Common use of Procedure for Offer Clause in Contracts

Procedure for Offer. From and after January 11, 2012, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Right Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed economic terms and conditions applicable to Tenant’s lease of such space, including the proposed term (collectively, the “Economic Terms”), which Economic Terms shall be based upon Landlord’s good faith determination of the fair market value of such First Right Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve (12) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 2.2 of the Original Lease nor shall Landlord be obligated to deliver the First Offer Notice during the period following Landlord’s delivery of the Option Rent Notice to Tenant pursuant to Section 2.2 of the Original Lease unless Tenant has timely delivered the Option Notice to Landlord pursuant to Section 2.2 of the Original Lease.

Procedure for Offer. From and after January 11, 2012, Landlord shall notify Tenant (the “"First ------------------- Offer Notice”") from time to time when Landlord determines that Landlord shall commence the marketing of any First Right Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s 's proposed economic terms and conditions applicable to Tenant’s 's lease of such space, including the proposed term space (collectively, the “"Economic Terms”"), which Economic Terms shall be based upon Landlord’s good faith determination of the fair market value of such First Right Space. Notwithstanding the foregoing, Landlord’s 's obligation to deliver the First Offer Notice shall not apply during the last twelve nine (129) months of the initial Lease Current Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 2.2 of the Original Lease paragraph 12 above nor shall Landlord be obligated to deliver the First Offer Notice during the period following Landlord’s delivery last eight (8) months of the Option Rent Notice to Tenant pursuant to Section 2.2 of the Original Lease Current Term unless Tenant has timely delivered the Option Notice Tenant's Acceptance to Landlord pursuant to Section 2.2 of the Original Leaseparagraph 12 above.

Procedure for Offer. From and after January 11, 2012, Landlord shall notify Tenant (the “"First Offer Notice”") from time to time when Landlord determines that Landlord shall commence the marketing of any First Right Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s 's proposed material economic terms and conditions applicable to Tenant’s 's lease of such spacespace (collectively, the "Economic Terms"), including the proposed term (collectively, of lease and the “Economic Terms”), which Economic Terms shall be based upon Landlord’s good faith determination of proposed rent payable for the fair market value of such First Right Offer Space. Notwithstanding the foregoing, Landlord’s 's obligation to deliver the First Offer Notice shall not apply during the last twelve nine (129) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 2.2 of the Original Lease 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the period following Landlord’s delivery last eight (8) months of the Option Rent Notice to Tenant pursuant to Section 2.2 of the Original initial Lease Term unless Tenant has timely delivered the Option Notice Tenant's Acceptance to Landlord pursuant to Section 2.2 of the Original Lease31(c) above.

Procedure for Offer. From and after January 11, 2012, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Right Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space, including the proposed term space (collectively, the “Economic Terms”), which Economic Terms shall be based upon Landlord’s good faith determination Terms”),including the proposed term of lease and the fair market value of such proposed rent payable for the First Right Offer Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve nine (129) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 2.2 of the Original Lease 3l(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the period following Landlord’s delivery last eight (8) months of the Option Rent Notice to Tenant pursuant to Section 2.2 of the Original Lease initial Term unless Tenant has timely delivered the Option Notice Tenant’s Acceptance to Landlord pursuant to Section 2.2 31(c) above and such right of the Original Leasefirst offer shall not apply during any applicable Option Term.

Procedure for Offer. From and after January 11, 2012, Landlord shall notify Tenant (the “"First Offer ------------------- Notice”") from time to time when Landlord determines that Landlord shall commence the marketing of any First Right Offer Space because such space shall become available for lease to third parties, where no Initials: /s/ KM ----------- -31- /s/ VC ----------- holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s 's proposed economic terms and conditions applicable to Tenant’s 's lease of such space, including the proposed term space (collectively, the “"Economic Terms”"), which Economic Terms shall be based upon Landlord’s good faith determination of the fair market value of such First Right Space. Notwithstanding the foregoing, Landlord’s 's obligation to deliver the First Offer Notice shall not apply during the last twelve nine (129) months of the initial Lease Term (or first Option Term, as applicable) unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 2.2 of the Original Lease 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the period following Landlord’s delivery last eight (8) months of the initial Lease Term (or first Option Rent Notice to Tenant pursuant to Section 2.2 of the Original Lease Term, as applicable) unless Tenant has timely delivered the Option Notice Tenant's Acceptance to Landlord pursuant to Section 2.2 of the Original Lease31(c) above.

Procedure for Offer. From and after January 11, 2012, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Right Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed economic terms and conditions applicable to Tenant’s lease of such space, including the proposed term (collectively, the “Economic Terms”), which Economic Terms shall be based upon Landlord’s good faith determination of the fair market value of such First Right Offer Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve eleven (1211) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 2.2 of the Original Lease above nor shall Landlord be obligated to deliver the First Offer Notice during the period following Landlord’s delivery of the Option Rent Notice to Tenant pursuant to Section 2.2 of the Original Lease above unless Tenant has timely delivered the Option Notice to Landlord pursuant to Section 2.2 of the Original Leaseabove.

Procedure for Offer. From and after January 11, 2012, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Right Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space, including the proposed term space (collectively, the “Economic Terms”), which Economic Terms including the proposed rent payable for the First Offer Space (but it being agreed that such term shall be based upon Landlord’s good faith determination calculated as the greater of (i) the fair market value of such First Right Spaceremaining Term then applicable to the original Premises and (2) five (5) years. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve nine (129) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 2.2 31(c) above (with specific reference to Tenant’s right to send an early Interest Notice as expressly provided therein) or otherwise extended the Term of the Original this Lease nor shall Landlord be obligated to deliver the First Offer Notice during the period following Landlord’s delivery last eight (8) months of the Option Rent Notice to Tenant pursuant to Section 2.2 of the Original Lease initial Term unless Tenant has timely delivered the Option Notice Tenant’s Acceptance to Landlord pursuant to Section 2.2 of 31(c) above or is deemed to have delivered the Original Leasesame.

Procedure for Offer. From and after January 11, 2012, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Right Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space, including the proposed term space (collectively, the “Economic Terms”), which Economic Terms shall be based upon Landlord’s good faith determination including the proposed term of lease and the fair market value of such proposed rent payable for the First Right Offer Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve nine (129) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 2.2 of the Original Lease above nor shall Landlord be obligated to deliver the First Offer Notice during the period following Landlord’s delivery last eight (8) months of the Option Rent Notice to Tenant pursuant to Section 2.2 of the Original Lease initial Term unless Tenant has timely delivered the Option Notice Tenant’s Acceptance to Landlord pursuant to Section 2.2 of the Original Leaseabove.

Procedure for Offer. From and after January 11, 2012Tenant shall notify Landlord in writing if Tenant desires to lease the First Offer Space. Within the 6-month period following Landlord’s receipt of any such notice from Tenant, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Right Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space, including the proposed term space (collectively, the “Economic Terms”), which Economic Terms shall be based upon Landlord’s good faith determination of the fair market value of such First Right Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve nine (129) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 2.2 of the Original Lease Article 31 above nor shall Landlord be obligated to deliver the First Offer Notice during the period following Landlord’s delivery last eight (8) months of the Option Rent Notice to Tenant pursuant to Section 2.2 of the Original initial Lease Term unless Tenant has timely delivered the Option Notice Tenant’s Acceptance to Landlord pursuant to Section 2.2 of the Original LeaseArticle 31 above.