Common use of Right of First Option Clause in Contracts

Right of First Option. (a) During the period beginning upon the date upon which the Lease is fully executed, and ending on the twenty-fourth calendar month anniversary thereafter, if this Lease shall be in full force and effect, Tenant shall have the right, upon written notice to Landlord (the "Option Notice"), to lease all or a portion (but not less than 11,000 rentable square feet) of any available space (defined as space, which, as of the date of the date of the Option Notice, is not either under lease or subject to an executed letter of intent to another tenant) on the second floor of the Building (the "Option Space"). If Tenant shall require greater than sixty-seven percent (67%) of the then remaining available space on the second floor, Tenant shall be obligated to take the entire then available space on the second floor. The lease of any Option Space by Tenant pursuant to this Right of First Option shall be upon such terms and conditions contained in the Lease, including, without limitation, the payment of the then current Base Rent per square foot, together with any Additional Rent due as recalculated to include the Offered Space, delivery of an additional Security Deposit, as set forth in Article 23(e) above, and the expiration of the Term, except: (i) that the per square foot Tenant Work Allowance for the Option Space shall be obtained by multiplying the per square foot Tenant Work Allowance by a fraction, the numerator of which is the number of months remaining in the initial term of this Lease at the time that Base Rent will commence on the Option Space and the denominator of which is the total number of months in the initial term; (ii) any unused tenant allowance applicable to the Option Space shall not be available for use by Tenant as a rent credit, and shall be automatically forfeited as to any amount of such allowance not properly requested by Tenant, in accordance with the terms and conditions set forth in Exhibit C of this Lease; and (iii) except that the rent commencement for the Offered Space shall be the date which is the first day following the eighth month anniversary of the date Landlord and Tenant execute and deliver a mutually acceptable amendment to the Lease incorporating therein the lease of the Option Space. Promptly after Tenant exercises this option (but in no event later than thirty (30) days after the Option Notice), the parties shall enter into a supplemental agreement to this Lease incorporating the Option Space as part of the Premises.

Right of First Option. (a) During Borrower agrees that, during the period beginning upon from and after the date upon which the Lease is fully executed, hereof and ending on the twenty-fourth calendar month anniversary thereafter, if this Lease shall be earlier of (i) the date which is three (3) months after the date of prepayment in full force Outstanding Loan Amount together with all Interest thereon and effect(ii) the occurrence of the Term Loan Commitment Termination Date pursuant to clause (iii) of the definition thereof, Tenant shall have the rightit will not, and will not permit either Parent or any of Parents’ respective Subsidiaries to, issue or sell to, or borrow from, an unaffiliated party (“Third-Party Lender”), any funded Indebtedness under which advances are made to Borrower, such Parent or Subsidiary, as applicable, based upon residual or subordinated interests in Financing SPCs or Warehouse Facilities, other than Excluded Indebtedness (as defined below) (“Additional Residual Indebtedness”), unless Borrower, such Parent or Subsidiary, as applicable, first submits a written notice to Landlord (the "Option “Additional Residual Indebtedness Notice")”) to Lender identifying the date of such proposed issuance, sale or funding and the aggregate principal amount proposed to lease all be issued, sold or a portion (funded, and offering Lender the opportunity to purchase or fund all, but not less than 11,000 rentable square feet) all, of any available space (defined as spacethe aggregate principal amount of such Additional Residual Indebtedness on terms and conditions, whichincluding pricing terms, not less favorable to Lender than those on which Borrower, such Parent or Subsidiary, as of the date of the date of the Option Noticeapplicable, is not either under lease proposes to issue or subject to an executed letter of intent to another tenant) on the second floor of the Building (the "Option Space")sell to, or borrow from, any Third-Party Lender such Additional Residual Indebtedness. If Tenant shall require greater than sixtysuch Additional Residual Indebtedness is sold to, or funded by, other Third-seven percent (67%) of Party Lenders on varying terms, the then remaining available space on the second floor, Tenant Lender’s terms and conditions shall be obligated the same as those most favorable to take the entire then available space on the second floorprospective Third-Party Lenders. The lease of any Option Space offer by Tenant Borrower, such Parent or Subsidiary, as applicable, to Lender pursuant to this Right Section to purchase or fund the Additional Residual Indebtedness shall remain open and irrevocable for a period of First Option shall be upon such terms and conditions contained in the Lease, including, without limitation, the payment 15 days following receipt by Lender of the then current Base Rent per square footAdditional Residual Indebtedness Notice. Lender shall have the right to purchase or fund all, together with any but not less than all, of the aggregate principal amount of such Additional Rent due as recalculated Residual Indebtedness by giving written notice of its intent to include do so (the Offered Space“Additional Residual Indebtedness Acceptance”) to such Borrower, delivery of an additional Security Depositsuch Parent or Subsidiary, as set forth in Article 23(e) aboveapplicable, and the expiration within 15 days after Lender’s receipt of the TermAdditional Residual Indebtedness Notice. Each Additional Residual Indebtedness Acceptance shall constitute a valid, exceptlegally binding and enforceable agreement for the purchase of, or funding by, Lender of the Additional Residual Indebtedness so elected to be purchased or funded. As used herein, “Excluded Indebtedness” shall mean: (i) that the per square foot Tenant Work Allowance for the Option Space shall be obtained by multiplying the per square foot Tenant Work Allowance by Indebtedness outstanding from time to time under one or more Securitization Transactions or Warehouse Facilities (including swingline or other tranches of Indebtedness within a fraction, the numerator of which is the number of months remaining in the initial term of this Lease at the time that Base Rent will commence on the Option Space and the denominator of which is the total number of months in the initial termWarehouse Facility); (ii) any unused tenant allowance applicable to the Option Space shall not be available for use Indebtedness under those certain 12.625% Senior Secured Notes due 2017 issued by Tenant as a rent credit, Parent and shall be automatically forfeited as to any amount of such allowance not properly requested comparable note issuances secured in part by Tenant, in accordance with the terms and conditions set forth in Exhibit C of this Leaseresidual cash flows; and (iiiii) except that the rent commencement for the Offered Space shall be the date any Indebtedness and secured by (incurred to acquire) inventory, real estate or equipment which is the first day following the eighth month anniversary of the date Landlord and Tenant execute and deliver a mutually acceptable amendment to the Lease incorporating therein the lease of the Option Space. Promptly after Tenant exercises this option (but also secured in no event later than thirty (30) days after the Option Notice), the parties shall enter into a supplemental agreement to this Lease incorporating the Option Space as part of the Premisesby residual cash flows.

Right of First Option. The Company has entered into that Right of First Offer Agreement of even date herewith, with Xxxxxxx-CCP, LLC (athe “ROFO Agreement”) During with respect to certain property described in the period beginning upon ROFO Agreement (the date upon which “ROFO Property”). Upon receipt by the Lease is fully executedCompany of a ROFO Notice (as defined in the ROFO Agreement), the Company shall promptly provide a copy of such ROFO Notice to each Member, together with all written information received by the Company with respect to such ROFO Notice. The Company shall determine whether it shall elect to exercise its rights under the ROFO Agreement as a Major Decision in accordance with Section 6.2(a)(xxiv) no later than seven (7) Business Days after its receipt of such ROFO Notice (the “Company Election Date”) and ending on the twenty-fourth calendar month anniversary thereafter, if this Lease shall be in full force and effect, Tenant shall have the right, upon provide each Member written notice of such determination on such date. In the event that the Company elects not to Landlord exercise its rights under the ROFO (or does not make a determination as to whether to exercise such rights) on or prior to the Company Election Date due to a failure of either Member to approve the exercise, then if a Member did vote in favor of exercising such rights (a “ROFO Approving Member”), then such ROFO Approving Member may, in a written notice (the "Option Notice")“ROFO Election”) to the other Member, make an election to lease purchase the ROFO rights and receive an assignment of the rights under ROFO Agreement with respect to the portion of the ROFO Property then being offered under the ROFO Notice from the Company in exchange for an amount equal to (i) the total of all or a portion (but not less than 11,000 rentable square feet) of any available space (defined as space, which, as of payments made by the Company under the ROFO Agreement through the date of the date ROFO Election prorated appropriately for the amount of the Option ROFO Property so offered in the ROFO Notice, is not either under lease or subject to an executed letter of intent to another tenantplus (ii) on the second floor of the Building any due diligence (the "Option Space"). If Tenant shall require greater than sixty-seven percent (67%) of the then remaining available space on the second floor, Tenant shall be obligated to take the entire then available space on the second floor. The lease of any Option Space by Tenant pursuant to this Right of First Option shall be upon such terms and conditions contained in the Lease, including, without limitation, filing fees and consultants fees and expenses) and legal expenses incurred by the payment Company, in respect of the then current Base Rent per square foot, together with any Additional Rent due as recalculated to include the Offered Space, delivery of an additional Security Deposit, as set forth in Article 23(e) above, and the expiration portion of the TermROFO Property so offered in the ROFO Notice or the exercise of the rights under the ROFO Agreement with respect to such ROFO Property, except: plus (iii) any amounts which would be due by the Company under the ROFO Agreement attributable to such ROFO Property offered in the ROFO Notice prior to the assignment from the Company to the ROFO Approving Member (the amounts referenced in (i) that the per square foot Tenant Work Allowance for the Option Space shall be obtained by multiplying the per square foot Tenant Work Allowance by a fraction), the numerator of which is the number of months remaining in the initial term of this Lease at the time that Base Rent will commence on the Option Space and the denominator of which is the total number of months in the initial term; (ii) any unused tenant allowance applicable to the Option Space shall not be available for use by Tenant as a rent credit, and shall be automatically forfeited as to any amount of such allowance not properly requested by Tenant, in accordance with the terms and conditions set forth in Exhibit C of this Lease; and (iii) except being hereafter collectively referred to as the “ROFO Purchase Price”). Upon receipt of a copy of the ROFO Election, the Company shall notify the ROFO Approving Member making the election of the ROFO Purchase Price after which the ROFO Approving Member making the timely election shall tender payment of the ROFO Purchase Price in exchange for the assignment of the rights necessary to purchase the portion of ROFO Property offered pursuant to the ROFO Notice under the ROFO Agreement, which assignment shall be made without representation or warranty by the Company (other than having made no prior assignment of such rights). Each of CNL and Woodfield acknowledge that the rent commencement for right to exercise the Offered Space shall rights under the ROFO Agreement is subject to certain conditions and that the rights under the ROFO may not be the date which is the first day following the eighth month anniversary of the date Landlord and Tenant execute and deliver a mutually acceptable amendment available to the Lease incorporating therein the lease of the Option Space. Promptly after Tenant exercises this option (but in no event later than thirty (30) days after the Option Notice), the parties shall enter into a supplemental agreement to this Lease incorporating the Option Space as part of the PremisesCompany or either Member.