Common use of Right of Second Offer Clause in Contracts

Right of Second Offer. Subject to the rights of any existing tenants of the Building, if 10,000 square feet or more of contiguous space on the first floor of the Building (the “Additional Space”) shall become available at any time during the Initial Term, Landlord shall, prior to offering to lease the Additional Space to any person or entity other than existing tenants of the Building that have a superior right of first offer, offer in writing (the “Lease Offering Notice”), to lease the Additional Space to Tenant for a rental hereafter described and upon such terms which, in Landlord’s good faith judgment, Landlord will attempt to lease the Additional Space to others; such rental being equal to the greater of (i) the Fair Market Rental therefor (as provided in Paragraph 24 above) or (ii) the escalated Rent for the Premises as determined in Paragraph 2 hereof. Tenant shall then have a period of ten (10) business days (the “Lease Election Period”) within which to elect to lease the Additional Space covered by the Lease Offer Notice on the terms set forth in the Offer Notice and to enter into a lease incorporating such terms with Landlord (the “Other Lease”), with time being of the essence. Landlord’s obligation to offer the Additional Space to Tenant shall be strictly conditioned and Tenant shall have no rights whatsoever with respect thereof or otherwise under this Paragraph 32 unless, no event of default exists under this Lease at the time of Tenant’s receipt of the Lease Offering Notice and Tenant’s election to lease the Other Premises. If Tenant does not make the aforesaid election or does not execute and deliver the Other Lease within the Lease Election Period, Landlord shall have the right to lease the Other Premises covered by the Lease Offer Notice to any other person or entity, on substantially the same monetary terms offered to Tenant or on any other terms less favorable than those offered to Tenant and Landlord shall have no further obligation under this Lease to notify Tenant should any other space on the first floor become available during the Term.

Right of Second Offer. Subject Promptly after Landlord shall become aware --------------------- of the availability or impending availability for lease of that certain space, comprising approximately 13,745 gross rentable square feet, designated as Suite 1000 in that certain building in the Park known as 000 Xxxxxx Xxxx Xxxxx (the "Offer Space"), Landlord shall notify Tenant thereof. The notice given by Landlord to Tenant with respect to the rights availability of any existing tenants such Offer Space shall describe the Offer Space and the date as of the Building, if 10,000 square feet or more of contiguous space on the first floor of the Building (the “Additional Space”) which such Offer Space shall become be available at any time during the Initial Term, Landlord shall, prior for lease. If Tenant shall elect to offering exercise its option pursuant to this Section 27.22 to lease the Additional Offer Space, then and in such event, the Offer Space to any person or entity other than existing tenants of the Building that have a superior right of first offer, offer in writing (the “Lease Offering Notice”), to lease the Additional Space shall be leased by Landlord to Tenant for a rental hereafter described pursuant to all the terms and upon such terms which, in Landlord’s good faith judgment, Landlord will attempt to lease the Additional Space to others; such rental being equal conditions of this Lease pertaining to the greater of Premises, except that: (i) the Fair Market Rental therefor (as provided in Paragraph 24 above) or (ii) the escalated Rent for the Premises as determined in Paragraph 2 hereof. Tenant shall then have a period of ten (10) business days (the “Lease Election Period”) within which to elect to lease the Additional Space covered by the Lease Offer Notice on the terms set forth in the Offer Notice and to enter into a lease incorporating such terms with Landlord (the “Other Lease”), with time being of the essence. Landlord’s obligation to offer the Additional Space to Tenant shall be strictly conditioned and Tenant shall have no rights whatsoever with respect thereof or otherwise under this Paragraph 32 unless, no event of default exists under this Lease at the time of Tenant’s receipt of the Lease Offering Notice and Tenant’s election to lease the Other Premises. If Tenant does not make the aforesaid election or does not execute and deliver the Other Lease within the Lease Election Period, Landlord shall have the right to lease the Other Premises covered by the Lease Offer Notice to any other person or entity, on substantially the same monetary terms offered to Tenant or on any other terms less favorable than those offered to Tenant and Landlord shall have no further obligation under whatsoever to make any alterations or improvements to the Offer Space for the benefit of Tenant; (ii) no rental concessions or any "free rent" period shall be applicable with respect to the leasing of the Offer Space by Landlord to Tenant; (iii) the Base Rent that shall be payable by Tenant to Landlord for and with respect to the Offer Space shall at all times be equal, on a per gross rentable square foot per annum basis, to the Base Rent then required to be paid by Tenant to Landlord for and with respect to the original Premises demised pursuant to this Lease; (iv) all of the payments which Tenant shall be required to make pursuant to this Lease with respect to PCAM, Real Estate Taxes and BOE shall be adjusted, proportionately, to reflect the increase in the aggregate amount of space in the Park demised by Landlord to Tenant as a result of the leasing by Tenant from Landlord of the Offer Space; and (v) the term pursuant to which the Offer Space shall be leased by Tenant from Landlord shall commence on the date set forth for such commencement in the notice given by Landlord to Tenant and shall end on the Expiration Date. Tenant shall have five (5) business days from the date of such notice from Landlord to notify Landlord that Tenant should any other space intends to enter into an amendment to this Lease with Landlord so as to include the Offer Space on the first floor become available during the Termsuch terms and conditions.

Right of Second Offer. Subject to the rights of any existing tenants of the BuildingProvided that Tenant is not then in default --------------------- hereunder (beyond applicable notice and cure periods), if 10,000 square feet and provided that Landlord has not issued two (2) or more notices of contiguous default for nonpayment of Rent during the twelve (12) calendar month period preceding the date of Landlord's notice described below, Tenant shall have, during the initial Term, the right of second offer to lease the space located on the first second (2nd) floor of the Building ("Option Space"). Landlord represents and covenants that, except for the “Additional rights of Xxxxxx of Seattle, Inc. pursuant to a Lease Agreement dated prior to the date of this Lease, Tenant's right to lease the Option Space is not and shall not be limited, in conflict with, or otherwise affected by, any options on the Option Space entered into prior to or after the date of mutual execution of this Lease, unless Tenant has not exercised its right as described in this Section. The Option Space”) shall become available , encompassing approximately 8,506 square feet of rentable floor area, is cross-hatched on Appendix A. If at any time during the Initial initial Term, ---------- Landlord shall, prior to offering shall receive a bona fide offer from any third-person to lease the Additional Space Option Space, which offer Landlord shall desire to accept, or all or any person or entity other than existing tenants part of the Building that have a superior right Option Space becomes available for lease, then Landlord shall promptly notify Tenant of first the existence of such offer (but Landlord shall not be obligated to disclose the economic or other terms of the third party offer, offer in writing (the “Lease Offering Notice”), to lease the Additional Space to Tenant for a rental hereafter described and upon such terms which, in Landlord’s good faith judgment, Landlord will attempt to lease the Additional Space to others; such rental being equal to the greater of (i) the Fair Market Rental therefor (as provided in Paragraph 24 above) or (ii) the escalated Rent for availability of such portion of the Premises as determined in Paragraph 2 hereofOption Space. Tenant shall then have a period of may, within ten (10) business days (the “Lease Election Period”) within which thereafter, propose to elect to lease the Additional Space covered by the Lease Offer Notice on Landlord the terms set forth and conditions under which Tenant desires to Lease the Option Space (or such portion thereof that is identified in the Offer Notice and to enter into a lease incorporating such terms with Landlord (the “Other Lease”Landlord's notice), with time being which offer Landlord may accept, counter, or reject in its sole discretion. Failure of the essence. Landlord’s obligation Tenant to offer the Additional Space to Tenant shall be strictly conditioned and Tenant shall have no rights whatsoever with respect thereof or otherwise under this Paragraph 32 unless, no event of default exists under this Lease at the time of Tenant’s receipt of the Lease Offering Notice and Tenant’s election to lease the Other Premises. If Tenant does not make the aforesaid election or does not execute and deliver the Other Lease exercise its option within the Lease Election Period, prescribed time shall waive Tenant's right as to the space described in Landlord's notice Landlord shall have the right to lease the Other Premises covered by Option Space to the Lease Offer Notice third-party making that offer or to any other person third party or entity, on substantially not at all. Tenant's right of second offer during the same monetary terms offered initial Term shall continue as to Tenant or on the Option Space and the procedure described in this paragraph shall be followed if there is a failure to enter into a lease with any other terms less favorable than those offered third party within one hundred twenty (120) days following the date of Landlord's notice, or if the subject Option Space again becomes available at the termination of a lease. This option is personal to Tenant and Landlord may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant or an assignee under an assignment permitted under Section 17(d) of this Lease. The option herein granted to Tenant is not assignable separate and apart from this Lease. Tenant's right of second offer to lease the Option Space shall have expire and be of no further obligation under this Lease to notify Tenant should any other space on force or effect upon the first floor become available during termination of the Initial Term.

Right of Second Offer. Subject to and conditioned upon --------------------- Landlord's acquisition of the rights Torre Building, and further subject to the prior right of Landlord to offer for lease any space consisting of all or any portion of any existing tenants floor (but not more than one floor) within the Torre Building to Advantis, which prior right shall terminate upon the earlier of (i) the date of execution by Advantis and Landlord of any lease respecting any such space within the Torre Building and (ii) the two hundred tenth (210th) calendar day following the Effective Date, then from and after October 1, 1999, and ending on the date upon which the final portion of the initially-vacant space within the Torre Building is first leased (such period, the "Offer Period"), Tenant shall have a right of second offer to lease that portion of such initially-vacant space in the Torre Building which is identified by Landlord in an Offer Space Availability Notice (as hereinafter defined) (any such space, an "Offer Space"); provided, however, that if Tenant in fact leases at least one (1) floor of space within the Torre Building, if 10,000 square feet or more then such lease shall provide that Tenant shall have a continuing right of contiguous space on first offer to lease the first floor balance of the Torre Building (as space therein becomes available for lease by Landlord. Tenant's rights under this Section 2.8 shall apply to any and all Offer Spaces which Landlord has available for lease during the “Additional Space”) Offer Period or, to the extent provided for in the preceding sentence, during the Term of this Lease, and shall become available at include any space initially occupied by Advantis and subsequently vacated. From time to time during the Initial TermOffer Period, Landlord shallshall deliver to Tenant written notice (each, prior an "Offer Space Availability Notice") stating the location, configuration and rentable area of any Offer Space, the proposed shell condition of such Offer Space including any proposed upgrades thereto and to offering the Torre Building by Landlord, and the terms and conditions upon which Landlord proposes to lease such Offer Space. Tenant shall have ten (10) Business Days after delivery of any Offer Space Availability Notice to deliver to Landlord either written notice (each, an "Offer Space Exercise Notice") exercising Tenant's option with respect to such Offer Space or written notice of a counteroffer by Tenant for the lease of the Offer Space (the "Counteroffer Notice"). If Tenant gives Landlord a Counteroffer Notice, Landlord shall then give Tenant written notice either (I) accepting such counteroffer or (II) rejecting such counteroffer. Failure by Tenant to deliver its Offer Space Exercise Notice or Counteroffer Notice within such ten-(10-) Business Day period shall be deemed failure of Tenant to exercise the option herein granted with respect to such specific unit of Offer Space (but does not terminate Tenant's rights pursuant to this Section 2.8 for other space within the Torre Building which has not been previously offered to Tenant or Tenant's right (as expressly provided above) to lease the Additional Offer Space referenced in the Offer Space Availability Notice to the extent it becomes available for lease during the Term of this Lease). If Tenant does not timely deliver to Landlord an Offer Space Exercise Notice or if Landlord rejects Tenant's Counteroffer Notice, then Landlord shall thereafter be free to lease such entire Offer Space, but not only a portion thereof, to another tenant on terms and conditions which are not materially less favorable to Landlord than those set forth in the applicable Offer Space Availability Notice or Counteroffer Notice (if applicable) and Tenant shall promptly execute a statement confirming such termination of Tenant's rights hereunder. Notwithstanding the foregoing, if Landlord does not execute a lease for such Offer Space within twelve (12) months following the date of such Offer Notice, then upon such anniversary date Tenant's rights under this Section 2.8 shall be reinstated with respect to such Offer Space. Landlord shall not lease such Offer Space to any other person or entity other than existing tenants on basic economic terms that are materially less favorable to Landlord (in aggregate), or lease only a portion thereof, without first giving Tenant at least five (5) Business Days' prior written notice of such proposed lease and the opportunity (during such five-(5-) Business Day period by delivery of written notice to Landlord) to agree to lease such Offer Space, or the applicable portion thereof, on the same terms and conditions as those of such proposed lease. If Tenant exercises its right with respect to any Offer Space, or the applicable portion thereof, Landlord and Tenant shall then promptly enter into a new lease ("Offer Space Lease") for the Offer Space, or the applicable portion thereof, substantially on the terms and conditions of this Lease (taking into consideration such changes as may be necessary to reflect the multi-tenant character of the Torre Building that have a superior right of first offer, offer in writing (the “Lease Offering Notice”if applicable) or other physical or functional differences), including, without limitation, the posting of a cash security deposit or, in lieu thereof, the delivery of a Letter of Credit, in an amount equal to lease the Additional sum of (x) fifty percent (50%) of any tenant improvement allowance and/or tenant improvement loan provided by Landlord pursuant to such Offer Space Lease and (y) an amount equal to the aggregate fixed rental obligation of Tenant under such Offer Space Lease during the first six (6) full months of the term thereof (excluding any free rent period or the effect of any rent credit), and the construction of any tenant improvements to be constructed in any such Offer Space pursuant to the procedures set forth in the Workletter Agreement; provided, however, that (A) the amount of any tenant improvement allowance respecting any such Offer Space will be consistent with the Offer Space Availability Notice or such notice of proposed lease, as applicable, and be contributed by Landlord in the same proportion that Tenant's funds are released to pay the Total Construction Costs (as defined in the Workletter Agreement) and (B) the term of any such Offer Space shall be for a rental hereafter described and upon such terms which, in Landlord’s good faith judgment, Landlord will attempt to lease the Additional Space to others; such rental being period equal to the greater of the period specified in the Offer Space Availability Notice or the period coterminous with the initial Term, and as such terms and conditions of this Lease are modified by the Offer Space Availability Notice or such notice of proposed lease, as applicable. In addition, if the term of the Offer Space Lease is coterminous with the Term of this Lease, the Offer Space Lease shall contain one (i1) five (5) year renewal option at one hundred percent of fair market rental substantially in the Fair Market Rental therefor (as provided in Paragraph 24 above) form of Article 34 of this Lease. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing on the date of Tenant's delivery of the Offer Space Exercise Notice or (ii) occurs following such delivery and prior to the escalated Rent for full execution of the Premises as determined in Paragraph 2 hereof. related Offer Space Lease, then, at Landlord's election exercised, if at all, by Landlord's written notice to Tenant shall then have a period of within ten (10) business days Business Days following the later of (A) the “Lease Election Period”occurrence of such Event of Default and (B) within which to elect to lease the Additional Landlord's receipt of such Offer Space covered by the Lease Offer Notice on the terms set forth in the Offer Notice and to enter into a lease incorporating such terms with Landlord (the “Other Lease”)Exercise Notice, with time being of the essence. Landlord’s obligation to offer the Additional Space to Tenant shall be strictly conditioned and Tenant shall have no rights whatsoever with respect thereof or otherwise under this Paragraph 32 unless, no event of default exists under this Lease at the time of Tenant’s receipt of the Lease Offering Notice and Tenant’s election to lease the Other Premises. If Tenant does not make the aforesaid election or does not execute and deliver the Other Lease within the Lease Election Period, Landlord shall have the right to lease the Other Premises covered by the Lease such Offer Notice to any other person or entitySpace, on substantially the same monetary terms offered to Tenant or on any other terms less favorable than those offered to Tenant and Landlord shall have no further obligation rights under this Lease to notify Section 2.8 and Tenant should any other space on shall promptly execute a statement confirming such termination of Tenant's rights hereunder. For purposes of this Section 2.8 only, the first floor become available during the Term.phrase