Common use of First Offer Space Clause in Contracts

First Offer Space. (a) Subject to the provisions of this Section 5.5, Landlord shall not lease any portion of the Building ("First Offer Space") unless Landlord shall notify Tenant in writing ("First Offer Notice") of (A) the rentable area and location of such space proposed to be leased, (B) the prevailing market rental for such space, and (C) the proposed commencement date (the "First Offer Space Occupancy Date") for the lease of such space. Landlord agrees that the First Offer Space Occupancy Date for any such space shall occur not earlier than ninety (90) days after the end of Tenant's Refusal Period (as hereinafter defined) for such space. Upon receipt of a First Offer Notice, Tenant may, within thirty (30) consecutive days thereafter ("Refusal Period") by written notice given to Landlord, elect to exercise its option to lease the space described in Landlord's First Offer Notice. Tenant's notice shall also specify whether or not Tenant agrees with Landlord's determination of the prevailing market rental for such space and failure to so specify shall be deemed Tenant's acceptance of Landlord's determination of the prevailing market rental. If Tenant does not exercise its option to lease the space described in any First Offer Notice, then Landlord shall be free to lease such space on any terms and conditions. (b) Tenant's rights under this Section S.5 are subject to the following conditions: (i) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of the initial Term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease pursuant to Section S.6 herein, or (B) if Tenant does not exercise its right to extend the initial Term pursuant to Section S.6, Tenant shall agree that the term of this Lease as to such First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (ii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of the first extension term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease for the second extension term pursuant to Section S.6 herein, or (B) if Tenant does not extend the term for the second extension term pursuant to Section S.6 herein, Tenant shall agree that the term of this Lease as to the First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of a second extension term unless Tenant shall agree that the term of this Lease as to the First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iv) Tenant's rights to lease First Offer Space shall not apply to any leasing of space to an existing tenant of the Building pursuant to an option to lease such space granted to said tenant either during a period in which Tenant did not have a right under this Section S.5 to lease such space or after Tenant failed to exercise its option under this Section S.5 to lease such space; (v) Tenant's rights to lease First Offer Space shall not apply after Tenant has subleased fifty percent (50%) or more of the Premises or assigned this Lease other than pursuant to transactions described in Section 13(d) not requiring Landlord's consent; (vi) Tenant's rights to lease First Offer Space shall not apply if Tenant is then in Default under this Lease or this Lease or Tenant's possession of the Premises has been terminated. (c) If Tenant has exercised an option pursuant to this Section S.5 to lease First Offer Space, then, effective as of the First Offer Space Occupancy Date and provided this Lease is then in full force and effect and Tenant is not in Default, said First Offer Space shall be included in the Premises and shall be subject to all of the terms, conditions, and provisions of this lease, except as follows: (i) the rentable area of the Premises shall be increased by the rentable area of the portion of the First Offer Space so leased; (ii) the Tenant's Proportionate Share for such space shall be the percentage derived by dividing the rentable square feet of said First Offer Space so included in the Premises by the rentable area of the office space in the Building (to the extent that Tenant's Proportionate Share is a factor used in a component of Rent described in Section S.5(c)(iii)); (iii) the Base Rent for the term of demise of such First Offer Space shall be equal to the prevailing market rental as determined by Landlord, multiplied by the rentable area of the First Offer Space so included in the Premises; (iv) the term of the demise covering such portion of the First Offer Space shall commence on the First Offer Space Occupancy Date and shall expire concurrently with the Term of this Lease, unless Tenant desires to exercise its First Offer Space Option during the last three (3) years of the initial Term, first extension term, or second extension term, and Landlord and Tenant agree to extend the term of this Lease only as to such First Offer Space for a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years. (d) Landlord shall not be required to make any improvements to the First Offer Space. Such space is to be leased "as is". (e) Landlord and Tenant shall enter into a written supplement to this Lease confirming the terms, conditions, and provisions applicable to the First Offer Space as determined in accordance with the provisions of this Section S.5.

First Offer Space. (a) Subject Landlord shall, prior to the provisions of this Section 5.5, Landlord shall not lease offering any portion of the Building ("First Offer Space") unless Landlord shall notify Tenant in writing ("First Offer Notice") of (A) the rentable area and location of such space proposed to be leased, (B) the prevailing market rental for such space, and (C) the proposed commencement date (the "First Offer Space Occupancy Date") for the lease of such space. Landlord agrees that to any prospective tenant, subtenant or other occupant, deliver to Tenant from time to time during the First Offer Space Occupancy Date for any Period a written notice (a “Landlord Offer Notice”) offering to sublease such space shall occur not earlier than ninety (90) days after the end of Tenant's Refusal Period (as hereinafter defined) for such space. Upon receipt of a First Offer Notice, Space to Tenant may, within thirty (30) consecutive days thereafter ("Refusal Period") by written notice given to Landlord, elect to exercise its option to lease on a commencement date described therein and expiring on the space described in Landlord's First Offer Notice. Tenant's notice shall also specify whether or not Tenant agrees with Landlord's determination of the prevailing market rental for such space and failure to so specify shall be deemed Tenant's acceptance of Landlord's determination of the prevailing market rentalExpiration Date. If Tenant does not exercise its option shall deliver to lease Landlord a written acceptance of the space described offer contained in any First Landlord Offer Notice (any such acceptance, a “Tenant Acceptance Notice”) within ten (10) Business Days after Tenant’s receipt thereof, then then, on the date on which Landlord shall be free to lease delivers vacant possession of such space on any terms and conditions. (b) Tenant's rights under this Section S.5 are subject to the following conditions: (i) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during Tenant in the last three condition provided for hereunder (3) years of the initial Term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease pursuant to Section S.6 herein“First Offer Space Inclusion Date”), or (B) if Tenant does not exercise its right to extend the initial Term pursuant to Section S.6, Tenant shall agree that the term of this Lease as to such First Offer Space shall become part of the Premises, upon all of the terms and conditions set forth in this Lease, except Rent and other charges payable under this Lease shall each be a period equal increased proportionately based upon the increase of space to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (ii) Tenant's rights to lease Premises on a per rentable square foot basis on account of the First Offer Space in question, provided that Tenant shall not apply be entitled to any leasing of space during the last three (3) years an abatement of the first extension term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease for the second extension term pursuant to Section S.6 herein, or (B) if Tenant does not extend the term for the second extension term pursuant to Section S.6 herein, Tenant shall agree that the term of this Lease as Fixed Rent payable with respect to the First Offer Space shall be a period in question equal to 180 days multiplied by a fraction, the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iii) Tenant's rights to lease First Offer Space shall not apply to any leasing numerator of space during which is the last three (3) years of a second extension term unless Tenant shall agree that the remaining term of this the Lease as to the First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iv) Tenant's rights to lease First Offer Space shall not apply to any leasing of space to an existing tenant of the Building pursuant to an option to lease such space granted to said tenant either during a period in which Tenant did not have a right under this Section S.5 to lease such space or after Tenant failed to exercise its option under this Section S.5 to lease such space; (v) Tenant's rights to lease First Offer Space shall not apply after Tenant has subleased fifty percent (50%) or more of the Premises or assigned this Lease other than pursuant to transactions described in Section 13(d) not requiring Landlord's consent; (vi) Tenant's rights to lease First Offer Space shall not apply if Tenant is then in Default under this Lease or this Lease or Tenant's possession of the Premises has been terminated. (c) If Tenant has exercised an option pursuant to this Section S.5 to lease First Offer Space, then, effective as of the First Offer Space Occupancy Inclusion Date and provided this the denominator of which is the term of the Lease is then in full force and effect and Tenant is not in Default, said as of the Commencement Date (such fraction being referred to herein as the “Multiplying Fraction”). Promptly after the occurrence of a First Offer Space Inclusion Date, Landlord and Tenant shall be included in confirm the Premises occurrence thereof and shall be subject to all the inclusion of the terms, conditions, and provisions of this lease, except as follows: (i) the rentable area of the Premises shall be increased by the rentable area of the portion of the applicable First Offer Space so leased; (ii) the Tenant's Proportionate Share for such space shall be the percentage derived by dividing the rentable square feet of said First Offer Space so included in the Premises by executing an instrument reasonably satisfactory to Landlord and Tenant; provided, however, that failure by Landlord and Tenant to execute such instrument shall not affect the rentable area inclusion of the office space in the Building (to the extent that Tenant's Proportionate Share is a factor used in a component of Rent described in Section S.5(c)(iii)); (iii) the Base Rent for the term of demise of such applicable First Offer Space shall be equal to the prevailing market rental as determined by Landlord, multiplied by the rentable area of the First Offer Space so included in the Premises; (iv) the term of the demise covering such portion of the First Offer Space shall commence on the First Offer Space Occupancy Date and shall expire concurrently with the Term of this Lease, unless Tenant desires to exercise its First Offer Space Option during the last three (3) years of the initial Term, first extension term, or second extension term, and Landlord and Tenant agree to extend the term of this Lease only as to such First Offer Space for a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years. (d) Landlord shall not be required to make any improvements to the First Offer Space. Such space is to be leased "as is". (e) Landlord and Tenant shall enter into a written supplement to this Lease confirming the terms, conditions, and provisions applicable to the First Offer Space as determined Premises in accordance with the provisions of this Section S.5Article 12.

First Offer Space. During the period of time (athe “First Offer Period”) Subject commencing on the date of execution of this Lease and continuing until the end of the initial Lease Term (subject, however to the provisions limitations set forth below in this Section 1.4.1 and in Section 1.4.5), Tenant shall have a continuing right of first offer to lease space located on the third (3rd) and/or fourth (4th) floors of the Building which is other than the Premises (each, a “First Offer Space”), when such applicable First Offer Space first becomes available for lease as provided hereinbelow. For purposes of this Section 5.51.4, the applicable First Offer Space shall first become available for lease immediately prior to the first time within the First Offer Period that Landlord intends to accept from a third party (excluding existing tenants of such First Offer Space, affiliates of any such existing tenants, holders of the Superior Rights [as hereinafter defined], and with respect to any First Offer Space located on the fourth (4th) floor of the Building, New York Life Insurance Company and/or any of its affiliates [collectively, “NYLIC”]) a bona fide proposal to lease the applicable First Offer Space (the “Third Party Proposal”). Notwithstanding anything herein to the contrary: (i) Tenant’s right of first offer set forth herein shall not be subject and subordinate to (A) the right of first offer and lease term extension option to lease all or any portion of the Building ("applicable First Offer Space"Space currently contained (as of the date of mutual execution and delivery of this Lease) unless Landlord shall notify Tenant in writing Landlord’s existing lease of space on the third ("First Offer Notice"3rd) floor of (A) the rentable area Building with Patriot National Insurance Group, Inc., and location of such space proposed to be leased, (B) all rights of expansion, renewal, extension, first refusal, first offer or similar rights for all or any portion of the prevailing market rental for such space, and (C) the proposed commencement date (the "applicable First Offer Space Occupancy Date"granted to NYLIC with respect to any First Offer Space located on the fourth (4th) floor of the Building pursuant to any lease or leases which have been or are executed by Landlord with NYLIC (each, a “NYLIC Lease”) prior to and/or after the date of mutual execution and delivery of this Lease (collectively, the “Superior Rights”); (ii) if the Third Party Proposal provides for the lease by such third party of space on another floor or floors of the Building in addition to space on the third (3rd) and/or fourth (4th) floors, then Tenant shall not have such right of first offer, and Landlord shall not be obligated to deliver to Tenant a Landlord’s First Offer Notice (as defined below), with respect to such Third Party Proposal; and (iii) if Landlord enters into a NYLIC Lease for any First Offer Space located on the fourth (4th) floor of the Building, which Landlord shall have the absolute right to do without being obligated to deliver to Tenant a Landlord’s First Offer Notice therefor, then Tenant shall not have such right or first offer with respect to such applicable First Offer Space leased under such NYLIC Lease until after Landlord intends to accept, for the first time, a Third Party Proposal for the lease of such space. Landlord agrees that the applicable First Offer Space Occupancy Date for any such space shall occur with a new, non-affiliated third party tenant which is not earlier than ninety (90) days NYLIC or a Superior Rights holder, which lease has a lease term that will commence after the end of Tenant's Refusal Period (as hereinafter defined) for such space. Upon receipt of a First Offer Notice, Tenant may, within thirty (30) consecutive days thereafter ("Refusal Period") by written notice given to Landlord, elect to exercise its option to lease the space described in Landlord's First Offer Notice. Tenant's notice shall also specify whether expiration or not Tenant agrees with Landlord's determination termination of the prevailing market rental for such space and failure to so specify shall be deemed Tenant's acceptance of Landlord's determination of the prevailing market rental. If Tenant does not exercise its option to lease the space described in any First Offer Notice, then Landlord shall be free to lease such space on any terms and conditions. (b) Tenant's rights under this Section S.5 are subject to the following conditions: (i) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of the initial Term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease pursuant to Section S.6 herein, or (B) if Tenant does not exercise its right to extend the initial Term pursuant to Section S.6, Tenant shall agree that the term of this Lease as to such First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (ii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of the first extension term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease for the second extension term pursuant to Section S.6 herein, or (B) if Tenant does not extend the term for the second extension term pursuant to Section S.6 herein, Tenant shall agree that the term of this Lease as to the First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of a second extension term unless Tenant shall agree that the term of this Lease as to the First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iv) Tenant's rights to lease First Offer Space shall not apply to any leasing of space to an existing tenant of the Building pursuant to an option to lease such space granted to said tenant either during a period in which Tenant did not have a right under this Section S.5 to lease such space or after Tenant failed to exercise its option under this Section S.5 to lease such space; (v) Tenant's rights to lease First Offer Space shall not apply after Tenant has subleased fifty percent (50%) or more of the Premises or assigned this Lease other than pursuant to transactions described in Section 13(d) not requiring Landlord's consent; (vi) Tenant's rights to lease First Offer Space shall not apply if Tenant is then in Default under this Lease or this Lease or Tenant's possession of the Premises has been terminated. (c) If Tenant has exercised an option pursuant to this Section S.5 to lease First Offer Space, then, effective as of the First Offer Space Occupancy Date and provided this Lease is then in full force and effect and Tenant is not in Default, said First Offer Space shall be included in the Premises and shall be subject to all of the terms, conditions, and provisions of this lease, except as follows: (i) the rentable area of the Premises shall be increased by the rentable area of the portion of the First Offer Space so leased; (ii) the Tenant's Proportionate Share for such space shall be the percentage derived by dividing the rentable square feet of said First Offer Space so included in the Premises by the rentable area of the office space in the Building (to the extent that Tenant's Proportionate Share is a factor used in a component of Rent described in Section S.5(c)(iii)); (iii) the Base Rent for the term of demise of such First Offer Space shall be equal to the prevailing market rental as determined by Landlord, multiplied by the rentable area of the First Offer Space so included in the Premises; (iv) the term of the demise covering NYLIC Lease (including following the expiration or termination of any extension of such portion lease term of the First Offer Space shall commence on the First Offer Space Occupancy Date and shall expire concurrently with the Term of this Lease, unless Tenant desires NYLIC Lease whether pursuant to exercise its First Offer Space Option during the last three (3) years of the initial Term, first a formal extension term, or second extension term, and Landlord and Tenant agree to extend the term of this Lease only as to such First Offer Space for a period equal to the term option contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) yearsthe NYLIC Lease or otherwise). (d) Landlord shall not be required to make any improvements to the First Offer Space. Such space is to be leased "as is". (e) Landlord and Tenant shall enter into a written supplement to this Lease confirming the terms, conditions, and provisions applicable to the First Offer Space as determined in accordance with the provisions of this Section S.5.

First Offer Space. (a) Subject to the provisions The rentable and usable square feet of this Section 5.5, Landlord shall not lease any portion of the Building ("First Offer Space") unless Landlord shall notify Tenant in writing ("First Offer Notice") of (A) the rentable area and location of such space proposed to be leased, (B) the prevailing market rental for such space, and (C) the proposed commencement date (the "First Offer Space Occupancy Date") for the lease of such space. Landlord agrees that the and/or Rejected First Offer Space Occupancy Date for any leased by Tenant pursuant to Section 1.4 below, as the case may be, shall be calculated and measured by Landlord through Landlord’s planner/designer in accordance with the BOMA Standard prior to the applicable commencement date of the initial lease term therefor, and Landlord shall provide written notice of such space applicable square footage amounts to Tenant prior to such applicable date. Tenant’s architect may consult with Landlord’s planner/designer regarding such planner/designer’s measurements; provided, however, the determinations of Landlord’s planner/designer shall occur not earlier than ninety be conclusive and binding upon the parties unless Tenant objects to such determination by written notice delivered to Landlord within sixty (9060) days after the end date Landlord gives Tenant written notice of Tenant's Refusal Period (as hereinafter defined) for such spacedetermination. Upon receipt of a If Tenant timely objects to any such measurements, Tenant shall have the right, within such 60-day period, to re-measure the applicable First Offer NoticeSpace or Rejected First Offer Space in accordance with the BOMA Standard. If Tenant fails to timely elect to re-measure and complete any such re-measurement within such 60-day period, then Landlord’s final measurements shall be conclusive and binding on Landlord and Tenant. If Tenant’s re-measurement(s) undertaken within such 60-day period differs from Landlord’s measurement(s) and Tenant maynotifies Landlord thereof within such 60-day period, the parties shall, within thirty (30) consecutive days thereafter ("Refusal Period") by written notice given thereafter, attempt in good faith to Landlordresolve such differences, elect to exercise its option to lease but if the space described in Landlord's First Offer Notice. Tenant's notice shall also specify whether or parties cannot Tenant agrees with Landlord's determination resolve such differences within such 30-day period, the final measurements of the prevailing market rental for such space and failure to so specify shall be deemed Tenant's acceptance of Landlord's determination of the prevailing market rental. If Tenant does not exercise its option to lease the space described in any First Offer Notice, then Landlord shall be free to lease such space on any terms and conditions. (b) Tenant's rights under this Section S.5 are subject to the following conditions: (i) Tenant's rights to lease applicable First Offer Space shall not apply to any leasing of space during the last three (3) years of the initial Term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease pursuant to Section S.6 herein, or (B) if Tenant does not exercise its right to extend the initial Term pursuant to Section S.6, Tenant shall agree that the term of this Lease as to such and/or Rejected First Offer Space shall be a period equal resolved pursuant to binding arbitration in accordance with Section 26.32 below. If any measurements and/or re-measurements pursuant to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (ii) Tenant's rights to lease forgoing provisions of this Section 1.2.2 determine that the rentable square feet of the applicable First Offer Space shall not apply to any leasing of space during the last three (3) years of the first extension term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease for the second extension term pursuant to Section S.6 herein, or (B) if Tenant does not extend the term for the second extension term pursuant to Section S.6 herein, Tenant shall agree that the term of this Lease as to the and/or Rejected First Offer Space shall be a period equal to different from the term contained amounts thereof set forth in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of a second extension term unless Tenant shall agree that the term of this Lease as to the First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iv) Tenant's rights to lease First Offer Space shall not apply to any leasing of space to an existing tenant of the Building pursuant to an option to lease such space granted to said tenant either during a period in which Tenant did not have a right under this Section S.5 to lease such space or after Tenant failed to exercise its option under this Section S.5 to lease such space; (v) Tenant's rights to lease First Offer Space shall not apply after Tenant has subleased fifty percent (50%) or more of the Premises or assigned this Lease other than pursuant to transactions described in Section 13(d) not requiring Landlord's consent; (vi) Tenant's rights to lease First Offer Space shall not apply if Tenant is then in Default under this Lease or this Lease or Tenant's possession of the Premises has been terminated. (c) If Tenant has exercised an option pursuant to this Section S.5 to lease First Offer Space, then, effective as of the First Offer Space Occupancy Date and provided this Lease is then in full force and effect and Tenant is not in Default, said First Offer Space shall be included in the Premises and shall be subject to all of the terms, conditions, and provisions of this lease, except as follows: (i) the rentable area of the Premises shall be increased by the rentable area of the portion of the First Offer Space so leased; (ii) the Tenant's Proportionate Share for such space shall be the percentage derived by dividing the rentable square feet of said First Offer Space so included in the Premises by the rentable area of the office space in the Building (to the extent that Tenant's Proportionate Share is a factor used in a component of Rent described in Section S.5(c)(iii)); (iii) the Base Rent for the term of demise of such First Offer Space shall be equal to the prevailing market rental as determined by Landlord, multiplied by the rentable area of the First Offer Space so included in the Premises; (iv) the term of the demise covering such portion of the First Offer Space shall commence on the First Offer Space Occupancy Date and shall expire concurrently with the Term of this Lease, unless Tenant desires then Landlord shall modify all amounts, dollar amounts, percentages and figures appearing or referred to exercise its First Offer Space Option during the last three (3) years of the initial Term, first extension term, or second extension term, and Landlord and Tenant agree to extend the term of in this Lease only as which are calculated based upon such applicable rentable and/or usable square feet to conform to such First Offer Space for a period equal corrected square footage amounts therefor. Any such modifications shall be confirmed in writing by Landlord to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) yearsTenant. (d) Landlord shall not be required to make any improvements to the First Offer Space. Such space is to be leased "as is". (e) Landlord and Tenant shall enter into a written supplement to this Lease confirming the terms, conditions, and provisions applicable to the First Offer Space as determined in accordance with the provisions of this Section S.5.

First Offer Space. (a) Subject Landlord, shall, prior to advertising the provisions availability for, lease of this Section 5.5, Landlord shall not lease any portion of the Building ("First Offer SpaceSpace in the general leasing market, deliver to Tenant from time to time during the First Offer Period a written notice (a ") unless Landlord shall notify Tenant in writing ("First Offer Notice") of (A) the rentable area and location of such space proposed offering to be leased, (B) the prevailing market rental for such space, and (C) the proposed commencement date (the "First Offer Space Occupancy Date") for the lease of such space. Landlord agrees that the First Offer Space Occupancy Date for any such space shall occur not earlier than ninety (90) days after the end of Tenant's Refusal Period (as hereinafter defined) for such space. Upon receipt of a First Offer Notice, Tenant may, within thirty (30) consecutive days thereafter ("Refusal Period") by written notice given to Landlord, elect to exercise its option to lease the space described in Landlord's First Offer Notice. Tenant's notice shall also specify whether or not Tenant agrees with Landlord's determination of the prevailing market rental for such space and failure to so specify shall be deemed Tenant's acceptance of Landlord's determination of the prevailing market rental. If Tenant does not exercise its option to lease the space described in any First Offer Notice, then Landlord shall be free to lease such space on any terms and conditions. (b) Tenant's rights under this Section S.5 are subject to the following conditions: (i) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of the initial Term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease pursuant to Section S.6 herein, or (B) if Tenant does not exercise its right to extend the initial Term pursuant to Section S.6, Tenant shall agree that the term of this Lease as to sublease such First Offer Space to Tenant on a commencement date described therein and expiring on the Expiration Date. If Tenant shall be deliver to Landlord a period equal to written acceptance, of the term offer contained in Landlord's First any Landlord Offer Notice but in no event shall (any such term be greater than five acceptance, a "Tenant Acceptance Notice") within ten (510) years; (ii) Business Days after Tenant's rights receipt thereof, then Landlord and Tenant shall promptly enter into an amendment to lease this Lease adding such First Offer Space shall not apply to any leasing the definition of space during "Premises" contained herein at the last three (3) years of the first extension term unless (A) Tenant has exercised or simultaneously exercises its right Fair Market Rent therefor as determined in accordance with Section 12.03 below and with such other amendments to extend the Lease for the second extension term pursuant to Section S.6 herein, or (B) if Tenant does not extend the term for the second extension term pursuant to Section S.6 herein, Tenant shall agree that the term of this Lease as Landlord may reasonably require; including without limitation, an increase in the Tenant's Share to reflect such First Offer Space. If Tenant shall fail to Deliver, a Tenant Acceptance Notice within such ten (10) Business Day period, then Tenant's rights, under this Article 12 with respect to the First Offer Space described in the corresponding Landlord Offer Notice shall be a period equal deemed to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of a second extension term unless Tenant shall agree that the term of this Lease as to the First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iv) Tenant's rights to lease First Offer Space shall not apply to any leasing of space to an existing tenant of the Building pursuant to an option to lease such space granted to said tenant either during a period in which Tenant did not have a right under this Section S.5 to lease such space or after Tenant failed to exercise its option under this Section S.5 to lease such space; (v) Tenant's rights to lease First Offer Space shall not apply after Tenant has subleased fifty percent (50%) or more of the Premises or assigned this Lease other than pursuant to transactions described in Section 13(d) not requiring Landlord's consent; (vi) Tenant's rights to lease First Offer Space shall not apply if Tenant is then in Default under this Lease or this Lease or Tenant's possession of the Premises has been terminated. (c) If Tenant has exercised an option pursuant to this Section S.5 to lease First Offer Space, then, effective as of the First Offer Space Occupancy Date waived and provided this Lease is then in full force and effect and Tenant is not in Default, said First Offer Space shall be included in the Premises and shall be subject to all of the terms, conditionsrelinquished, and provisions of this leaseLandlord shall at all times thereafter be entitled to offer, except as follows: (i) the rentable area of the Premises shall be increased by the rentable area of the portion of the First Offer Space so leased; (ii) the Tenant's Proportionate Share for such space shall be the percentage derived by dividing the rentable square feet of said First Offer Space so included in the Premises by the rentable area of the office space in the Building (to the extent that Tenant's Proportionate Share is a factor used in a component of Rent described in Section S.5(c)(iii)); (iii) the Base Rent for the term of demise of show, market and lease such First Offer Space shall be equal to the prevailing market others at such rental and upon such terms as determined by Landlord, multiplied by the rentable area of the First Offer Space so included Landlord in the Premises; (iv) the term of the demise covering such portion of the First Offer Space shall commence on the First Offer Space Occupancy Date and shall expire concurrently with the Term of this Lease, unless Tenant desires to exercise its First Offer Space Option during the last three (3) years of the initial Term, first extension term, or second extension term, and Landlord and Tenant agree to extend the term of this Lease only as to such First Offer Space for a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) yearssole discretion may desire. (d) Landlord shall not be required to make any improvements to the First Offer Space. Such space is to be leased "as is". (e) Landlord and Tenant shall enter into a written supplement to this Lease confirming the terms, conditions, and provisions applicable to the First Offer Space as determined in accordance with the provisions of this Section S.5.

First Offer Space. Subject to the currently existing rights of “first offer” or “first refusal” of other tenants in the Building, Landlord agrees that if any part of the [ ] floor becomes available during the Term (the “First Offer Space”), the following will apply: (a) Subject Prior to the provisions of this Section 5.5, Landlord shall not entering into a lease with any third party for all or any portion of the Building ("First Offer Space") unless , Landlord shall notify give Tenant in writing notice ("First Offer the “Notice"”) of (A) the rentable area and location of its interest in commencing negotiations to lease such space proposed to be leased, (B) the prevailing market rental for such space, and (C) the proposed commencement date (the "First Offer Space Occupancy Date") for the lease of such spaceto a prospective tenant. Landlord agrees that The Notice shall designate the First Offer Space Occupancy Date Space; the Rent Landlord proposes to charge therefor (which Rent shall be at fair market value, as determined by Landlord based on its then offered Rent for a lease for comparable space, terms and concessions); and any such space other material business terms, including, without limitation, any proposed tenant improvement allowance. Tenant shall occur not earlier than ninety (90) have 10 business days after the end of Tenant's Refusal Period (as hereinafter defined) for such space. Upon receipt of a First Offer Notice, Tenant may, within thirty (30) consecutive days thereafter ("Refusal Period") by written notice given to Landlord, elect to exercise its option to lease the space described in Landlord's First Offer Notice. Tenant's notice shall also specify whether or not Tenant agrees with Landlord's determination of the prevailing market rental for such space and failure to so specify shall be deemed Tenant's acceptance of Landlord's determination of the prevailing market rental. If Tenant does not exercise its option to lease the space described in any First Offer Notice, then Landlord shall be free Notice to lease such space on any terms and conditions. (b) Tenant's rights under this Section S.5 are subject to the following conditions: (i) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during on the last three (3) years of terms and conditions and at the initial Term unless (A) Tenant has exercised or simultaneously exercises its right to extend Rent set forth in the Lease pursuant to Section S.6 hereinNotice; otherwise, or (B) if Tenant does not exercise its right to extend the initial Term pursuant to Section S.6, Tenant shall agree that the term of this Lease as Tenant’s rights with respect to such First Offer Space shall be a period equal to the term contained in Landlord's terminate. Tenant’s right of First Offer Notice but shall be restored in no the event shall such term be greater than five (5) years; (ii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of the first extension term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease for the second extension term pursuant to Section S.6 herein, or (B) if Tenant Landlord does not extend consummate a lease transaction with a third party or, if Landlord does enter into such a lease transaction, the term for the second extension term pursuant to Section S.6 herein, Tenant shall agree that space subsequently becomes available during the term of this Lease as to Lease. (b) If Tenant leases the First Offer Space, the First Offer Space shall be a period equal become part of the Premises and Tenant agrees to the term contained in Landlord's First Offer Notice but in no event shall commence paying Rent for such term be greater than five (5) years; (iii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during at the last three (3) years of a second extension term unless Tenant shall agree that the term of this Lease as to the First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iv) Tenant's rights to lease First Offer Space shall not apply to any leasing of space to an existing tenant of the Building pursuant to an option to lease such space granted to said tenant either during a period in which Tenant did not have a right under this Section S.5 to lease such space or after Tenant failed to exercise its option under this Section S.5 to lease such space; (v) Tenant's rights to lease First Offer Space shall not apply after Tenant has subleased fifty percent (50%) or more of the Premises or assigned this Lease other than pursuant to transactions described in Section 13(d) not requiring Landlord's consent; (vi) Tenant's rights to lease First Offer Space shall not apply if Tenant is then in Default under this Lease or this Lease or Tenant's possession of the Premises has been terminated. (c) If Tenant has exercised an option pursuant to this Section S.5 to lease First Offer Space, then, effective as of the First Offer Space Occupancy Date and provided this Lease is then in full force and effect and Tenant is not in Default, said First Offer Space shall be included rate set forth in the Premises Notice on the date of delivery thereof to Tenant and shall be subject to all of the terms, conditions, and provisions of this lease, except as follows: (i) the rentable area of the Premises shall be increased by the rentable area of the portion of the First Offer Space so leased; (ii) the Tenant's Proportionate Share for such space shall be the percentage derived by dividing the rentable square feet of said First Offer Space so included in the Premises by the rentable area of the office space in the Building (to the extent that Tenant's Proportionate Share is a factor used in a component of Rent described in Section S.5(c)(iii)); (iii) the Base Rent for the term of demise of such First Offer Space shall be equal leased to Tenant for the remaining unexpired term of this Lease upon the same terms and conditions as provided herein (with the exception of the Rent therefor, which will be as set forth in the Notice). (c) Notwithstanding anything to the prevailing market rental as determined by Landlordcontrary contained herein, multiplied by Tenant shall only have the rentable area right of first offer with respect to the First Offer Space if no Event of Default has occurred and is continuing on the date of Tenant’s notice of its intention to lease the First Offer Space or on the date of delivery of the First Offer Space so included in the Premises;to Tenant. (ivd) the term of the demise covering such portion Prior to Landlord’s delivery of the First Offer Space shall commence on the First Offer Space Occupancy Date and shall expire concurrently with the Term of this Leaseto Tenant, unless Tenant desires to exercise its First Offer Space Option during the last three (3) years of the initial Term, first extension term, or second extension term, and Landlord and Tenant agree shall execute an amendment to extend the term of this Lease only as documenting the expansion of the Premises pursuant to such First Offer Space for a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years. (d) Landlord shall not be required to make any improvements to the First Offer Space. Such space is to be leased "as is"this Article. (e) Landlord and shall have no liability to Tenant shall enter into a written supplement to this Lease confirming the terms, conditions, and provisions applicable to for any damages resulting from any delay in delivering possession of the First Offer Space as determined in accordance with to Tenant if said delay is caused by the provisions holding over of this Section S.5a previous tenant of the First Offer Space; provided, that Landlord shall take all action reasonably necessary, including required legal proceedings, to secure possession of the First Offer Space.

First Offer Space. (a) Subject to For purposes hereof, the provisions “usable square feet” and “rentable square feet” of this Section 5.5, Landlord shall not lease any portion of the Building ("First Offer Space") unless Landlord shall notify Tenant in writing ("First Offer Notice") of (A) the rentable area and location of such space proposed to be leased, (B) the prevailing market rental for such space, and (C) the proposed commencement date (the "First Offer Space Occupancy Date") leased by Tenant pursuant to Section 1.4 below shall be calculated by Landlord pursuant to the Building Owners and Managers Association International Standard Method for Measuring Floor Area in Office Building, ANSI Z65.1-1996 (the lease “BOMA Standard”); provided, however, that notwithstanding the foregoing to the contrary, the BOMA Standard shall not include any area below the ground floor of such space. Landlord agrees that the building in which the First Offer Space Occupancy Date for is located, any areas outside the perimeter walls of such space shall occur not earlier than ninety (90) days after the end of Tenant's Refusal Period (as hereinafter defined) for such space. Upon receipt of a First Offer Noticebuilding, Tenant may, within thirty (30) consecutive days thereafter ("Refusal Period") by written notice given to Landlord, elect to exercise its option to lease the space described in Landlord's First Offer Notice. Tenant's notice shall also specify whether or not Tenant agrees with Landlord's determination of the prevailing market rental for such space and failure to so specify shall be deemed Tenant's acceptance of Landlord's determination of the prevailing market rental. If Tenant does not exercise its option to lease the space described in any First Offer Notice, then Landlord shall be free to lease such space on any terms and conditions. (b) Tenant's rights under this Section S.5 are subject to the following conditions: (i) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of the initial Term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease pursuant to Section S.6 hereinelevator shafts, or (B) if Tenant does not exercise its right to extend the initial Term pursuant to Section S.6, Tenant shall agree that the term any base building stairwells. The rentable and usable square feet of this Lease as to any such First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (ii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of the first extension term unless (A) leased by Tenant has exercised or simultaneously exercises its right to extend the Lease for the second extension term pursuant to Section S.6 herein, or (B) if Tenant does not extend the term for the second extension term pursuant 1.4 below are subject to Section S.6 herein, Tenant shall agree that the term of this Lease as measurement and verification by Landlord’s planner/designer prior to the applicable First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five Commencement Date (5) years; (iii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of a second extension term unless Tenant shall agree that the term of this Lease as to the First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iv) Tenant's rights to lease First Offer Space shall not apply to any leasing of space to an existing tenant of the Building pursuant to an option to lease such space granted to said tenant either during a period in which Tenant did not have a right under this Section S.5 to lease such space or after Tenant failed to exercise its option under this Section S.5 to lease such space; (v) Tenant's rights to lease First Offer Space shall not apply after Tenant has subleased fifty percent (50%) or more of the Premises or assigned this Lease other than pursuant to transactions described defined in Section 13(d1.4 below) not requiring Landlord's consent; (vi) Tenant's rights to lease First Offer Space shall not apply if Tenant is then in Default under this Lease or this Lease or Tenant's possession of the Premises has been terminated. (c) If Tenant has exercised an option pursuant to this Section S.5 to lease for such First Offer Space, then, effective as of the First Offer Space Occupancy Date and provided this Lease is then in full force all such measurements and effect and Tenant is not in Default, said First Offer Space verifications shall be included in the Premises and shall be subject to all of the terms, conditions, and provisions of this lease, except as follows: (i) the rentable area of the Premises shall be increased by the rentable area of the portion of the First Offer Space so leased; (ii) the Tenant's Proportionate Share for such space shall be the percentage derived by dividing the rentable square feet of said First Offer Space so included in the Premises by the rentable area of the office space in the Building (to the extent that Tenant's Proportionate Share is a factor used in a component of Rent described in Section S.5(c)(iii)); (iii) the Base Rent for the term of demise of such First Offer Space shall be equal to the prevailing market rental as determined by Landlord, multiplied by the rentable area of the First Offer Space so included in the Premises; (iv) the term of the demise covering such portion of the First Offer Space shall commence on the First Offer Space Occupancy Date and shall expire concurrently with the Term of this Lease, unless Tenant desires to exercise its First Offer Space Option during the last three (3) years of the initial Term, first extension term, or second extension term, and Landlord and Tenant agree to extend the term of this Lease only as to such First Offer Space for a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years. (d) Landlord shall not be required to make any improvements to the First Offer Space. Such space is to be leased "as is". (e) Landlord and Tenant shall enter into a written supplement to this Lease confirming the terms, conditions, and provisions applicable to the First Offer Space as determined made in accordance with the provisions of this Section S.51.2. Tenant’s architect may consult with Landlord’s planner/designer regarding such measurements and verifications; provided, however, the determination of Landlord’s planner/designer shall be conclusive and binding upon the parties unless Tenant objects to such determination by written notice delivered to Landlord within sixty (60) days after the date Landlord gives Tenant written notice of such determination. If Tenant timely objects to any such measurements and verifications, Tenant shall have the right, within such 60-day period, to remeasure the applicable First Offer Space in accordance with the BOMA Standard and the other terms of this Section 1.2. If Tenant fails to timely elect to remeasure and complete any such remeasurement within such 60-day period, then Landlord’s final measurements shall be conclusive and binding on Landlord and Tenant. If Tenant’s remeasurement(s) undertaken within such 60-day period differs from Landlord’s measurement(s) and Tenant notifies Landlord thereof within such 60-day period, the parties shall, within thirty (30) days thereafter, attempt in good faith to resolve such differences, but if the parties cannot resolve such differences within such 30-day period, the final measurements of the applicable First Offer Space shall be resolved pursuant to binding arbitration in accordance with Section 26.32 below.

First Offer Space. (a) A, Subject to the provisions of this Section 5.5Article 33 B below, Landlord Tenant shall not have the following right of first offer to lease any portion space on the tenth (10th) of Southpoint Tower (hereafter the Building ("“First Offer Space"”). Provided there would be at least three (3) unless years remaining in the initial Term of this Lease Agreement when Tenant would begin paying rent for such First Offer Space and no default by Tenant under this Lease Agreement beyond the passage of any applicable period of cure, grace or notice has occurred and is then continuing, then in such case in the event First Offer Space becomes Available for Lease (as defined below) on or after January 1, 2009, Landlord shall notify Tenant in writing ("First Offer Notice") of (A) the rentable area and location of identify such space proposed to be leased, (B) the prevailing market rental for such space, and (C) the proposed commencement date (the "First Offer Space Occupancy Date"(“Landlord’s Notice”) and acting reasonably, Landlord shall include therewith the commencement date, the Market Rent (as defined in Article 35 below) for the Minimum Rental payable for such First Offer Space and any Tenant Inducements (as defined in Article 35 below) that Landlord is offering to provide (collectively, the “Lease Terms”). Tenant shall have a period of ten (10) days following receipt of Landlord’s Notice to elect to lease all, but not less than all, of such space. Landlord agrees that the First Offer Space Occupancy Date for any such space shall occur not earlier than ninety which is the subject of Landlord’s Notice (90) days after the end of Tenant's Refusal Period (as hereinafter defined“Subject Space”) for such space. Upon receipt a term coterminous with the remainder of a First Offer Noticethe Term of this Lease Agreement on the Lease Terms offered by Landlord, Tenant may, within thirty (30) consecutive days thereafter ("Refusal Period") by giving written notice given of such election to Landlord, elect time being of the essence (“Tenant’s Notice”). In the event such Tenant’s Notice is timely given by Tenant, the Subject Space shall be leased by Tenant from Landlord on the Lease Terms offered by Landlord and the parties shall enter into a written amendment to exercise its option this Lease Agreement memorializing same. Conversely, in the event such Tenant’s Notice is not timely given by Tenant or if Tenant notifies Landlord that it will decline to lease the space described in Landlord's First Offer Notice. Tenant's notice shall also specify whether or not Tenant agrees with Landlord's determination of the prevailing market rental for such space and failure to so specify shall be deemed Tenant's acceptance of Landlord's determination of the prevailing market rental. If Tenant does not exercise its option to lease the space described in any First Offer NoticeSubject Space, then Landlord shall be free to lease such space on any terms Subject Space to one or more third parties and conditions. (b) Tenant's Tenant shall have no further rights under this Section S.5 are subject to the following conditions: (i) Tenant's rights Article 33 A to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of the initial Term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease pursuant to Section S.6 such Subject Space. As used herein, or (B) if Tenant does not exercise its right to extend the initial Term pursuant to Section S.6, Tenant shall agree that the term of this Lease as to such First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (ii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of the first extension term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease “Available for the second extension term pursuant to Section S.6 herein, or (B) Lease” if Tenant does not extend the term for the second extension term pursuant to Section S.6 herein, Tenant shall agree that the term of this Lease as to the First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of a second extension term unless Tenant shall agree that the term of this Lease as to the First Offer Space shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iv) Tenant's rights to lease First Offer Space shall not apply to any leasing of space to an existing tenant of the Building pursuant to an option to lease such space granted to said tenant either during a period in which Tenant did not have a right under this Section S.5 to lease such space or after Tenant failed to exercise its option under this Section S.5 to lease such space; (v) Tenant's rights to lease First Offer Space shall not apply after Tenant has subleased fifty percent (50%) or more of the Premises or assigned this Lease other than pursuant to transactions described in Section 13(d) not requiring Landlord's consent; (vi) Tenant's rights to lease First Offer Space shall not apply if Tenant is then in Default under this Lease or this Lease or Tenant's possession of the Premises has been terminated. (c) If Tenant has exercised an option pursuant to this Section S.5 to lease First Offer Space, then, effective as of the First Offer Space Occupancy Date and provided this Lease is then in full force and effect and Tenant is not in Default, said First Offer Space shall be included in the Premises and shall be subject to all of the terms, conditions, and provisions of this lease, except as follows: (i) the rentable area of the Premises shall be increased by the rentable area of the portion of the First Offer Space so leased; (ii) the Tenant's Proportionate Share for such space shall be the percentage derived by dividing the rentable square feet of said First Offer Space so included in the Premises by the rentable area of the office space in the Building (to the extent that Tenant's Proportionate Share is a factor used in a component of Rent described in Section S.5(c)(iii)); (iii) the Base Rent for the term of demise of such First Offer Space shall be equal is not subject to any existing lease and is not subject to the prevailing market rental as determined by Landlord, multiplied by the rentable area expansion rights of any other tenant of the First Offer Space so included in the Premises; (iv) the term of the demise covering such portion of the First Offer Space shall commence on the First Offer Space Occupancy Date and shall expire concurrently with the Term of this LeaseBuilding; provided, unless Tenant desires to exercise its First Offer Space Option during the last three (3) years of the initial Termhowever, first extension term, or second extension term, and Landlord and Tenant agree to extend the term of this Lease only as to may make such First Offer Space Available for a period equal Lease and give Landlord’s Notice therefore as early as nine (9) months prior to the expiration of said existing lease and provided further that nothing in this Article 33 A shall be deemed to prohibit Landlord from renewing or extending the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years. (d) Landlord shall not be required to make any improvements to the First Offer Space. Such space is to be leased "as is". (e) Landlord and Tenant shall enter into of a written supplement to this Lease confirming the terms, conditions, and provisions applicable to the First Offer Space as determined in accordance lease with the provisions of this Section S.5existing tenant thereof.

First Offer Space. (a) Subject So long as at least three (3) years remain in the term of the Lease (including renewal terms), Landlord agrees, within fifteen (15) days after receipt of Tenant's written request therefor, but not more than once every six months, to notify Tenant ("Offer") of all rentable space within the provisions space designated as option space the Building as shown on Exhibit A attached hereto ("Option Space") that is either (A) not currently subject to any lease or option agreement with any other party or (B) subject to a lease which is expiring within the next succeeding six (6) months and all or substantially all of this Section 5.5, which space is not subject to any other option or lease rights of a third party or for which Landlord shall not have executed a new lease any portion or a letter of intent therefor (collectively "Offered Space"). The Offer shall relate to all of the Building ("First Offer Space") unless Landlord shall notify available Option Space described above; provided, that Tenant in writing ("First Offer Notice") may not lease less than all of (A) the rentable area and location of such space proposed to be leased, (B) the prevailing market rental for such space, and (C) the proposed commencement date (the "First Offer Space Occupancy Date"A Expansion Space" subject to the Offer. (b) for Tenant shall have the lease of such space. Landlord agrees that the First Offer Space Occupancy Date for any such space shall occur not earlier than ninety (90) days after the end of Tenant's Refusal Period (as hereinafter defined) for such space. Upon receipt of a First Offer Noticeright, Tenant may, exercisable within thirty (30) consecutive days thereafter ("Refusal Period") after Landlord gives notice of the Offer to Tenant, to accept the Offer by giving Landlord written notice given of such acceptance as provided herein, which notice shall specify the particular Offered Space accepted by Tenant. If Tenant shall reject the Offer, or shall fail to Landlordproperly accept it as aforesaid, elect to exercise its option Landlord shall have the right to lease the space described identified in Landlord's First Offer Notice. Tenant's notice shall also specify whether the Offer, or not Tenant agrees with Landlord's determination portions thereof, to other tenants free and clear of the prevailing market rental for such space and failure to so specify shall be deemed Tenant's acceptance of Landlord's determination of the prevailing market rental. If Tenant does not exercise its option to lease the space described in any First Offer Notice, then Landlord shall be free to lease such space on any terms and conditions. (b) Tenant's rights under this Section S.5 are subject to the following conditions: Section; provided that no lease of any such space (i) Tenant's rights shall be for a term of more than three (3) years (including renewal terms); (ii) shall be executed more than two (2) months prior to lease First Offer Space shall not apply to any leasing of space its commencement date; or (iii) during the last next three (3) years shall contain a base rent and tenant allowance substantially more favorable to the tenant than those set forth in the Offer, unless Landlord re- offers such space on such modified terms to Tenant pursuant to and acceptable by Tenant the terms set forth in this Section. (c) If the Offer is properly accepted by Tenant within three (3) years of the initial Term unless (A) Tenant has exercised or simultaneously exercises its right to extend the Lease pursuant to Section S.6 herein, or (B) if Tenant does not exercise its right to extend end of the initial Term pursuant to Section S.6term or the initial renewal term, Tenant shall agree that then the then current term of this Lease as to such First Offer Space shall be automatically extended for a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (ii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during end on the last three (3) years day of the first extension calendar month following the third anniversary of the date of the Offer; and the next succeeding renewal period shall be reduced by the period such term unless was so extended. (Ad) Tenant has exercised or simultaneously exercises its right to extend the Lease for the second extension term pursuant to Section S.6 hereinPromptly following Tenant's acceptance of each Offer, or and in any event within fifteen (B15) if Tenant does not extend the term for the second extension term pursuant to Section S.6 hereindays following such request, Landlord and Tenant shall agree that the term of execute an Amendment to this Lease as evidencing Tenant's acceptance of the Offer and incorporation of the additional space into the Premises. Any failure by Tenant to comply with such request shall terminate Tenant's acceptance of the First Offer Space Offer, which shall be a period equal void and of no further force and effect. The Offered Space to which the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iii) Tenant's rights to lease First Offer Space shall not apply to any leasing of space during the last three (3) years of a second extension term unless Tenant shall agree that the term of this Lease as to the First Offer Space acceptance relates shall be a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) years; (iv) Tenant's rights to lease First Offer Space shall not apply to any leasing of space to an existing tenant of the Building pursuant to an option to lease such space granted to said tenant either during a period in which Tenant did not have a right under this Section S.5 to lease such space or after Tenant failed to exercise its option under this Section S.5 to lease such space; (v) Tenant's rights to lease First Offer Space shall not apply after Tenant has subleased fifty percent (50%) or more included as part of the Premises or assigned this Lease other than pursuant to transactions described in Section 13(d) not requiring Landlord's consent; (vi) Tenant's rights to lease First Offer Space shall not apply if Tenant is then in Default under this Lease or this Lease or Tenant's possession of the Premises has been terminated. (c) If Tenant has exercised an option pursuant to this Section S.5 to lease First Offer Space, then, effective as of the First Offer Space Occupancy Date and provided this Lease is then in full force and effect and Tenant is not in Default, said First Offer Space shall be included in the Premises and shall be subject to all of the terms, conditionscovenants, conditions and provisions of this leaseLease shall apply to the such space, except provided that the annual Base Rent and Tenant's Percentage each shall be recomputed based solely on the increased square footage leased to Tenant. The Offered Space accepted by Tenant shall be delivered to Tenant in broom-clean condition, free and clear of all other tenancies, lettings, and rights of possession. (e) Following Tenant's acceptance of each Offer, Tenant shall have the right, in conformity with the requirements of Section 8 hereof, to enter the Offered Space in question in order to improve and fit-up such space for its use and occupancy. Tenant's obligation to pay Base Rent and Additional Rent payable hereunder respecting such Offered Space shall commence on the date on which the Offered Space is in a condition equivalent to Substantially Complete (as follows:applicable to the offered Space). (f) When Tenant exercises an Option, Tenant shall receive from Landlord an "Option Space Construction Allowance" (i) if the Option Space had not previously been improved and rented as finished space to a tenant on an arm's length basis, the actual cost of improvements not to exceed twenty five dollars ($25) (increased as described below) multiplied by the rentable area square footage of the Premises Option Space; or (ii) if the Option Space had been previously improved and rented as finished space to a tenant on an arm's length basis, an amount equal to the greater of (A) $10.00 per square foot or (B) twenty five dollars ($25) less the per square foot cost of the initial tenant fit-out of the Option Space in each case to be paid for costs actually incurred pursuant to plans approved by Landlord (not to be unreasonably withheld). The Option Space Construction Allowance shall be increased by the rentable area of the portion of the First Offer Space so leased; Consumer Price Index (iiPhiladelphia Area-All Urban Consumer 1982 - 84- 100) the Tenant's Proportionate Share for such space shall be the percentage derived by dividing the rentable square feet of said First Offer Space so included in the Premises by the rentable area of the office space in the Building (to the extent that Tenant's Proportionate Share is a factor used in a component of Rent described in Section S.5(c)(iii)); (iii) the Base Rent for the term of demise of such First Offer Space shall be equal to the prevailing market rental as determined by Landlord, multiplied by the rentable area of the First Offer Space so included in the Premises; (iv) the term of the demise covering such portion of the First Offer Space shall commence on the First Offer Space Occupancy Date and shall expire concurrently with the Term of this Lease, unless Tenant desires to exercise its First Offer Space Option during the last three (3) years of period from the initial Term, first extension term, or second extension term, and Landlord and Tenant agree to extend Commencement Date through the term of this Lease only as to such First Offer applicable Option Space for a period equal to the term contained in Landlord's First Offer Notice but in no event shall such term be greater than five (5) yearsCommencement Date. (dg) Landlord Nothing contained in this Section shall not be required in any way modify or release Landlord's obligation to make any improvements the Option Space available to Tenant on the First Offer Space. Such space is to be leased "as is"dates and in the manner expressed in Section 36 hereof. (e) Landlord and Tenant shall enter into a written supplement to this Lease confirming the terms, conditions, and provisions applicable to the First Offer Space as determined in accordance with the provisions of this Section S.5.