Common use of Tenant’s Right of First Offer Clause in Contracts

Tenant’s Right of First Offer. (a) As used herein: "Available" means, as to any space, that such space is vacant and free of any present or future possessory right now or hereafter existing in favor of any third party; provided, that (i) until the end of the Offer Period, Landlord shall not grant to any third party a right of renewal with respect to any Offer Space (other than (A) any rights of renewal in favor of Warner Communications Inc. or any Affiliate of Warner Communications Inc. or (B) any rights of renewal granted in connection with a new leasing of any Offer Space to another tenant), or any right of offer, right of first refusal or expansion right with respect to any Offer Space which is prior in right to Tenant's right of first offer set forth in this Section 1.06 (other than any expansion obligation on the part of Warner Communications Inc., or any Affiliate of Warner Communications Inc.; provided, that such expansion obligation either exists on the date of this Lease or is set forth in a written agreement between Landlord and such party entered into on or before the 1st anniversary of the date of this Lease), (ii) any Offer Space which is subleased to Landlord by another tenant by virtue of a provision in such tenant's lease similar to Landlord's right of first offer set forth in Section 5.02 shall be deemed to be Available for the term of such sublease, (iii) any space which is vacant on the date of this Lease shall not be deemed Available unless and until such space is first leased to another tenant and then again becomes Available and (iv) following the vacating of the 23rd floor of the Building by the tenants occupying such floor on the date of this Lease, Landlord shall have the right to lease such floor to any third party that also leases from Landlord at least the 24th and 25th floors of the Building, and the 23rd floor of the Building shall not be deemed to be Available unless and until the same becomes Available after the leasing thereof to any such third party. If any third party has a right to renew or extend a lease of any Offer Space, whether granted before or after the date of this Lease, nothing contained herein shall be construed to prohibit Landlord (without first offering such space to Tenant hereunder) from renewing or extending such party's lease on terms other than as set forth in such party's lease, so long as such renewal or extension is for a period of time not longer than that contemplated in such party's lease. Landlord shall promptly notify Tenant of any expansion agreement between Landlord and Warner Communications Inc. or any Affiliate of Warner Communications Inc. which contains an expansion obligation on such party's part with respect to any Offer Space and which is entered into on or before the 1st anniversary of the date of this Lease, which notice shall specify the Offer Space affected by such expansion obligation and the commencement date and expiration date of such party's leasing of such space. "Offer Period" means the period commencing on the Block A Relevant Date to and including the date that is 18 months prior to the last day of the initial Term of this Lease; provided, that if Tenant shall exercise the Renewal Option, then upon the giving of the Renewal Notice the Offer Period shall be extended until (and including) the date that is 3 years prior to the Expiration Date. "Offer Space" means any space on the 7th, 8th, 9th, 10th and 23rd floors of the Building. Landlord and Tenant confirm that each floor constituting Offer Space is conclusively deemed to contain the number of rentable square feet specified therefor on Exhibit H annexed hereto.

Tenant’s Right of First Offer. (a) As used herein: "Available" means, as to any space, that such space is vacant and free of any present or future possessory right now or hereafter existing in favor of any third party; provided, that If (i) until there is then no Material Event of Default, (ii) this Lease is otherwise in full force and effect, (iii) Tenant named herein (or an Affiliate of that Tenant) is the end of tenant under this Lease and is occupying not less than 300,000 rentable square feet in the Offer PeriodBuilding (not recaptured by Owner pursuant to this Lease and disregarding any Major Sublease referred to in Section 30.4), Landlord shall (iv) Tenant’s right under this Article has not grant been terminated pursuant to any third party a right of renewal with respect to any Offer Space (other than (A) any rights of renewal in favor of Warner Communications Inc. or any Affiliate of Warner Communications Inc. or (B) any rights of renewal granted in connection with a new leasing of any Offer Space to another tenant), or any right of offer, right of first refusal or expansion right with respect to any Offer Space which is prior in right to Tenant's right of first offer express provision set forth in this Section 1.06 Lease, and (other than any expansion obligation v) on the part estimated date of Warner Communications Inc.substantial completion of construction under this Section (as reasonably determined by Owner’s construction manager or general contractor), the remaining Term shall be 10 years or more (including the extended term if Tenant has then duly exercised, or any Affiliate simultaneously with Tenant’s exercise of Warner Communications Inc.; providedTenant’s right under this Section duly exercises, that such expansion obligation either exists on Tenant’s right to extend the date of this Lease or is set forth Term as provided in a written agreement between Landlord and such party entered into on or before the 1st anniversary of the date of this Lease), (ii) if at any Offer Space which is subleased time during the Term Owner desires to Landlord by another tenant by virtue lease all or any part of a provision in such tenant's lease similar to Landlord's right of first offer set forth in Section 5.02 shall be deemed any office space erected or to be Available for erected by Owner on any property owned or controlled by Owner within the term of such subleaseSquare Block (collectively, (iiithe “Leased Property”) any space which is vacant on the date of this Lease to an unrelated third party, Owner shall not be deemed Available unless and until such space is first leased to another tenant and then again becomes Available and (iv) following the vacating of the 23rd floor of the Building by the tenants occupying such floor on the date of this Lease, Landlord shall have the right to lease such floor to any third party that also leases from Landlord at least the 24th and 25th floors of the Building, and the 23rd floor of the Building shall not be deemed to be Available unless and until the same becomes Available after the leasing give notice thereof to any such third party. If any third party has a right to renew or extend a lease of any Offer Space, whether granted before or after the date of this Lease, nothing contained herein shall be construed to prohibit Landlord (without first offering such space to Tenant hereunder) from renewing or extending such party's lease on terms other than as set forth in such party's lease, so long as such renewal or extension is for a period of time not longer than that contemplated in such party's lease. Landlord shall promptly notify Tenant of any expansion agreement between Landlord and Warner Communications Inc. or any Affiliate of Warner Communications Inc. which contains an expansion obligation on such party's part with respect to any Offer Space and which is entered into on or before the 1st anniversary of the date of this LeaseTenant, which notice shall specify include an offer by Owner to Tenant for Tenant to lease the Offer Space affected by such expansion obligation Leased Property at the rent and the commencement date other terms set forth in Owner’s notice, and expiration date of such party's leasing of such space. "Offer Period" means the period commencing otherwise on the Block A Relevant Date terms of this Lease (including, without limitation, the Fixed Expiration Date). Tenant shall have the right, to and including be exercised by Tenant’s notice to Owner within 60 days following receipt of Owner’s notice (time being of the date that is 18 months prior essence), to lease the Leased Property. Tenant’s right under this Article shall not apply to the last day use, leasing or development of the initial Term any portion of this Lease; providedsaid property for any purpose other than offices, that and if Owner shall desire to do so Tenant shall exercise the Renewal Optionnot have any right with respect thereto pursuant to this Article, then upon the giving and Tenant’s rights under Article 32 shall not apply to that portion of the Renewal Notice the Offer Period shall be extended until (and including) the date that is 3 years prior to the Expiration Date. "Offer Space" means any space on the 7th, 8th, 9th, 10th and 23rd floors of the Building. Landlord and Tenant confirm that each floor constituting Offer Space is conclusively deemed to contain the number of rentable square feet specified therefor on Exhibit H annexed heretosaid property.

Tenant’s Right of First Offer. (aA) As used herein: "Available" meansIf, as at any time Landlord shall desire to lease the entire balance of the forty-sixth (46th) floor of the Building (the “Expansion Space”) to a third party other than the existing tenant in any such space, that such space is vacant and free of or any present or future possessory right now or hereafter other party having any pre-existing in favor of any third party; provided, that (i) until rights to the end of the Offer PeriodExpansion Space, Landlord shall not grant first give Tenant notice (“Landlord’s Notice”) of the availability of the Expansion Space and the length of the Term. Tenant shall have the one-time right, exercisable by notice to any third party a right of renewal with respect to any Offer Space (other than (A) any rights of renewal in favor of Warner Communications Inc. or any Affiliate of Warner Communications Inc. or (B) any rights of renewal granted in connection with a new leasing of any Offer Space to another tenant), or any right of offer, right of first refusal or expansion right with respect to any Offer Space which is prior in right to Tenant's right of first offer set forth in this Section 1.06 (other than any expansion obligation on the part of Warner Communications Inc., or any Affiliate of Warner Communications Inc.; provided, that such expansion obligation either exists on Landlord within 20 days after the date of Landlord’s Notice, the time of giving of such notice to be of the essence of this agreement, to notify Landlord that Tenant agrees to lease the Expansion Space for the Term specified in Landlord’s Notice, provided that, at the time of Tenant’s exercise, this Lease or is set forth shall be in a written agreement between Landlord full force and such party entered into on or before effect and Tenant shall not then be in monetary default hereunder. The Base Rent payable in respect of the 1st anniversary Expansion Space shall be determined pursuant to subsection 4.15(B) below. In the event that Tenant fails to deliver notice of exercise its right to lease the Expansion Space within 20 days after the date of this Lease)Landlord’s Notice, (ii) any Offer Space which is subleased to Landlord by another tenant by virtue of a provision in such tenant's lease similar to Landlord's right of first offer set forth in Section 5.02 Tenant shall be deemed to be Available for have waived its rights under this Section 4.15 with respect to the term of such sublease, (iii) any space which is vacant on the date of this Lease shall not be deemed Available unless and until such space is first leased to another tenant and then again becomes Available and (iv) following the vacating of the 23rd floor of the Building by the tenants occupying such floor on the date of this LeaseExpansion Space, Landlord shall have the absolute right to lease such floor the Expansion Space to any third party that also leases from Landlord at least the 24th other person or entity and 25th floors of the Building, and the 23rd floor of the Building Tenant shall not be deemed to be Available unless and until the same becomes Available after the leasing thereof to any such third party. If any third party has a right to renew or extend a lease of any Offer Space, whether granted before or after the date of this Lease, nothing contained herein shall be construed to prohibit Landlord (without first offering such space to Tenant hereunder) from renewing or extending such party's lease on terms other than as set forth in such party's lease, so long as such renewal or extension is for a period of time not longer than that contemplated in such party's lease. Landlord shall promptly notify Tenant of any expansion agreement between Landlord and Warner Communications Inc. or any Affiliate of Warner Communications Inc. which contains an expansion obligation on such party's part have no further rights with respect to any Offer Space and the Expansion Space. Notwithstanding anything to the contrary contained in this subsection (A), if the existing tenant which is entered into on or before occupies the 1st anniversary balance of the date 46th Floor executes an early termination agreement with Landlord to surrender a portion of this Leaseits 46th floor premises, which notice shall specify Landlord agrees to provide a right of first offer as to the Offer Space affected 46th floor space surrendered to Landlord, and a subsequent right of first offer as to the remaining 46th floor space occupied by such expansion obligation tenant, as and the commencement date and expiration date of when such party's leasing of such space. "Offer Period" means the period commencing on the Block A Relevant Date to and including the date that is 18 months prior space becomes available, but in either instance, subject to the last day of the initial Term of this Lease; provided, that if Tenant shall exercise the Renewal Option, then upon the giving of the Renewal Notice the Offer Period shall be extended until (applicable terms and including) the date that is 3 years prior to the Expiration Date. "Offer Space" means any space on the 7th, 8th, 9th, 10th and 23rd floors of the Building. Landlord and Tenant confirm that each floor constituting Offer Space is conclusively deemed to contain the number of rentable square feet specified therefor on Exhibit H annexed heretoprovisions hereof.

Tenant’s Right of First Offer. (aA) The portion of the Building shown on Exhibit B as the "First Offer Space" contains 20,111 square feet of rentable floor area (the "Rentable Floor Area of the First Offer Space"). This Section 2.4 shall apply to the First Offer Space and to the remaining space in the Building only under the limited circumstance that a "Third Party Offer" (hereinafter defined) is received or obtained covering all or a portion of the remaining space in the Building and all or a portion of the First Offer Space. As used herein: of the Date of this Lease, the First Offer Space is not leased to Tenant or any other tenants. Subject to the provisions of this Section 2.4, Landlord agrees that if at any time Landlord shall receive or obtain a bona fide offer from a third party offeror (a "Available" meansThird Party Offeror") which Landlord wishes, in good faith, to accept or otherwise desires to enter into a lease (a "Third Party Offer") to lease all or any portion of the First Offer Space or any larger portion of the Building which includes all or any portion of the First Offer Space then Landlord shall first give notice thereof to Tenant, provided that, as to any spaceof the date Landlord receives such Third Party Offer, that such space is vacant and free of any present or future possessory right now or hereafter existing in favor of any third party; provided, that (i) until the end there exists no "Event of the Offer Period, Landlord shall not grant to any third party a right of renewal with respect to any Offer Space Default" (other than (A) any rights of renewal as defined in favor of Warner Communications Inc. or any Affiliate of Warner Communications Inc. or (B) any rights of renewal granted in connection with a new leasing of any Offer Space to another tenant), or any right of offer, right of first refusal or expansion right with respect to any Offer Space which is prior in right to Tenant's right of first offer set forth in this Section 1.06 (other than any expansion obligation on the part of Warner Communications Inc., or any Affiliate of Warner Communications Inc.; provided, that such expansion obligation either exists on the date of this Lease or is set forth in a written agreement between Landlord and such party entered into on or before the 1st anniversary of the date of this Lease15.1), (ii) any Offer Space which this Lease is subleased to Landlord by another tenant by virtue of a provision still in such tenant's lease similar to Landlord's right of first offer set forth in Section 5.02 shall be deemed to be Available for the term of such sublease, full force and effect and (iii) any except for an assignment or subletting permitted under Section 12.2 hereof, Tenant has neither assigned this Lease nor sublet more than twenty-five percent (25%) of the Rentable Floor Area of the Premises in the aggregate at that time under lease, leases or lease amendments between Landlord and Tenant. Said notice (herein called "Landlord's Submitted Offer") shall consist of a copy of the Third Party Offer and two counterpart originals of a commitment to enter into an amendment to this Lease to incorporate all of the space which is vacant on the date subject of the Third Party Offer into the Premises demised under this Lease shall not be deemed Available unless upon the terms and until such space is first leased to another tenant and then again becomes Available and (iv) following the vacating conditions of the 23rd floor of the Building by the tenants occupying such floor on the date of this Lease, Landlord shall have the right to lease such floor to any third party that also leases from Landlord at least the 24th and 25th floors of the Building, and the 23rd floor of the Building shall not be deemed to be Available unless and until the same becomes Available after the leasing thereof to any such third party. If any third party has a right to renew or extend a lease of any Offer Space, whether granted before or after the date of this Lease, nothing contained herein shall be construed to prohibit Landlord (without first offering such space to Tenant hereunder) from renewing or extending such party's lease on terms other than as set forth in such party's lease, so long as such renewal or extension is for a period of time not longer than that contemplated in such party's lease. Landlord shall promptly notify Tenant of any expansion agreement between Landlord and Warner Communications Inc. or any Affiliate of Warner Communications Inc. which contains an expansion obligation on such party's part with respect to any Offer Space and which is entered into on or before the 1st anniversary of the date of this Lease, which notice shall specify the Offer Space affected by such expansion obligation and the commencement date and expiration date of such party's leasing of such space. "Offer Period" means the period commencing on the Block A Relevant Date to and including the date that is 18 months prior to the last day of the initial Term of this Lease; provided, that if Tenant shall exercise the Renewal Option, then upon the giving of the Renewal Notice the Offer Period shall be extended until (and including) the date that is 3 years prior to the Expiration Date. "Offer Space" means any space on the 7th, 8th, 9th, 10th and 23rd floors of the Building. Landlord and Tenant confirm that each floor constituting Offer Space is conclusively deemed to contain the number of rentable square feet specified therefor on Exhibit H annexed heretoThird Party Offer.