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

Tenant’s Right of First Offer. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time that Landlord delivers Landlord’s RFO Notice, as hereinafter defined, or on the Effective RFO Commencement Date, as hereinafter defined, (i) there exists no “Event of Default”, (ii) this Lease is still in full force and effect, and (iii) Tenant or a Permitted Transferee (as hereinafter defined) shall actually occupy the entire Premises, Tenant shall have the right (the “RFO Right”) to lease the RFO Premises, as hereinafter defined, when the RFO Premises become available for lease to Tenant, as hereinafter defined, prior to the date that is five (5) years prior to the then-scheduled expiration date of the Term (as such expiration date may be extended pursuant to Section 3.2 of this Lease); provided, however, it shall be a condition of Tenant’s right to lease the RFO Premises if the RFO Premises becomes available to lease during the period arising after the date that is five (5) years prior to the expiration of the then current Term of the Lease, that Tenant has at least one extension option that has not lapsed unexercised and that Tenant has previously or simultaneously properly exercised such option to extend. Subject only to Section 2.3(F), the RFO Right shall be a one-time right only.

Tenant’s Right of First Offer. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time that Landlord delivers Landlord’s RFO Notice, as hereinafter defined, or on the Effective RFO Commencement Date, as hereinafter defined, (i) there exists no “Event of Default”If (i) Tenant shall not have assigned this Lease (other than pursuant to Paragraph 21(C)), (ii) Tenant shall not have subleased more than 25% of the Premises for all or substantially all of the remaining term (excluding subleases pursuant to Paragraph 21(C)), (iii) neither Tenant’s First Renewal Option nor Tenant’s Third Renewal Option shall have lapsed without exercise, and (iv) neither this Lease is still nor Tenant’s right of possession of the Premises shall have been terminated and this Lease shall then be in full force and effect, then Landlord shall not lease any space on any of the 3rd through 27th floors of the Building (including by way of renewal, extension or expansion) to any person other than pursuant to: (a) the initial lease of such space; and (iiib) Tenant except with respect to space located on an Expansion Floor, any renewal or extension of the initial lease of such space effected pursuant to the exercise of a renewal or extension right or option provided for in such initial lease as originally entered into (it being understood that if such space is located on an Expansion Floor, then any such renewal or extension right or option shall be subordinate to Tenant’s rights under this Paragraph 35(E)); (a) any lease of such space effected pursuant to Paragraph 35(E)(vi); and (b) except with respect to space located on an Expansion Floor, any renewal or extension of such lease of such space effected pursuant to the exercise of a renewal or extension right or option provided for in such lease as originally entered into (it being understood that if such space is located on an Expansion Floor, then any such renewal or extension right or option shall be subordinate to Tenant’s rights under this Paragraph 35(E)); (3) any Permitted Transferee Expansion of any lease entered into pursuant to subparagraphs 1 or 2 above; (4) except with respect to space located on an Expansion Floor, any lease of such space effected pursuant to the exercise by the tenant thereunder of any expansion right or option (which phrase, as hereinafter definedused in this Paragraph 35(E), shall include any firm option, right of refusal or right of offer) set forth in the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lease as originally entered into or in the ▇▇▇▇▇ ▇▇▇▇▇ Lease as originally entered into (“Permitted Superior Expansion Rights”) (it being understood that (1) if such space is located on an Expansion Floor, then any such expansion right or option shall actually occupy be subordinate to Tenant’s rights under this Paragraph 35(E) and (2) except for the entire PremisesPermitted Superior Expansion Rights and the Permitted Expansions referred to in Paragraph 35(E)(i)(3) above, Tenant all expansion rights and options now or hereafter granted to any person shall be subordinate to Tenant’s rights under this Paragraph 35(E)); (a) any lease for a term commencing after the 22nd anniversary of the Rent Commencement Date; or (b) any lease entered into after the lapse without exercise of the First Renewal Option or after the lapse with exercise of the Second Renewal Option (or in either case, if a Renewal Option shall have been exercised, then after Tenant elects to rescind such exercise as provided in Paragraphs 35(F) and 35(G)); (6) any lease of the right Fitness Center or the Cafeteria to any operator, licensee or concessionaire thereof; (7) any lease on the “RFO Right”) to ground floor lobby level of the Building; and (8) any lease the RFO Premises, as hereinafter defined, when the RFO Premises become available for lease of premises to Tenant, . Landlord represents and warrants to Tenant that attached hereto as hereinafter defined, prior to the date that Exhibit PSER is five (5) years prior to the then-scheduled expiration date a true and complete copy of provisions of the Term (as ▇▇▇▇▇ ▇▇▇▇▇ Lease and the ▇▇▇▇▇▇▇ Sachs Lease containing the Permitted Superior Expansion Rights, excluding the portion of such expiration date may be extended pursuant to Section 3.2 of this Lease); provided, however, it shall be a condition of Tenant’s right to lease provisions setting forth the RFO Premises if the RFO Premises becomes available to lease during the period arising after the date that is five (5) years prior to the expiration of the then current Term of the Lease, that Tenant has at least one extension option that has not lapsed unexercised and that Tenant has previously or simultaneously properly exercised such option to extend. Subject only to Section 2.3(F), the RFO Right shall be a one-time right onlyrent payable thereunder.