Common use of First Offer Clause in Contracts

First Offer. 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 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 to occupy (such space being hereinafter referred to as the "Fifth Floor Space"). Sublandlord shall notify Subtenant specifying the rentable square footage of the Fifth Floor Space it is making available. Thereupon, Subtenant shall have one option, exercisable within, but in no event later than, fifteen (15) days after the giving of such notice by Sublandlord to Subtenant, to elect by notice given to Sublandlord within said fifteen (15) day period to lease the entire space encompassed by the offer for a term equal to the balance of the term of the 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 hereunder upon all of the same terms and conditions as are contained in this Sublease except that: (i) the Fixed Rent Payable by Subtenant under the Sublease shall be increased by the rental rate for the Fifth Floor Space (as determined above), (ii) Subtenant's Proportionate Share shall be increased to reflect the addition of the Fifth Floor Space to the Premises, and (iii) Subtenant shall accept the 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 option granted to Subtenant pursuant to the terms of this Article that time is of the essence with respect to Subtenant's exercise of its option within the period above provided.

First Offer. Provided 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 be in full force, no event of default has occurred and is continuing and provided Sublandlord does not desire refer to the space for its own use (i.e. for Sublandlordin the Premises immediately before the Delivery Date plus the Specific First Offer Space) and Sublessee's own use and occupancy for a substantial period and not for Share shall be adjusted by Sublessor to reflect the purpose of assigning the Prime Lease or subletting or licensing the Prime Lease premises), Sublandlord shall, prior to 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 to occupy (such space being hereinafter referred to as the "Fifth Floor Space"). Sublandlord shall notify Subtenant specifying the rentable increased square footage of the Fifth Floor 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 is making availablesubleases any Specific First Offer Space, Sublessee shall accept such space in its "as-is" condition. ThereuponSublessor shall not be required to construct any improvements in, Subtenant shall have one optionor contribute any tenant improvement allowance for, exercisable withinany Specific First Offer Space. If Sublessee timely and validly exercises the First Offer Right, but in no event later thanSublessor and Sublessee shall, within fifteen (15) days after Sublessor's delivery of the giving Specific First Offer Space to Sublessee, confirm in writing the addition of such notice by Sublandlord to Subtenant, to elect by notice given to Sublandlord within said fifteen (15) day period to lease the entire space encompassed by the offer for a term equal Specific First Offer Space to the balance of the term of the 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 Premises 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 hereunder upon all of the same 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 are contained in this Sublease except that: (i) the Fixed Rent Payable by Subtenant under the Sublease shall be increased by the rental rate for the Fifth Floor Space (as determined above), (ii) Subtenant's Proportionate Share shall be increased adjusted to reflect the addition of the Fifth Floor square footage of the Specific First Offer Space to the Premises, the rental commencement date for the Specific First Offer Space, and (iii) Subtenant shall accept the Fifth Floor Space in its then as-is condition and Sublandlord shall not any other terms that Sublessor may reasonably request 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 option granted to Subtenant pursuant to the terms of this Article that time is of the essence confirmed with respect to Subtenantthis Sublease and the addition of the Specific First Offer Space to the Premises. Notwithstanding any provision of this Sublease to the contrary, Sublessee's exercise 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 its option within the period above providedterm of this Sublease.

First Offer. Provided Tenant shall have a "Right of First Offer" if Landlord elects to market or sell the Premises to an unrelated third party. In such event, Landlord shall provide Tenant with a notice in writing of 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 this Sublease 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 "Sale Property") on the terms and conditions stated in Landlord's notice, the parties will negotiate in good faith for 30 days to reach agreement on a purchase and sale agreement. 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 in full force, no event of default has occurred free to sell the Sale Property to any third party on such terms and is continuing and provided Sublandlord conditions that Landlord finds acceptable. If Landlord does not desire transfer ownership of the space 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 of First Offer shall automatically terminate and be of no further force or effect for its own use (i.e. for Sublandlord's own use and occupancy for a substantial period and not for the purpose that or any subsequent sale of assigning the Prime any property demised by this Lease or subletting the Steam Plant Lease. All of Tenant's rights under this Section are personal to Tenant and may not be assigned, pledged or licensing transferred to any third party. Notwithstanding the Prime Lease premises)foregoing, Sublandlord shall, prior such rights may be assigned or transferred to 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 to occupy Tenant's Affiliate (such space being hereinafter referred to as the "Fifth Floor Space"Section 13.2). Sublandlord Tenant also agrees that its rights provided for in this Section shall notify Subtenant specifying not apply (a) so long as any Event of Default exists hereunder at the rentable square footage of the Fifth Floor Space it is making available. Thereupontime Landlord's notice was otherwise required to be given to Tenant, Subtenant shall have one option, exercisable within, but in no which event later than, fifteen (15) days after the giving Landlord may proceed to negotiate and consummate a sale free of such notice by Sublandlord right, (b) to Subtenantany lease, to elect by notice given to Sublandlord within said fifteen (15) day period to lease the entire space encompassed by the offer for a term equal to the balance of the term of the 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 mortgage or encumbrance of the Premises hereunder upon or other transfer of less than fee simple title thereto or any portion thereof, (c) to any transfer of any kind of any portion or all of the same terms and conditions as are contained membership interests in this Sublease except that: Landlord, or (d) to any conveyance of the Premises or any portion thereof to (i) the Fixed Rent Payable any entity that controls, is controlled by Subtenant or under the Sublease shall be increased by the rental rate for the Fifth Floor Space (as determined above)common control with Landlord or any of their respective affiliates, or (ii) Subtenant's Proportionate Share shall be increased to reflect the addition any entity in condemnation or in lieu of the Fifth Floor Space to the Premisescondemnation, and or (iii) Subtenant any judicial or nonjudicial foreclosure or deed in lieu of a judicial or nonjudicial foreclosure, and Tenant's right of first offer shall accept the 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 option granted to Subtenant pursuant to the terms of this Article that time is of the essence automatically terminate with respect to Subtenant's exercise the Premises or any portion thereof which are conveyed pursuant to part (ii) or (iii) of its option within the period above providedthis Section.

First Offer. Provided Tenant shall have a "Right of First Offer" if Landlord elects to market or sell the Premises to an unrelated third party. In such event, Landlord shall provide Tenant with a notice in writing of 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 this Sublease its affiliate also intends to sell the Earl Davie Building property also leased by Tenant, Tenant will be r▇▇▇▇▇▇▇ ▇▇ 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 "Sale Property") on the terms and conditions stated in Landlord's notice, the parties will negotiate in good faith for 30 days to reach agreement on a purchase and sale agreement. 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 in full force, no event of default has occurred free to sell the Sale Property to any third party on such terms and is continuing and provided Sublandlord conditions that Landlord finds acceptable. If Landlord does not desire transfer ownership of the space 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 of First Offer shall automatically terminate and be of no further force or effect for its own use (i.e. for Sublandlord's own use and occupancy for a substantial period and not for the purpose that or any subsequent sale of assigning the Prime any property demised by this Lease or subletting the Earl Davie Building Lease. All of Tenant's rights under this Section ▇▇▇ ▇▇▇▇▇nal to Tenant and may not be assigned, pledged or licensing transferred to any third party. Notwithstanding the Prime Lease premises)foregoing, Sublandlord shall, prior such rights may be assigned or transferred to 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 to occupy Tenant's Affiliate (such space being hereinafter referred to as the "Fifth Floor Space"Section 13.2). Sublandlord Tenant also agrees that its rights provided for in this Section shall notify Subtenant specifying not apply (a) so long as any Event of Default exists hereunder at the rentable square footage of the Fifth Floor Space it is making available. Thereupontime Landlord's notice was otherwise required to be given to Tenant, Subtenant shall have one option, exercisable within, but in no which event later than, fifteen (15) days after the giving Landlord may proceed to negotiate and consummate a sale free of such notice by Sublandlord right, (b) to Subtenantany lease, to elect by notice given to Sublandlord within said fifteen (15) day period to lease the entire space encompassed by the offer for a term equal to the balance of the term of the 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 mortgage or encumbrance of the Premises hereunder upon or other transfer of less than fee simple title thereto or any portion thereof, (c) to any transfer of any kind of any portion or all of the same terms and conditions as are contained membership interests in this Sublease except that: Landlord, or (d) to any conveyance of the Premises or any portion thereof to (i) the Fixed Rent Payable any entity that controls, is controlled by Subtenant or under the Sublease shall be increased by the rental rate for the Fifth Floor Space (as determined above)common control with Landlord or any of their respective affiliates, or (ii) Subtenant's Proportionate Share shall be increased to reflect the addition any entity in condemnation or in lieu of the Fifth Floor Space to the Premisescondemnation, and or (iii) Subtenant any judicial or nonjudicial foreclosure or deed in lieu of a judicial or nonjudicial foreclosure, and Tenant's right of first offer shall accept the 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 option granted to Subtenant pursuant to the terms of this Article that time is of the essence automatically terminate with respect to Subtenant's exercise the Premises or any portion thereof which are conveyed pursuant to part (ii) or (iii) of its option within the period above providedthis Section.