Common use of First Right Space Clause in Contracts

First Right Space. Subject to all of the terms and conditions set forth in this Section 2.5, and subject to the Superior Rights, Landlord hereby grants to Tenant, the ongoing first right to lease for the Applicable Term the Additional Space (the “First Right”). The “Applicable Term” for which any such Additional Space shall be the term set forth in the Refusal Offer Notice (hereinafter defined). In the event less than three years remains in the initial Term of this Lease, Tenant will be required to exercise the Renewal Option in order to lease the subject Additional Space. In the event less than three years remains in the Renewal Term, this First Right shall be deemed to have expired and be null, void and of no further effect. If, at any time while the First Right is in effect, any Additional Space is Available to Lease, Landlord will, prior to binding itself to a lease of such space to any third party, notify Tenant of the portion of the Additional Space which is Available for Lease and shall provide Tenant with a copy of all the material terms and conditions of a bona fide offer Landlord wishes to accept, either in form of a proposal or a letter of intent signed by or on behalf of a third party (a “Refusal Offer Notice”). Tenant will have until 5:00 p.m. on the seventh (7th) Business Day after Landlord’s delivery of a Refusal Offer Notice (the “Acceptance Deadline”) to notify Landlord that Tenant will lease all of the portion of the Additional Space described in the Refusal Offer Notice (an “Acceptance Notice”). If Tenant delivers its Acceptance Notice prior to the Acceptance Deadline, then Landlord and Tenant will execute an amendment to this Lease that incorporates the applicable portion of the Additional Space into the Premises for the Applicable Term, increases Tenant’s Share of Expenses Percentage to reflect the increase in rentable area of the Premises, provides for the Basic Rent to be paid by Tenant for such portion of the Additional Space for the Applicable Term and for a tenant improvement allowance for improvements to such portion of the Additional Space per the Refusal Offer Notice. If Tenant fails to deliver its Acceptance Notice prior to the Acceptance Deadline, then, for a period of 120 days from and after the subject Acceptance Deadline (a “Leasing Period”), Landlord will be free, without further restriction, to enter into a lease with the third-party tenant (or an affiliate) who submitted the offer to Landlord for the portion of the Additional Space described in the subject Refusal Offer Notice. Except as provided in the immediately preceding sentence, Tenant’s failure to exercise the first right to lease in any one or more instances shall not affect its rights thereafter to lease the Additional Space under the terms of this Section 2.5.1.

First Right Space. Subject to any Superior Rights, and provided that Tenant is not then in default under the terms of this Lease and that the Original Tenant is then in possession of the entire Premises, Tenant shall have the right to lease any space (a) on the ground floor of either of the buildings located at 0000 Xxxxxxxx Xxxxxxxxx or 0000 Xxxxxxxx Xxxxxxxxx (“Ground Floor Space”), or (b) on the third (3rd), fifth (5th) or ninth (9th) floor of the Building (collectively, the “Contiguous Floor Space”; Ground Floor Space and the Contiguous Floor Space are hereinafter collectively referred to as the “First Right Space”), if all or any portion of the Ground Floor Space comes available for lease during the Lease Term, as the same may be extended, or all or any portion of the Contiguous Floor Space comes available for lease during the period beginning on the first (1st) anniversary of the Rent Commencement Date and continuing through the Lease Term, as the same may be extended. Upon all or any portion of the First Right Space coming available during the applicable time periods described above, Landlord shall give Tenant a one-time written notice (“Offer Notice”) of the availability of all or such portion of the First Right Space, which Offer Notice shall include a summary of the economic terms for which Landlord is willing to enter into a lease of the available portion of the First Right Space. The parties acknowledge and agree that except with respect to such economic terms, all of the terms and conditions set forth in provisions of this Section 2.5Lease shall apply to any lease by Tenant of any portion of the First Right Space, except Tenant shall be permitted to use the Ground Floor Space for retail banking purposes, other financial retail services and subject office use incidental thereto and for any other retail use approved by Landlord, such approval not to the Superior Rights, Landlord hereby grants be unreasonably withheld. Subject to Tenant’s options to extend the Lease Term under Section 2.2 of this Lease, the ongoing first right to lease term of the First Right Space shall expire on the Expiration Date. The Base Year for the Applicable Term the Additional Space (the “First Right”). The “Applicable Term” for which any such Additional Right Space shall be the term set forth calendar year in which Landlord delivers possession of such First Right Space to Tenant, unless such delivery date occurs in the Refusal Offer Notice (hereinafter defined). In fourth quarter of a calendar year, in which event the event less than three years remains in the initial Term of this Lease, Tenant will be required to exercise the Renewal Option in order to lease the subject Additional Space. In the event less than three years remains in the Renewal Term, this Base Year for such First Right Space shall be deemed to have expired and be null, void and of no further effect. If, at any time while the First Right is in effect, any Additional Space is Available to Lease, Landlord will, prior to binding itself to a lease of such space to any third party, notify Tenant of the portion of the Additional Space which is Available for Lease and shall provide Tenant with a copy of all the material terms and conditions of a bona fide offer Landlord wishes to accept, either in form of a proposal or a letter of intent signed by or on behalf of a third party (a “Refusal Offer Notice”). Tenant will have until 5:00 p.m. on the seventh (7th) Business Day after Landlord’s delivery of a Refusal Offer Notice (the “Acceptance Deadline”) to notify Landlord that Tenant will lease all of the portion of the Additional Space described in the Refusal Offer Notice (an “Acceptance Notice”). If Tenant delivers its Acceptance Notice prior to the Acceptance Deadline, then Landlord and Tenant will execute an amendment to this Lease that incorporates the applicable portion of the Additional Space into the Premises for the Applicable Term, increases Tenant’s Share of Expenses Percentage to reflect the increase in rentable area of the Premises, provides for the Basic Rent to be paid by Tenant for such portion of the Additional Space for the Applicable Term and for a tenant improvement allowance for improvements to such portion of the Additional Space per the Refusal Offer Notice. If Tenant fails to deliver its Acceptance Notice prior to the Acceptance Deadline, then, for a period of 120 days from and after the subject Acceptance Deadline (a “Leasing Period”), Landlord will be free, without further restriction, to enter into a lease with the third-party tenant (or an affiliate) who submitted the offer to Landlord for the portion of the Additional Space described in the subject Refusal Offer Notice. Except as provided in the immediately preceding sentence, Tenant’s failure to exercise the first right to lease in any one or more instances shall not affect its rights thereafter to lease the Additional Space under the terms of this Section 2.5.1next calendar year.

First Right Space. Subject to all For the purposes of the terms and conditions set forth in this Section 2.5Article 32, and subject to the Superior Rights, Landlord hereby grants to Tenant, the ongoing first right to lease for the Applicable Term the Additional Space (the “First Right”). The “Applicable TermRight Space” for which any such Additional Space shall be mean one full floor of the term set forth in Building other than the Refusal Offer Notice (hereinafter defined)Premises. In the event less than three years remains in that at any time and from time to time during the initial Term of this Lease, and so long as there does not exist an Event of Default, any First Right Space becomes available for lease and Landlord and a prospective tenant have agreed upon a lease which is acceptable to both parties, under which such prospective tenant will rent such First Right Space, Landlord shall deliver to Tenant will be required to exercise a notice that such First Right Space is available on a particular date along with a copy of the Renewal Option in order agreed upon lease between Landlord and such prospective tenant (such notice and lease are, collectively, the “First Right Notice”), and shall offer Tenant the opportunity to lease the subject Additional First Right Space under the same terms and conditions as had been agreed to with such prospective tenant, including all Base Rent, Escalation Rent, and other payments payable by such prospective tenant to Landlord under such lease. Tenant shall have ten (10) days from receipt of the First Right Notice to accept the offer, reject the offer, or state that Tenant does not desire to lease such First Right Space. In the event less than three years remains in Landlord does not receive written notice of Tenant’s exercise of the Renewal Termright herein granted within said 10-day period, this there shall be a conclusive presumption that Tenant has rejected such offer. If Tenant rejects such offer or states that it does not desire to lease such First Right shall be deemed Space, Landlord, in its sole discretion, may lease said First Right Space to have expired third party tenants at rates, terms and be nullconditions which are not more favorable to such tenants than the rates, void terms and of no further effect. If, at any time while conditions upon which Landlord had offered the First Right is Space to Tenant. Further, in effect, any Additional Space is Available to Lease, the event that Landlord will, prior to binding itself to a lease of such space to any third party, notify Tenant of the portion of the Additional Space which is Available for Lease and shall provide Tenant reaches an agreement with a copy of all the material prospective tenant to lease such First Right Space at rates, terms or conditions that Landlord may deem acceptable but which rates, terms and conditions of a bona fide offer Landlord wishes are more favorable to acceptsuch prospective tenant than the rates, either in form of a proposal or a letter of intent signed by or on behalf of a third party (a “Refusal Offer Notice”). Tenant will have until 5:00 p.m. on the seventh (7th) Business Day after Landlord’s delivery of a Refusal Offer Notice (the “Acceptance Deadline”) to notify Landlord that Tenant will lease all of the portion of the Additional Space described terms and conditions which were contained in the Refusal Offer original First Right Notice (an “Acceptance Notice”). If to Tenant delivers its Acceptance Notice prior to covering the Acceptance Deadline, then Landlord and Tenant will execute an amendment to this Lease that incorporates the applicable portion of the Additional First Right Space into the Premises for the Applicable Term, increases Tenant’s Share of Expenses Percentage to reflect the increase in rentable area of the Premises, provides for the Basic Rent to be paid by Tenant for such portion of the Additional Space for the Applicable Term and for a tenant improvement allowance for improvements to such portion of the Additional Space per the Refusal Offer Notice. If Tenant fails to deliver its Acceptance Notice prior to the Acceptance Deadline, then, for a period of 120 days from and after the subject Acceptance Deadline (a “Leasing Period”)question, Landlord will be free, without further restriction, shall deliver to enter into Tenant a lease with new First Right Notice and offer Tenant the third-party tenant (or an affiliate) who submitted the offer to Landlord for the portion of the Additional Space described in the subject Refusal Offer Notice. Except as provided in the immediately preceding sentence, Tenant’s failure to exercise the first right to lease in any one or more instances shall not affect its rights thereafter opportunity to lease the Additional First Right Space under at the same rates, terms and conditions as are contained in such new third party lease. Any failure of Tenant to elect to lease any First Right Space pursuant to this Section 2.5.1right of first refusal shall not be deemed a waiver of any future right of first refusal as to any subsequent First Right Space.

First Right Space. Subject to all For the purposes of the terms and conditions set forth in this Section 2.5Article 32, and subject to the Superior Rights, Landlord hereby grants to Tenant, the ongoing first right to lease for the Applicable Term the Additional Space (the “First Right”)Right Space” shall mean up to three (3) full floors of the Building other than the Premises. The “Applicable Term” for which any such Additional intent is that the First Right Space shall will be three (3) full floors, so if the term set forth in the Refusal Offer Notice (hereinafter defined)first space to become available is only ½ of a floor, Tenant will still have 2 1/2 floors of First Right Space. In the event less than three years remains in that at any time and from time to time during the initial Term of this Lease, and so long as there does not exist an Event of Default, any First Right Space becomes available for lease and Landlord and a prospective tenant have agreed upon a lease which is acceptable to both parties, under which such prospective tenant will rent such First Right Space, Landlord shall deliver to Tenant will be required to exercise a notice that such First Right Space is available on a particular date along with a copy of the Renewal Option in order agreed upon lease between Landlord and such prospective tenant (such notice and lease are, collectively, the “First Right Notice”), and shall offer Tenant the opportunity to lease the subject Additional First Right Space under the same terms and conditions as had been agreed to with such prospective tenant, including all Base Rent, Escalation Rent, and other payments payable by such prospective tenant to Landlord under such lease. Tenant shall have ten (10) days from receipt of the First Right Notice to accept the offer, reject the offer, or state that Tenant does not desire to lease such First Right Space. In the event less than three years remains in Landlord does not receive written notice of Tenant’s exercise of the Renewal Termright herein granted within said 10-day period, this there shall be a conclusive presumption that Tenant has rejected such offer. If Tenant rejects such offer or states that it does not desire to lease such First Right shall be deemed Space, Landlord, in its sole discretion, may lease said First Right Space to have expired third party tenants at rates, terms and be nullconditions which are not more favorable to such tenants than the rates, void terms and of no further effect. If, at any time while conditions upon which Landlord had offered the First Right is Space to Tenant. Further, in effect, any Additional Space is Available to Lease, the event that Landlord will, prior to binding itself to a lease of such space to any third party, notify Tenant of the portion of the Additional Space which is Available for Lease and shall provide Tenant reaches an agreement with a copy of all the material prospective tenant to lease such First Right Space at rates, terms or conditions that Landlord may deem acceptable but which rates, terms and conditions of a bona fide offer Landlord wishes are more favorable to acceptsuch prospective tenant than the rates, either in form of a proposal or a letter of intent signed by or on behalf of a third party (a “Refusal Offer Notice”). Tenant will have until 5:00 p.m. on the seventh (7th) Business Day after Landlord’s delivery of a Refusal Offer Notice (the “Acceptance Deadline”) to notify Landlord that Tenant will lease all of the portion of the Additional Space described terms and conditions which were contained in the Refusal Offer original First Right Notice (an “Acceptance Notice”). If to Tenant delivers its Acceptance Notice prior to covering the Acceptance Deadline, then Landlord and Tenant will execute an amendment to this Lease that incorporates the applicable portion of the Additional First Right Space into the Premises for the Applicable Term, increases Tenant’s Share of Expenses Percentage to reflect the increase in rentable area of the Premises, provides for the Basic Rent to be paid by Tenant for such portion of the Additional Space for the Applicable Term and for a tenant improvement allowance for improvements to such portion of the Additional Space per the Refusal Offer Notice. If Tenant fails to deliver its Acceptance Notice prior to the Acceptance Deadline, then, for a period of 120 days from and after the subject Acceptance Deadline (a “Leasing Period”)question, Landlord will be free, without further restriction, shall deliver to enter into Tenant a lease with new First Right Notice and offer Tenant the third-party tenant (or an affiliate) who submitted the offer to Landlord for the portion of the Additional Space described in the subject Refusal Offer Notice. Except as provided in the immediately preceding sentence, Tenant’s failure to exercise the first right to lease in any one or more instances shall not affect its rights thereafter opportunity to lease the Additional First Right Space under at the same rates, terms and conditions as are contained in such new third party lease. Any failure of Tenant to elect to lease any First Right Space pursuant to this Section 2.5.1right of first refusal shall not be deemed a waiver of any future right of first refusal as to any subsequent First Right Space.