Grant of Right of First Offer; Conditions. From and after the Commencement Date, Subtenant shall have a right of first offer, subject to the provisions of this Section (the “Right of First Offer”), with respect to any portion of the Premises (excluding the Sublet Portion and any portion of the Premises currently offered for sublease by Sublandlord on the date hereof) which Sublandlord subsequently desires to sublease (each, an “Offering Space”). Subtenant’s Right of First Offer shall be exercised as follows: at any time after Sublandlord has determined that it will sublease an Offering Space (but prior to subleasing the applicable Offering Space to a third party), Sublandlord shall advise Subtenant in writing (the “Advice”) of the terms under which Sublandlord is prepared to lease the Offering Space to Subtenant for the remainder of the Term, which terms shall reflect the then-current Base Rent rate under the Master Lease for the applicable Offering Space, as such Base Rent rate may increase from time to time in accordance with the Master Lease. Subtenant may sublease the applicable Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Sublandlord (the “Notice of Exercise”) within five (5) business days after the date of the Advice, except that Subtenant shall have no such Right of First Offer and Sublandlord need not provide Subtenant with an Advice, if: # Subtenant is in default under this Sublease beyond any applicable cure periods at the time that Sublandlord would otherwise deliver the Advice; # the Sublet Portion, or any portion thereof, is sublet at the time Sublandlord would otherwise deliver the Advice; # the Sublease has been assigned prior to the date Sublandlord would otherwise deliver the Advice; # Subtenant is not occupying the Sublet Portion on the date Sublandlord would otherwise deliver the Advice; # the Offering Space is not intended for the exclusive use of Subtenant during the Term. Further, any exercise of Subtenant’s Right of First Offer is expressly conditioned upon Master Landlord’s approval of such exercise in accordance with the Master Lease, it being understood that Master Landlord’s failure or refusal to consent to any exercise of Subtenant’s Right of First Offer shall render such exercise null, void and of no force or effect.

The Board is the ultimate granting authority for this Program, with the power to select eligible persons for participation and to make all decisions concerning the grant or amendment of awards. The Board may delegate this authority in whole or in part # to the Executive Resources Committee; or # to a committee of two or more persons who may, but need not, be directors of the Company.

Company. “Company” shall mean ​ Holdings, Inc.

Company. Saul Centers, Inc., a Maryland corporation, and any successor thereto.

Company. “Company” means The Sherwin-Williams Company, an Ohio corporation or its successor(s) in interest.

Company. Carpenter Technology Corporation and any successor or assignee to the business or assets which becomes bound by this Plan by reason of Article V.

Company. Anadarko Petroleum Corporation or its successor in interest.

Company. “Company” means Target Corporation, a Minnesota corporation, or any successor thereto.

Company. Virginia National Bankshares Corporation, a Virginia corporation.

Right to Grant Security Interest; No Further Encumbrances. The Grantors have the right to grant a security interest in the Collateral. The Grantors will pay all taxes and other charges against the Collateral (including, without limitation, property, use and sales taxes), and no Grantor will use the Collateral illegally or allow the Collateral to be encumbered except for the security interest in favor of the Bank granted herein.