Common use of Procedure for Offer Clause in Contracts

Procedure for Offer. Landlord shall notify Tenant (the "First Offer Notice") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "Economic Terms"). Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has delivered Tenant's Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Landlord shall notify Tenant (the "First Offer Notice") from time to time when Landlord determines determines, in Landlord's sole and absolute (but good faith) discretion, that Landlord shall commence the marketing of any the First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a subject, however, to the Superior Right desires to lease such spaceLeases. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth the Base Rent and all of Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "First Offer Economic Terms"); such First Offer Economic Terms shall be based on Landlord's good faith determination of the fair market rate for such First Offer Space. Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last nine twelve (912) months of the initial Lease Term unless Tenant has delivered an Interest Exercise Notice (as defined in the Extension Rider attached hereto) pertaining to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months extension of the initial Lease Term unless Tenant has delivered Tenant's Acceptance to Landlord pursuant to Section 31(c) abovethe Extension Rider.

Procedure for Offer. Landlord shall notify Tenant (the "“First Offer Notice"”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "“Economic Terms"”), including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant's ’s Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Landlord shall notify Tenant (the "“First Offer Notice"”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's ’s proposed economic terms and conditions applicable to Tenant's ’s lease of such space space, including the proposed term (collectively, the "“Economic Terms"”), which Economic Terms shall be based upon Landlord’s good faith determination of the fair market value of such First Offer Space. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last nine eleven (911) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) 2.2 above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months period following Landlord’s delivery of the initial Lease Term Option Rent Notice to Tenant pursuant to Section 2.2 above unless Tenant has timely delivered Tenant's Acceptance the Option Notice to Landlord pursuant to Section 31(c) 2.2 above.

Procedure for Offer. Landlord shall notify Tenant (the "First Offer NoticeFIRST OFFER ------------------- NOTICE") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "Economic TermsECONOMIC TERMS"). Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant's Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Landlord shall notify Tenant (the "“First Offer Notice"”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "“Economic Terms"”), including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) 31 above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant's ’s Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Landlord shall notify Tenant (the "“First Offer Notice"”) from time to time when Landlord determines that Landlord shall commence the marketing of any the First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "“Economic Terms"”), including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant's ’s Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Tenant shall notify Landlord in writing if Tenant desires to lease the First Offer Space. Within the 6-month period following Landlord’s receipt of any such notice from Tenant, Landlord shall notify Tenant (the "“First Offer Notice"”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "“Economic Terms"”). Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) Article 31 above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant's ’s Acceptance to Landlord pursuant to Section 31(c) Article 31 above.

Procedure for Offer. Landlord shall notify Tenant (the "First Offer NoticeFIRST -------------------- OFFER NOTICE") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "Economic TermsECONOMIC TERMS"). Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c30(1) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant's Acceptance to Landlord pursuant to Section 31(c30(1) above.

Procedure for Offer. Landlord shall notify Tenant (the "First Offer Notice") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's proposed material economic terms and conditions applicable to Tenant's lease of such space (collectively, the "Economic Terms"), including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant's Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Landlord shall notify Tenant (the "First Offer ------------------- Notice") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no Initials: /s/ KM ----------- -31- /s/ VC ----------- holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "Economic Terms"). Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term (or first Option Term, as applicable) unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term (or first Option Term, as applicable) unless Tenant has timely delivered Tenant's Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Landlord shall notify Tenant (the "“First Offer Notice"”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "“Economic Terms")Terms”),including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c3l(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant's ’s Acceptance to Landlord pursuant to Section 31(c) aboveabove and such right of first offer shall not apply during any applicable Option Term.

Procedure for Offer. Landlord shall notify Tenant (the "First Offer Notice") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "Economic Terms"). Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant's Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Landlord shall notify Tenant (the "First ------------------- Offer Notice") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (collectively, the "Economic Terms"). Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Current Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) paragraph 12 above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Current Term unless Tenant has timely delivered Tenant's Acceptance to Landlord pursuant to Section 31(c) paragraph 12 above.

Procedure for Offer. From and after January 11, 2012, Landlord shall notify Tenant (the "“First Offer Notice"”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Right Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's ’s proposed economic terms and conditions applicable to Tenant's ’s lease of such space space, including the proposed term (collectively, the "“Economic Terms"”), which Economic Terms shall be based upon Landlord’s good faith determination of the fair market value of such First Right Space. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last nine twelve (912) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above 2.2 of the Original Lease nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months period following Landlord’s delivery of the initial Option Rent Notice to Tenant pursuant to Section 2.2 of the Original Lease Term unless Tenant has timely delivered Tenant's Acceptance the Option Notice to Landlord pursuant to Section 31(c) above2.2 of the Original Lease.

Procedure for Offer. Landlord shall notify Tenant (the "“First Offer Notice"”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. the The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's ’s proposed material economic terms and conditions applicable to Tenant's ’s lease of such space (collectively, the "“Economic Terms"”), including the proposed rent payable for the First Offer Space (but it being agreed that such term shall be calculated as the greater of (i) the remaining Term then applicable to the original Premises and (2) five (5) years. Notwithstanding the foregoing, Landlord's ’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above (with specific reference to Tenant’s right to send an early Interest Notice as expressly provided therein) or otherwise extended the Term of this Lease nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has delivered Tenant's ’s Acceptance to Landlord pursuant to Section 31(c) aboveabove or is deemed to have delivered the same.