Common use of Offer Right Clause in Contracts

Offer Right. Following the expiration of the Right of First Refusal and provided that no Event of Default on the part of Tenant exists, Tenant shall have the right of first offer (the “Offer Right”) to lease (i) any separately demised space on the tenth (10th) Floor, (ii) any separately demised space on the sixteenth (16th) Floor, and (iii) any separately demised space on the seventeenth (17th) Floor of the Building (each, a “Potential Offer Space” and, collectively, the “Potential Offer Spaces”) at such time as such Potential Offer Space becomes Available (defined below). Such Potential Offer Space shall be deemed “Available” at any time after Landlord has determined that the existing tenant, if any, in a Potential Offer Space will not extend or renew the term of its lease with respect thereto and Landlord intends to offer such Potential Offer Space to the public. Tenant’s Offer Right shall be exercised as follows: anytime following the first twelve (12) full calendar months following the First Must-Take Effective Date, but in no event more than one time in any twelve (12) month period, Tenant may request in writing (an “Availability Notice”) that Landlord notify Tenant of whether any Potential Offer Space is then Available or whether any Potential Offer Space will become Available in the following twelve (12) month period. Within fifteen (15) days following its receipt of Tenant’s Availability Notice, Landlord shall in good faith inform Tenant in writing which Potential Offer Space(s) are then Available, if any, and/or whether Landlord anticipates a Potential Offer Space to become Available in the following twelve (12) month period. Provided that Landlord has received an Availability Request from Tenant, and subject to the terms set forth below, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease (or will be prepared to lease in the case of a Potential Offer Space Landlord anticipates to become Available in the following twelve (12) month period) such Potential Offer Space (the “Offer

Offer Right. Following Subtenant acknowledges the expiration existence of a sublease agreement between Sublandlord and a third party, Interwoven, Inc. ("Interwoven Sublease"), under which Interwoven already holds a subleasehold interest in the third and fourth floors of Building Four ("Interwoven B4 Space"), for a term of forty-eight (48) months beginning on August 1, 2003, with an option to extend the term for an additional sixty-four (64) months and twenty-four (24) days. In addition to the Right of First Refusal and provided that no Event Refusal, Subtenant shall have a one-time right ("Offer Right") to expand the Premises to include all or any portion of Default the Interwoven B4 Space, on the part of Tenant exists, Tenant shall have following terms and conditions. In the right of first offer event Interwoven's subleasehold interest with respect to all or any portion (the “Offer Right”"Terminated Portion") to lease (i) any separately demised space on the tenth (10th) Floor, (ii) any separately demised space on the sixteenth (16th) Floor, and (iii) any separately demised space on the seventeenth (17th) Floor of the Building (each, a “Potential Offer Space” and, collectively, the “Potential Offer Spaces”) at such time as such Potential Offer Interwoven B4 Space becomes Available (defined below). Such Potential Offer Space shall be deemed “Available” terminates at any time after Landlord has determined that the existing tenant, if any, in a Potential Offer Space will not extend or renew the term of its lease with respect thereto and Landlord intends to offer such Potential Offer Space to the public. Tenant’s Offer Right shall be exercised as follows: anytime following within the first twelve (12) full calendar months following the First Must-Take Effective DateSublease Commencement Date (as defined herein), but and provided that upon such termination becoming effective Sublandlord has not received an offer from a third party to sublease all or a portion of the Interwoven B4 Space which Sublandlord desires to accept, then Sublandlord shall provide a written offer ("Offer Notice") to Subtenant to sublease the Terminated Portion of the Interwoven B4 Space on the same terms and conditions as this Sublease, except for the following: (a) Base Rent shall be payable at the same rate per rentable square foot as is payable as Base Rent by Sublandlord under the Master Lease during the same time period; (b) The rentable area of the Premises shall be increased by the rentable area of the Terminated Portion of the Interwoven B4 Space; (c) Subtenant's Project Share, Subtenant's allotment of parking spaces, and the amount of the Security Deposit shall be increased proportionately to reflect the rentable area of the Terminated Portion of the Interwoven B4 Space; and (d) Subtenant shall take the Terminated Portion of the Interwoven B4 Space on an "as is" basis Subtenant shall have five (5) business days after receipt of the Offer Notice in no event more than one time in any twelve (12) month period, Tenant may request which to exercise the Offer Right by written notice to Sublandlord. If Subtenant rejects or fails to accept the offer in writing within that time, then (an “Availability Notice”i) that Landlord notify Tenant the Offer Right shall terminate and become null and void and (ii) Sublandlord shall be free to occupy for its own use, or to sublease to any third party, all or any portion of whether any Potential Offer Space is then Available or whether any Potential Offer Space will become Available in the following twelve (12) month period. Within fifteen (15) days following its receipt of Tenant’s Availability NoticeInterwoven B4 Space, Landlord shall in good faith inform Tenant in writing which Potential Offer Space(s) are then Available, if any, and/or whether Landlord anticipates a Potential Offer Space to become Available in the following twelve (12) month period. Provided that Landlord has received an Availability Request from Tenant, and subject to the terms Right of First Refusal set forth below, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease (or will be prepared to lease in the case of a Potential Offer Space Landlord anticipates to become Available in the following twelve (12) month period) such Potential Offer Space (the “Offer45