleases any Specific First Offer Space, Sublessee shall accept such space in its "as-is" condition. Sublessor shall not be required to construct any improvements in, or contribute any tenant improvement allowance for, any Specific First Offer Space. If Sublessee timely and validly exercises the First Offer Right, Sublessor and Sublessee shall, within fifteen (15) days after Sublessor's delivery of the Specific First Offer Space to Sublessee, confirm in writing the addition of the Specific First Offer Space to the Premises on the terms and conditions set forth herein. At Sublessor's election, such written confirmation shall also confirm the actual Delivery Date, the square footage of the Specific First Offer Space, the increase to Sublessee's Share of Common Area Expenses as adjusted to reflect the addition of the square footage of the Specific First Offer Space to the Premises, the rental commencement date for the Specific First Offer Space, and any other terms that Sublessor may reasonably request be confirmed with respect to this Sublease and the addition of the Specific First Offer Space to the Premises. Notwithstanding any provision of this Sublease to the contrary, Sublessee's First Offer Right hereunder shall not apply, and Sublessor shall have no obligation to provide any such right, during the last six (6) months of the term of this Sublease.

First Offer. Sublessor grants to Sublessee a right of first offer ("First Offer Right"a) with respect to the space leased by Sublessor contiguous with the Premises ("First Offer Space") within the "Building" (as defined in the Master Lease). Sublessee's First Offer Right shall be on the terms and conditions set forth below. The First Offer Right shall pertain only to the first sublease pertaining to First Offer Space entered into by Sublessor after the commencement date of this Sublease. Sublessor shall provide Sublessee with written notice ("First Offer Notice") when Sublessor determines that the entire First Offer Space, or a portion thereof equal to or exceeding ten thousand (10,000) square feet, will become available for sublease to third parties. The First Offer Notice will describe the First Offer Space that will become available for sublease ("Specific First Offer Space") and state the base rent and other material terms under which Sublessor intends to offer such space to other prospective subtenants. If Sublessee Tenant wishes to exercise the First Offer Right, Sublessee must, within ten (10) days after delivery of the First Offer Notice to Sublessee, deliver notice to Sublessor of Sublessee's intention to exercise its First Offer Right with respect to all of the Specific First Offer Space. Sublessee must elect to exercise its First Offer Right, if at all, only with respect to all of the space offered by Sublessor to Sublessee, and Sublessee may not elect to sublease only a portion of that space unless Sublessor agrees thereto, as Sublessor determines in Sublessor's sole and absolute discretion. If Sublessee does not exercise its First Offer Right within the above-referenced ten (10) day response period, then, the First Offer Right hereunder shall automatically terminate and Sublessor shall be free to lease the First Offer Space assign this Lease or any portion or portions thereof to any one or more third parties on any terms at any times during the term of this Sublease without any obligation to provide Sublessee with any further right to Sublease sublet all or any portion of the First Offer Space. The First Offer Right shall be personal to the originally named Sublessee under this Sublease and shall be exercisable only by such originally named Sublessee (and not by any assignee, sublessee or other transferee of such Sublessee's interest in this Sublease, or the Premises). Such originally named Sublessee may exercise the First Offer Right only if such originally named Sublessee occupies the entire Premises as of the date of the First Offer Notice. Sublessee shall not have the right to sublease First Offer Space or any portion thereof if Sublessee is in default under this Sublease as of the date of the attempted exercise of the First Offer Right by Sublessee or, at Sublessor's option (in Sublessor's sole and absolute discretion) as of the scheduled date of delivery of the Specific First Office Space to Sublessee. If Sublessee timely and validly exercises the First Offer Right, Sublessor shall tender the Specific First Offer Space to Sublessee on a date selected by Sublessor ("Delivery Date"). Sublessor shall not be liable to Sublessee or otherwise be in breach or default under this Sublease if Sublessor is unable to deliver the Specific First Offer Space to Sublessee on the projected Delivery Date due to the failure of any other subtenant or other occupant to timely vacate and surrender to Sublessor the Specific First Offer Space or any portion of it. If Sublessee timely and validly exercises the First Offer Right, then, beginning on the Delivery Date and continuing for the balance of the term of this Sublease (including any extensions) the Specific First Offer Space shall be part of the Premises under this Sublease (so that except as set out in Article 11.01(a) or 11.02(a)) to a named third party, Tenant shall first offer in writing to assign or sublet (as the term "Premises" in this Sublease case may be) to Landlord. Such first offer shall refer to contain the space in the Premises immediately before the Delivery Date plus the Specific First Offer Space) and Sublessee's Share terms of Tenant’s proposed assignment or subletting.Any such first offer shall be adjusted by Sublessor deemed to reflect be rejected unless within thirty (30) days of receipt thereof Landlord delivers written notice of acceptance to Tenant. (b) If Landlord accepts Tenant’s offer, Tenant shall assign this Lease to Landlord or sublet the increased square footage proposed space to Landlord without cost, such assignment or subletting to be effective on the date and for the periods of time set forth in Tenant’s notice, provided the Premises, and thus effective date shall not be sooner than forty–five (45) days after the proportionately increased obligation giving of Sublessee for Common Area Expenses. Sublessee's Tenant’s offer. (c) Any sublease of theSpecific First Offer Space shall to Landlord will be on the same terms and conditions as affect provided in this Lease except that (i) Rent shall be the original Premises from time Rent (on a square-foot basis) provided in this Lease, or the rent Tenant’s proposed sublessee would have paid, whichever is less, (ii) Landlord may assign the sublease or further sublet all or any part of the space without Tenant’s consent, and (iii) Landlord may make changes, additions, alterations or improvements (structural or otherwise) to time except as otherwise the space provided herein, and except that the material terms set forth in Sublessor's First Offer Notice Landlord shall apply, including, without limitation, the base rent for the Specific First Offer Space set forth in such notice. Sublessee agrees that if it subleases any Specific First Offer Space, Sublessee shall accept such space in its "as-is" condition. Sublessor shall not be required to construct any improvements in, or contribute any tenant improvement allowance for, any Specific First Offer Space. If Sublessee timely and validly exercises restore the First Offer Right, Sublessor and Sublessee shall, within fifteen (15) days after Sublessor's delivery space to its condition immediately prior to the commencement of the Specific First Offer Space to Sublessee, confirm in writing the addition of the Specific First Offer Space sublease to the Premises on the terms and conditions set forth herein. At Sublessor's election, such written confirmation shall also confirm the actual Delivery Date, the square footage of the Specific First Offer Space, the increase same extent as Tenant’s proposed sublessee would have been required to Sublessee's Share of Common Area Expenses as adjusted to reflect the addition of the square footage of the Specific First Offer Space to the Premises, the rental commencement date for the Specific First Offer Space, and any other terms that Sublessor may reasonably request be confirmed with respect to this Sublease and the addition of the Specific First Offer Space to the Premises. Notwithstanding any provision of this Sublease to the contrary, Sublessee's First Offer Right hereunder shall not apply, and Sublessor shall have no obligation to provide any such right, during the last six (6) months of the term of this Subleasedo so.

First Offer. Sublessor grants Tenant shall have a "Right of First Offer" if Landlord elects to Sublessee market or sell the Premises to an unrelated third party. In such event, Landlord shall provide Tenant with a right notice in writing of first offer its intention to sell, setting forth the terms under which Landlord is prepared to sell the Premises. Tenant shall have 30 days to notify Landlord in writing whether it wishes to purchase the Premises on the proposed terms. If Landlord's notice states that its affiliate also intends to sell the Earl Davie Building property also leased by Tenant, Tenant will be rxxxxxxx xx purchase both unless Landlord and its affiliate specifically provides a single building alternative. If Tenant notifies Landlord that it wishes to purchase the applicable property (the "First Offer RightSale Property") with respect to the space leased by Sublessor contiguous with the Premises ("First Offer Space") within the "Building" (as defined in the Master Lease). Sublessee's First Offer Right shall be on the terms and conditions set forth belowstated in Landlord's notice, the parties will negotiate in good faith for 30 days to reach agreement on a purchase and sale agreement. The In the event that Tenant does not notify Landlord of its intent to purchase the Sale Property or the parties are unable to reach an agreement on a purchase and sale agreement within the prescribed time frames, Landlord shall be free to sell the Sale Property to any third party on such terms and conditions that Landlord finds acceptable. If Landlord does not transfer ownership of the Sale Property within 18 months of its original notice to Tenant, Tenant's Right of First Offer shall be reinstated. If Landlord does transfer ownership within 18 months of its original notice to Tenant to any unrelated third party, Tenant's Right shall pertain only to the first sublease pertaining to of First Offer Space entered into by Sublessor after the commencement date of this Sublease. Sublessor shall provide Sublessee with written notice ("First Offer Notice") when Sublessor determines that the entire First Offer Space, or a portion thereof equal to or exceeding ten thousand (10,000) square feet, will become available for sublease to third parties. The First Offer Notice will describe the First Offer Space that will become available for sublease ("Specific First Offer Space") and state the base rent and other material terms under which Sublessor intends to offer such space to other prospective subtenants. If Sublessee wishes to exercise the First Offer Right, Sublessee must, within ten (10) days after delivery of the First Offer Notice to Sublessee, deliver notice to Sublessor of Sublessee's intention to exercise its First Offer Right with respect to all of the Specific First Offer Space. Sublessee must elect to exercise its First Offer Right, if at all, only with respect to all of the space offered by Sublessor to Sublessee, and Sublessee may not elect to sublease only a portion of that space unless Sublessor agrees thereto, as Sublessor determines in Sublessor's sole and absolute discretion. If Sublessee does not exercise its First Offer Right within the above-referenced ten (10) day response period, then, the First Offer Right hereunder shall automatically terminate and Sublessor be of no further force or effect for that or any subsequent sale of any property demised by this Lease or the Earl Davie Building Lease. All of Tenant's rights under this Section xxx xxxxxnal to Tenant and may not be assigned, pledged or transferred to any third party. Notwithstanding the foregoing, such rights may be assigned or transferred to Tenant's Affiliate (Section 13.2). Tenant also agrees that its rights provided for in this Section shall not apply (a) so long as any Event of Default exists hereunder at the time Landlord's notice was otherwise required to be given to Tenant, in which event Landlord may proceed to negotiate and consummate a sale free of such right, (b) to lease any lease, mortgage or encumbrance of the First Offer Space Premises or other transfer of less than fee simple title thereto or any portion or portions thereof thereof, (c) to any one or more third parties on transfer of any terms at any times during the term kind of this Sublease without any obligation to provide Sublessee with any further right to Sublease all or any portion or all of the First Offer Space. The First Offer Right shall be personal to the originally named Sublessee under this Sublease and shall be exercisable only by such originally named Sublessee (and not by any assignee, sublessee or other transferee of such Sublessee's interest membership interests in this SubleaseLandlord, or the Premises). Such originally named Sublessee may exercise the First Offer Right only if such originally named Sublessee occupies the entire Premises as (d) to any conveyance of the date of the First Offer Notice. Sublessee shall not have the right to sublease First Offer Space Premises or any portion thereof if Sublessee to (i) any entity that controls, is controlled by or under the common control with Landlord or any of their respective affiliates, or (ii) any entity in default under this Sublease as condemnation or in lieu of the date condemnation, or (iii) any judicial or nonjudicial foreclosure or deed in lieu of the attempted exercise a judicial or nonjudicial foreclosure, and Tenant's right of the First Offer Right by Sublessee or, at Sublessor's option (in Sublessor's sole and absolute discretion) as of the scheduled date of delivery of the Specific First Office Space to Sublessee. If Sublessee timely and validly exercises the First Offer Right, Sublessor first offer shall tender the Specific First Offer Space to Sublessee on a date selected by Sublessor ("Delivery Date"). Sublessor shall not be liable to Sublessee or otherwise be in breach or default under this Sublease if Sublessor is unable to deliver the Specific First Offer Space to Sublessee on the projected Delivery Date due automatically terminate with respect to the failure of any other subtenant or other occupant to timely vacate and surrender to Sublessor the Specific First Offer Space Premises or any portion of it. If Sublessee timely and validly exercises the First Offer Right, then, beginning on the Delivery Date and continuing for the balance of the term thereof which are conveyed pursuant to part (ii) or (iii) of this Sublease (including any extensions) the Specific First Offer Space shall be part of the Premises under this Sublease (so that the term "Premises" in this Sublease shall refer to the space in the Premises immediately before the Delivery Date plus the Specific First Offer Space) and Sublessee's Share shall be adjusted by Sublessor to reflect the increased square footage of the Premises, and thus the proportionately increased obligation of Sublessee for Common Area Expenses. Sublessee's sublease of theSpecific First Offer Space shall be on the same terms and conditions as affect the original Premises from time to time except as otherwise provided herein, and except that the material terms set forth in Sublessor's First Offer Notice shall apply, including, without limitation, the base rent for the Specific First Offer Space set forth in such notice. Sublessee agrees that if it subleases any Specific First Offer Space, Sublessee shall accept such space in its "as-is" condition. Sublessor shall not be required to construct any improvements in, or contribute any tenant improvement allowance for, any Specific First Offer Space. If Sublessee timely and validly exercises the First Offer Right, Sublessor and Sublessee shall, within fifteen (15) days after Sublessor's delivery of the Specific First Offer Space to Sublessee, confirm in writing the addition of the Specific First Offer Space to the Premises on the terms and conditions set forth herein. At Sublessor's election, such written confirmation shall also confirm the actual Delivery Date, the square footage of the Specific First Offer Space, the increase to Sublessee's Share of Common Area Expenses as adjusted to reflect the addition of the square footage of the Specific First Offer Space to the Premises, the rental commencement date for the Specific First Offer Space, and any other terms that Sublessor may reasonably request be confirmed with respect to this Sublease and the addition of the Specific First Offer Space to the Premises. Notwithstanding any provision of this Sublease to the contrary, Sublessee's First Offer Right hereunder shall not apply, and Sublessor shall have no obligation to provide any such right, during the last six (6) months of the term of this SubleaseSection.

First Offer. Sublessor grants to Sublessee a right of first offer ("First Offer Right"a) with respect to the space leased by Sublessor contiguous with the Premises ("First Offer Space") within the "Building" (as defined in the Master Lease). Sublessee's First Offer Right shall be on the terms and conditions set forth below. The First Offer Right shall pertain only to the first sublease pertaining to First Offer Space entered into by Sublessor after the commencement date of this Sublease. Sublessor shall provide Sublessee with written notice ("First Offer Notice") when Sublessor determines that the entire First Offer Space, or a portion thereof equal to or exceeding ten thousand (10,000) square feet, will become available for sublease to third parties. The First Offer Notice will describe the First Offer Space that will become available for sublease ("Specific First Offer Space") and state the base rent and other material terms under which Sublessor intends to offer such space to other prospective subtenants. If Sublessee Tenant wishes to exercise the First Offer Right, Sublessee must, within ten (10) days after delivery of the First Offer Notice to Sublessee, deliver notice to Sublessor of Sublessee's intention to exercise its First Offer Right with respect to all of the Specific First Offer Space. Sublessee must elect to exercise its First Offer Right, if at all, only with respect to all of the space offered by Sublessor to Sublessee, and Sublessee may not elect to sublease only a portion of that space unless Sublessor agrees thereto, as Sublessor determines in Sublessor's sole and absolute discretion. If Sublessee does not exercise its First Offer Right within the above-referenced ten (10) day response period, then, the First Offer Right hereunder shall automatically terminate and Sublessor shall be free to lease the First Offer Space assign this Lease or any portion or portions thereof to any one or more third parties on any terms at any times during the term of this Sublease without any obligation to provide Sublessee with any further right to Sublease sublet all or any portion of the First Offer Space. The First Offer Right shall be personal to the originally named Sublessee under this Sublease and shall be exercisable only by such originally named Sublessee (and not by any assignee, sublessee or other transferee of such Sublessee's interest in this Sublease, or the Premises). Such originally named Sublessee may exercise the First Offer Right only if such originally named Sublessee occupies the entire Premises as of the date of the First Offer Notice. Sublessee shall not have the right to sublease First Offer Space or any portion thereof if Sublessee is in default under this Sublease as of the date of the attempted exercise of the First Offer Right by Sublessee or, at Sublessor's option (in Sublessor's sole and absolute discretion) as of the scheduled date of delivery of the Specific First Office Space to Sublessee. If Sublessee timely and validly exercises the First Offer Right, Sublessor shall tender the Specific First Offer Space to Sublessee on a date selected by Sublessor ("Delivery Date"). Sublessor shall not be liable to Sublessee or otherwise be in breach or default under this Sublease if Sublessor is unable to deliver the Specific First Offer Space to Sublessee on the projected Delivery Date due to the failure of any other subtenant or other occupant to timely vacate and surrender to Sublessor the Specific First Offer Space or any portion of it. If Sublessee timely and validly exercises the First Offer Right, then, beginning on the Delivery Date and continuing for the balance of the term of this Sublease (including any extensions) the Specific First Offer Space shall be part of the Premises under this Sublease (so that except as set out in Article 11.01(a) or 11.02 (a) to a named third party, Tenant shall first offer in writing to assign or sublet (as the term "Premises" in this Sublease case may be) to Landlord. Such first offer shall refer to contain the space in the Premises immediately before the Delivery Date plus the Specific First Offer Space) and Sublesseeterms of Tenant's Share proposed assignment or subletting. Any such first offer shall be adjusted by Sublessor deemed to reflect be rejected unless within thirty (30) days of receipt thereof Landlord delivers written notice of acceptance to Tenant. (b) If Landlord accepts Tenant's offer, Tenant shall assign this Lease to Landlord or sublet the increased square footage proposed space to Landlord without cost, such assignment or subletting to be effective on the date and for the periods of time set forth in Tenant's notice, provided the Premises, and thus effective date shall not be sooner than forty-five (45) days after the proportionately increased obligation giving of Sublessee for Common Area Expenses. SublesseeTenant's offer. (c) Any sublease of theSpecific First Offer Space shall to Landlord will be on the same terms and conditions as affect provided in this Lease except that (i) Rent shall be the original Premises from time Rent (on a square-foot basis) provided in this Lease, or the rent Tenant's proposed sublessee would have paid, whichever is less, (ii) Landlord may assign the sublease or further sublet all or any part of the space without Tenant's consent, and (iii) Landlord may make changes, additions, alterations or improvements (structural or otherwise to time except as otherwise the space provided herein, and except that the material terms set forth in Sublessor's First Offer Notice Landlord shall apply, including, without limitation, the base rent for the Specific First Offer Space set forth in such notice. Sublessee agrees that if it subleases any Specific First Offer Space, Sublessee shall accept such space in its "as-is" condition. Sublessor shall not be required to construct any improvements in, or contribute any tenant improvement allowance for, any Specific First Offer Space. If Sublessee timely and validly exercises restore the First Offer Right, Sublessor and Sublessee shall, within fifteen (15) days after Sublessor's delivery space to its condition immediately prior to the commencement of the Specific First Offer Space to Sublessee, confirm in writing the addition of the Specific First Offer Space sublease to the Premises on the terms and conditions set forth herein. At Sublessorsame extent as Tenant's election, such written confirmation shall also confirm the actual Delivery Date, the square footage of the Specific First Offer Space, the increase proposed sublessee would have been required to Sublessee's Share of Common Area Expenses as adjusted to reflect the addition of the square footage of the Specific First Offer Space to the Premises, the rental commencement date for the Specific First Offer Space, and any other terms that Sublessor may reasonably request be confirmed with respect to this Sublease and the addition of the Specific First Offer Space to the Premises. Notwithstanding any provision of this Sublease to the contrary, Sublessee's First Offer Right hereunder shall not apply, and Sublessor shall have no obligation to provide any such right, during the last six (6) months of the term of this Subleasedo so.

First Offer. Sublessor grants to Sublessee a right of first offer ("First Offer Right"a) with respect to the space leased by Sublessor contiguous with the Premises ("First Offer Space") within the "Building" (as defined in the Master Lease). Sublessee's First Offer Right shall be on the terms and conditions set forth below. The First Offer Right shall pertain only to the first sublease pertaining to First Offer Space entered into by Sublessor after the commencement date of this Sublease. Sublessor shall provide Sublessee with written notice ("First Offer Notice") when Sublessor determines that the entire First Offer Space, or a portion thereof equal to or exceeding ten thousand (10,000) square feet, will become available for sublease to third parties. The First Offer Notice will describe the First Offer Space that will become available for sublease ("Specific First Offer Space") and state the base rent and other material terms under which Sublessor intends to offer such space to other prospective subtenants. If Sublessee Tenant wishes to exercise the First Offer Right, Sublessee must, within ten (10) days after delivery of the First Offer Notice to Sublessee, deliver notice to Sublessor of Sublessee's intention to exercise its First Offer Right with respect to all of the Specific First Offer Space. Sublessee must elect to exercise its First Offer Right, if at all, only with respect to all of the space offered by Sublessor to Sublessee, and Sublessee may not elect to sublease only a portion of that space unless Sublessor agrees thereto, as Sublessor determines in Sublessor's sole and absolute discretion. If Sublessee does not exercise its First Offer Right within the above-referenced ten (10) day response period, then, the First Offer Right hereunder shall automatically terminate and Sublessor shall be free to lease the First Offer Space assign this Lease or any portion or portions thereof to any one or more third parties on any terms at any times during the term of this Sublease without any obligation to provide Sublessee with any further right to Sublease sublet all or any portion of the First Offer Space. The First Offer Right shall be personal to the originally named Sublessee under this Sublease and shall be exercisable only by such originally named Sublessee (and not by any assignee, sublessee or other transferee of such Sublessee's interest in this Sublease, or the Premises). Such originally named Sublessee may exercise the First Offer Right only if such originally named Sublessee occupies the entire Premises as of the date of the First Offer Notice. Sublessee shall not have the right to sublease First Offer Space or any portion thereof if Sublessee is in default under this Sublease as of the date of the attempted exercise of the First Offer Right by Sublessee or, at Sublessor's option (in Sublessor's sole and absolute discretion) as of the scheduled date of delivery of the Specific First Office Space to Sublessee. If Sublessee timely and validly exercises the First Offer Right, Sublessor shall tender the Specific First Offer Space to Sublessee on a date selected by Sublessor ("Delivery Date"). Sublessor shall not be liable to Sublessee or otherwise be in breach or default under this Sublease if Sublessor is unable to deliver the Specific First Offer Space to Sublessee on the projected Delivery Date due to the failure of any other subtenant or other occupant to timely vacate and surrender to Sublessor the Specific First Offer Space or any portion of it. If Sublessee timely and validly exercises the First Offer Right, then, beginning on the Delivery Date and continuing for the balance of the term of this Sublease (including any extensions) the Specific First Offer Space shall be part of the Premises under this Sublease (so that except as set out in Article 11.01(a) or 11.02 (a) to a named third party, Tenant shall first offer in writing to assign or sublet (as the term "Premises" in this Sublease case may be) to Landlord. Such first offer shall refer to contain the space in the Premises immediately before the Delivery Date plus the Specific First Offer Space) and Sublesseeterms of Tenant's Share proposed assignment or subletting. Any such first offer shall be adjusted by Sublessor deemed to reflect be rejected unless within thirty (30) days of receipt thereof Landlord delivers written notice of acceptance to Tenant. (b) If Landlord accepts Tenants offer, Tenant shall assign this Lease to Landlord or sublet the increased square footage proposed space to Landlord without cost, such assignment or subletting to be effective on the date and for the periods of time set forth in Tenant's notice, provided the Premises, and thus effective date shall not be sooner than forty-five (45) days after the proportionately increased obligation giving of Sublessee for Common Area Expenses. SublesseeTenant's offer. (c) Any sublease of theSpecific First Offer Space shall to Landlord will be on the same terms and conditions as affect provided in this Lease except that (i) Rent shall be the original Premises from time Rent (on a square-foot basis) provided in this Lease, or the rent Tenant's proposed sublessee would have paid, whichever is less, (ii) Landlord may assign the sublease or further sublet all or any part of the space without Tenant's consent, and (iii) Landlord may make changes, additions, alterations or improvements (structural or otherwise to time except as otherwise the space provided herein, and except that the material terms set forth in Sublessor's First Offer Notice Landlord shall apply, including, without limitation, the base rent for the Specific First Offer Space set forth in such notice. Sublessee agrees that if it subleases any Specific First Offer Space, Sublessee shall accept such space in its "as-is" condition. Sublessor shall not be required to construct any improvements in, or contribute any tenant improvement allowance for, any Specific First Offer Space. If Sublessee timely and validly exercises restore the First Offer Right, Sublessor and Sublessee shall, within fifteen (15) days after Sublessor's delivery space to its condition immediately prior to the commencement of the Specific First Offer Space to Sublessee, confirm in writing the addition of the Specific First Offer Space sublease to the Premises on the terms and conditions set forth herein. At Sublessorsame extent as Tenant's election, such written confirmation shall also confirm the actual Delivery Date, the square footage of the Specific First Offer Space, the increase proposed sublessee would have been required to Sublessee's Share of Common Area Expenses as adjusted to reflect the addition of the square footage of the Specific First Offer Space to the Premises, the rental commencement date for the Specific First Offer Space, and any other terms that Sublessor may reasonably request be confirmed with respect to this Sublease and the addition of the Specific First Offer Space to the Premises. Notwithstanding any provision of this Sublease to the contrary, Sublessee's First Offer Right hereunder shall not apply, and Sublessor shall have no obligation to provide any such right, during the last six (6) months of the term of this Subleasedo so.

First Offer. Sublessor grants Tenant shall have a "Right of First Offer" if Landlord elects to Sublessee market or sell the Premises to an unrelated third party. In such event, Landlord shall provide Tenant with a right notice in writing of first offer its intention to sell, setting forth the terms under which Landlord is prepared to sell the Premises. Tenant shall have 30 days to notify Landlord in writing whether it wishes to purchase the Premises on the proposed terms. If Landlord's notice states that its affiliate also intends to sell the Lake Union Steam Plant property also leased by Tenant, Tenant will be required to purchase both unless Landlord and its affiliate specifically provides a single building alternative. If Tenant notifies Landlord that it wishes to purchase the applicable property (the "First Offer RightSale Property") with respect to the space leased by Sublessor contiguous with the Premises ("First Offer Space") within the "Building" (as defined in the Master Lease). Sublessee's First Offer Right shall be on the terms and conditions set forth belowstated in Landlord's notice, the parties will negotiate in good faith for 30 days to reach agreement on a purchase and sale agreement. The In the event that Tenant does not notify Landlord of its intent to purchase the Sale Property or the parties are unable to reach an agreement on a purchase and sale agreement within the prescribed time frames, Landlord shall be free to sell the Sale Property to any third party on such terms and conditions that Landlord finds acceptable. If Landlord does not transfer ownership of the Sale Property within 18 months of its original notice to Tenant, Tenant's Right of First Offer shall be reinstated. If Landlord does transfer ownership within 18 months of its original notice to Tenant to any unrelated third party, Tenant's Right shall pertain only to the first sublease pertaining to of First Offer Space entered into by Sublessor after the commencement date of this Sublease. Sublessor shall provide Sublessee with written notice ("First Offer Notice") when Sublessor determines that the entire First Offer Space, or a portion thereof equal to or exceeding ten thousand (10,000) square feet, will become available for sublease to third parties. The First Offer Notice will describe the First Offer Space that will become available for sublease ("Specific First Offer Space") and state the base rent and other material terms under which Sublessor intends to offer such space to other prospective subtenants. If Sublessee wishes to exercise the First Offer Right, Sublessee must, within ten (10) days after delivery of the First Offer Notice to Sublessee, deliver notice to Sublessor of Sublessee's intention to exercise its First Offer Right with respect to all of the Specific First Offer Space. Sublessee must elect to exercise its First Offer Right, if at all, only with respect to all of the space offered by Sublessor to Sublessee, and Sublessee may not elect to sublease only a portion of that space unless Sublessor agrees thereto, as Sublessor determines in Sublessor's sole and absolute discretion. If Sublessee does not exercise its First Offer Right within the above-referenced ten (10) day response period, then, the First Offer Right hereunder shall automatically terminate and Sublessor be of no further force or effect for that or any subsequent sale of any property demised by this Lease or the Steam Plant Lease. All of Tenant's rights under this Section are personal to Tenant and may not be assigned, pledged or transferred to any third party. Notwithstanding the foregoing, such rights may be assigned or transferred to Tenant's Affiliate (Section 13.2). Tenant also agrees that its rights provided for in this Section shall not apply (a) so long as any Event of Default exists hereunder at the time Landlord's notice was otherwise required to be given to Tenant, in which event Landlord may proceed to negotiate and consummate a sale free of such right, (b) to lease any lease, mortgage or encumbrance of the First Offer Space Premises or other transfer of less than fee simple title thereto or any portion or portions thereof thereof, (c) to any one or more third parties on transfer of any terms at any times during the term kind of this Sublease without any obligation to provide Sublessee with any further right to Sublease all or any portion or all of the First Offer Space. The First Offer Right shall be personal to the originally named Sublessee under this Sublease and shall be exercisable only by such originally named Sublessee (and not by any assignee, sublessee or other transferee of such Sublessee's interest membership interests in this SubleaseLandlord, or the Premises). Such originally named Sublessee may exercise the First Offer Right only if such originally named Sublessee occupies the entire Premises as (d) to any conveyance of the date of the First Offer Notice. Sublessee shall not have the right to sublease First Offer Space Premises or any portion thereof if Sublessee to (i) any entity that controls, is controlled by or under the common control with Landlord or any of their respective affiliates, or (ii) any entity in default under this Sublease as condemnation or in lieu of the date condemnation, or (iii) any judicial or nonjudicial foreclosure or deed in lieu of the attempted exercise a judicial or nonjudicial foreclosure, and Tenant's right of the First Offer Right by Sublessee or, at Sublessor's option (in Sublessor's sole and absolute discretion) as of the scheduled date of delivery of the Specific First Office Space to Sublessee. If Sublessee timely and validly exercises the First Offer Right, Sublessor first offer shall tender the Specific First Offer Space to Sublessee on a date selected by Sublessor ("Delivery Date"). Sublessor shall not be liable to Sublessee or otherwise be in breach or default under this Sublease if Sublessor is unable to deliver the Specific First Offer Space to Sublessee on the projected Delivery Date due automatically terminate with respect to the failure of any other subtenant or other occupant to timely vacate and surrender to Sublessor the Specific First Offer Space Premises or any portion of it. If Sublessee timely and validly exercises the First Offer Right, then, beginning on the Delivery Date and continuing for the balance of the term thereof which are conveyed pursuant to part (ii) or (iii) of this Sublease (including any extensions) the Specific First Offer Space shall be part of the Premises under this Sublease (so that the term "Premises" in this Sublease shall refer to the space in the Premises immediately before the Delivery Date plus the Specific First Offer Space) and Sublessee's Share shall be adjusted by Sublessor to reflect the increased square footage of the Premises, and thus the proportionately increased obligation of Sublessee for Common Area Expenses. Sublessee's sublease of theSpecific First Offer Space shall be on the same terms and conditions as affect the original Premises from time to time except as otherwise provided herein, and except that the material terms set forth in Sublessor's First Offer Notice shall apply, including, without limitation, the base rent for the Specific First Offer Space set forth in such notice. Sublessee agrees that if it subleases any Specific First Offer Space, Sublessee shall accept such space in its "as-is" condition. Sublessor shall not be required to construct any improvements in, or contribute any tenant improvement allowance for, any Specific First Offer Space. If Sublessee timely and validly exercises the First Offer Right, Sublessor and Sublessee shall, within fifteen (15) days after Sublessor's delivery of the Specific First Offer Space to Sublessee, confirm in writing the addition of the Specific First Offer Space to the Premises on the terms and conditions set forth herein. At Sublessor's election, such written confirmation shall also confirm the actual Delivery Date, the square footage of the Specific First Offer Space, the increase to Sublessee's Share of Common Area Expenses as adjusted to reflect the addition of the square footage of the Specific First Offer Space to the Premises, the rental commencement date for the Specific First Offer Space, and any other terms that Sublessor may reasonably request be confirmed with respect to this Sublease and the addition of the Specific First Offer Space to the Premises. Notwithstanding any provision of this Sublease to the contrary, Sublessee's First Offer Right hereunder shall not apply, and Sublessor shall have no obligation to provide any such right, during the last six (6) months of the term of this SubleaseSection.

First Offer. Sublessor grants Provided that this Sublease shall be in full force, no event of default has occurred and is continuing and provided Sublandlord does not desire the space for its own use (i.e. for Sublandlord's own use and occupancy for a substantial period and not for the purpose of assigning the Prime Lease or subletting or licensing the Prime Lease premises), Sublandlord shall, prior to Sublessee offering it to anyone else, offer Subtenant the right to lease the space on the Fifth Floor of the Building that Sublandlord currently occupies, or has a right of first offer to occupy (such space being hereinafter referred to as the "First Offer Right") with respect to the space leased by Sublessor contiguous with the Premises ("First Offer Fifth Floor Space") within the "Building" (as defined in the Master Lease). Sublessee's First Offer Right Sublandlord shall be on notify Subtenant specifying the terms and conditions set forth belowrentable square footage of the Fifth Floor Space it is making available. The First Offer Right Thereupon, Subtenant shall pertain only to the first sublease pertaining to First Offer Space entered into by Sublessor after the commencement date of this Sublease. Sublessor shall provide Sublessee with written notice have one option, exercisable within, but in no event later than, fifteen ("First Offer Notice") when Sublessor determines that the entire First Offer Space, or a portion thereof equal to or exceeding ten thousand (10,000) square feet, will become available for sublease to third parties. The First Offer Notice will describe the First Offer Space that will become available for sublease ("Specific First Offer Space") and state the base rent and other material terms under which Sublessor intends to offer such space to other prospective subtenants. If Sublessee wishes to exercise the First Offer Right, Sublessee must, within ten (1015) days after delivery the giving of the First Offer Notice such notice by Sublandlord to SublesseeSubtenant, deliver to elect by notice given to Sublessor of Sublessee's intention to exercise its First Offer Right with respect to all of the Specific First Offer Space. Sublessee must elect to exercise its First Offer Right, if at all, only with respect to all of the space offered by Sublessor to Sublessee, and Sublessee may not elect to sublease only a portion of that space unless Sublessor agrees thereto, as Sublessor determines in Sublessor's sole and absolute discretion. If Sublessee does not exercise its First Offer Right Sublandlord within the above-referenced ten said fifteen (1015) day response period, then, the First Offer Right hereunder shall automatically terminate and Sublessor shall be free period to lease the First Offer Space or any portion or portions thereof entire space encompassed by the offer for a term equal to any one or more third parties on any terms at any times during the term of this Sublease without any obligation to provide Sublessee with any further right to Sublease all or any portion of the First Offer Space. The First Offer Right shall be personal to the originally named Sublessee under this Sublease and shall be exercisable only by such originally named Sublessee (and not by any assignee, sublessee or other transferee of such Sublessee's interest in this Sublease, or the Premises). Such originally named Sublessee may exercise the First Offer Right only if such originally named Sublessee occupies the entire Premises as of the date of the First Offer Notice. Sublessee shall not have the right to sublease First Offer Space or any portion thereof if Sublessee is in default under this Sublease as of the date of the attempted exercise of the First Offer Right by Sublessee or, at Sublessor's option (in Sublessor's sole and absolute discretion) as of the scheduled date of delivery of the Specific First Office Space to Sublessee. If Sublessee timely and validly exercises the First Offer Right, Sublessor shall tender the Specific First Offer Space to Sublessee on a date selected by Sublessor ("Delivery Date"). Sublessor shall not be liable to Sublessee or otherwise be in breach or default under this Sublease if Sublessor is unable to deliver the Specific First Offer Space to Sublessee on the projected Delivery Date due to the failure of any other subtenant or other occupant to timely vacate and surrender to Sublessor the Specific First Offer Space or any portion of it. If Sublessee timely and validly exercises the First Offer Right, then, beginning on the Delivery Date and continuing for the balance of the term of this Sublease (including any extensions) the Specific First Offer Space Prime Lease at a rate of Fixed Rent per rentable square foot which shall be equal to the Fixed Rent rate per rentable square foot payable under the Sublease if offered during the first year of the Sublease or, if offered thereafter, at the fair market rental determined as in Paragraph 24 hereof. If Subtenant shall duly exercise its option within the time and within the manner specified above, and there shall not then be existing an event of default under this Lease, then automatically on the first Business Day following the giving of Subtenant's notice of its election to exercise said option, the portion of the Fifth Floor Space as to which Subtenant has exercised its option shall automatically be deemed and be added to and form part of the Premises under this Sublease (so that the term "Premises" in this Sublease shall refer to the space in the Premises immediately before the Delivery Date plus the Specific First Offer Space) and Sublessee's Share shall be adjusted by Sublessor to reflect the increased square footage hereunder upon all of the Premises, and thus the proportionately increased obligation of Sublessee for Common Area Expenses. Sublessee's sublease of theSpecific First Offer Space shall be on the same terms and conditions as affect are contained in this Sublease except that: (i) the original Premises from time to time except as otherwise provided herein, and except that Fixed Rent Payable by Subtenant under the material terms set forth in Sublessor's First Offer Notice Sublease shall apply, including, without limitation, be increased by the base rent rental rate for the Specific First Offer Fifth Floor Space set forth in such notice. Sublessee agrees that if it subleases any Specific First Offer Space(as determined above), Sublessee (ii) Subtenant's Proportionate Share shall accept such space in its "as-is" condition. Sublessor shall not be required to construct any improvements in, or contribute any tenant improvement allowance for, any Specific First Offer Space. If Sublessee timely and validly exercises the First Offer Right, Sublessor and Sublessee shall, within fifteen (15) days after Sublessor's delivery of the Specific First Offer Space to Sublessee, confirm in writing the addition of the Specific First Offer Space to the Premises on the terms and conditions set forth herein. At Sublessor's election, such written confirmation shall also confirm the actual Delivery Date, the square footage of the Specific First Offer Space, the increase to Sublessee's Share of Common Area Expenses as adjusted increased to reflect the addition of the square footage of the Specific First Offer Fifth Floor Space to the Premises, and (iii) Subtenant shall accept the rental commencement date Fifth Floor Space in its then as-is condition and Sublandlord shall not be required to perform any work or furnish any materials in order to prepare such Fifth Floor Space for Subtenant's occupancy. It is an express condition of the Specific First Offer Space, and any other option granted to Subtenant pursuant to the terms of this Article that Sublessor may reasonably request be confirmed time is of the essence with respect to this Sublease and Subtenant's exercise of its option within the addition of the Specific First Offer Space to the Premises. Notwithstanding any provision of this Sublease to the contrary, Sublessee's First Offer Right hereunder shall not apply, and Sublessor shall have no obligation to provide any such right, during the last six (6) months of the term of this Subleaseperiod above provided.