Common use of First Offer Space Clause in Contracts

First Offer Space. Landlord shall, prior to offering any First Offer Space to any prospective tenant, subtenant or other occupant, deliver to Tenant from time to time during the First Offer Period a written notice (a “Landlord Offer Notice”) offering to sublease such First Offer Space to Tenant on a commencement date described therein and expiring on the Expiration Date. If Tenant shall deliver to Landlord a written acceptance of the offer contained in any Landlord Offer Notice (any such acceptance, a “Tenant Acceptance Notice”) within ten (10) Business Days after Tenant’s receipt thereof, then, on the date on which Landlord delivers vacant possession of such First Offer Space to Tenant in the condition provided for hereunder (the “First Offer Space Inclusion Date”), 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 increased proportionately based upon the increase of space to the Premises on a per rentable square foot basis on account of the First Offer Space in question, provided that Tenant shall be entitled to an abatement of the Fixed Rent payable with respect to the First Offer Space in question equal to 180 days multiplied by a fraction, the numerator of which is the remaining term of the Lease as of the First Offer Space Inclusion Date and the denominator of which is the term of the Lease 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 confirm the occurrence thereof and the inclusion of the applicable First Offer Space 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 inclusion of the applicable First Offer Space in the Premises in accordance with this Article 12.

First Offer Space. (a) Subject to the provisions of this Section 5.5, Landlord shallshall 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, prior (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 offering 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 Space Notice, then Landlord shall be free to lease such space on any prospective tenant, subtenant or other occupant, deliver terms and conditions. (b) Tenant's rights under this Section S.5 are subject to Tenant from time the following conditions: (i) Tenant's rights to time during the First Offer Period a written notice (a “Landlord Offer Notice”) offering to sublease such 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 on a commencement date described therein and expiring on has exercised or simultaneously exercises its right to extend the Expiration Date. If 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 deliver agree that the term of this Lease as to Landlord a written acceptance of the offer contained in any Landlord Offer Notice (any such acceptance, a “Tenant Acceptance Notice”) within ten (10) Business Days after Tenant’s receipt thereof, then, on the date on which Landlord delivers vacant possession of such First Offer Space to Tenant in the condition provided for hereunder (the “First Offer Space Inclusion Date”), 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 increased proportionately based upon the increase of space a period equal to the Premises on a per rentable square foot basis on account of 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 in questionshall 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, provided that or (B) if Tenant does not extend the term for the second extension term pursuant to Section S.6 herein, Tenant shall be entitled to an abatement agree that the term of the Fixed Rent payable with respect this Lease as to the First Offer Space in question shall be a period equal to 180 days multiplied by 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 fraction, second extension term unless Tenant shall agree that the numerator of which is the remaining 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 Inclusion 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 denominator Premises and shall be subject to all of which 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 Lease as demise covering such portion of the Commencement Date (such fraction being referred to herein as the “Multiplying Fraction”). Promptly after the occurrence of a First Offer Space Inclusion Dateshall 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 confirm enter into a written supplement to this Lease confirming the occurrence thereof terms, conditions, and provisions applicable to the inclusion of the applicable First Offer Space 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 inclusion of the applicable First Offer Space in the Premises as determined in accordance with the provisions of this Article 12Section S.5.

First Offer Space. Landlord shallA, prior Subject to offering any the provisions of Article 33 B below, Tenant shall have the following right of first offer to lease space on the tenth (10th) of Southpoint Tower (hereafter the “First Offer Space to any prospective tenant, subtenant or other occupant, deliver to Space”). Provided there would be at least three (3) years remaining in the initial Term of this Lease Agreement when Tenant from time to time during the First Offer Period a written notice (a “Landlord Offer Notice”) offering to sublease would begin paying rent for such First Offer Space to 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 a commencement date described therein or after January 1, 2009, Landlord shall notify Tenant in writing and expiring on the Expiration Date. If Tenant shall deliver to Landlord a written acceptance of the offer contained in any Landlord identify such First Offer Notice Space (any such acceptance, a “Tenant Acceptance Landlord’s Notice”) within 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) Business Days after Tenantdays following receipt of Landlord’s receipt thereofNotice to elect to lease all, thenbut not less than all, on the date on which Landlord delivers vacant possession of such First Offer Space to Tenant in the condition provided for hereunder (the “First Offer Space Inclusion Date”), 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 increased proportionately based upon the increase of space to the Premises on a per rentable square foot basis on account of the First Offer Space which is the subject of Landlord’s Notice (the “Subject Space”) for a term coterminous with the remainder of the Term of this Lease Agreement on the Lease Terms offered by Landlord, by giving written notice of such election to Landlord, 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 this Lease Agreement memorializing same. Conversely, in questionthe event such Tenant’s Notice is not timely given by Tenant or if Tenant notifies Landlord that it will decline to lease the Subject Space, provided that Landlord shall be free to lease such Subject Space to one or more third parties and Tenant shall be entitled have no further rights under this Article 33 A to an abatement of the Fixed Rent payable with respect to the lease such Subject Space. As used herein, First Offer Space in question equal to 180 days multiplied by a fraction, the numerator of which is the remaining term of the Lease as of the shall be “Available for Lease” if such First Offer Space Inclusion Date is not subject to any existing lease and is not subject to the denominator expansion rights of which is the term any other tenant of the Lease 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 confirm the occurrence thereof and the inclusion of the applicable First Offer Space in the Premises by executing an instrument reasonably satisfactory to Landlord and TenantBuilding; provided, however, that failure by Landlord and Tenant to execute may make such instrument shall not affect the inclusion of the applicable First Offer Space Available for 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 the Premises in accordance with this Article 1233 A shall be deemed to prohibit Landlord from renewing or extending the term of a lease with the existing tenant thereof.

First Offer Space. Subject to the currently existing rights of “first offer” or “first refusal” of other tenants in the Building, Landlord shall, prior to offering agrees that if any part of the [ ] floor becomes available during the Term (the “First Offer Space Space”), the following will apply: (a) Prior to entering into a lease with any prospective tenant, subtenant third party for all or other occupant, deliver to Tenant from time to time during any portion of the First Offer Period a written Space, Landlord shall give Tenant notice (a the “Landlord Offer Notice”) offering of its interest in commencing negotiations to sublease lease such First Offer Space to Tenant a prospective tenant. The Notice shall designate the First Offer 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 commencement date described therein lease for comparable space, terms and expiring on the Expiration Dateconcessions); and any other material business terms, including, without limitation, any proposed tenant improvement allowance. If Tenant shall deliver to Landlord a written acceptance have 10 business days after receipt of the offer contained in any Landlord Offer Notice (any such acceptance, a “Tenant Acceptance Notice”) within ten (10) Business Days after Tenant’s receipt thereof, then, on the date on which Landlord delivers vacant possession of to lease such First Offer Space to Tenant on the terms and conditions and at the Rent set forth in the condition provided for hereunder (the “Notice; otherwise, Tenant’s rights with respect to such First Offer Space Inclusion Date”)shall terminate. Tenant’s right of First Offer shall be restored in the event Landlord does not consummate a lease transaction with a third party or, if Landlord does enter into such a lease transaction, the space subsequently becomes available during the term of this Lease. (b) If Tenant leases the First Offer Space, the First Offer Space shall become part of the Premises, Premises and Tenant agrees to commence paying Rent for such First Offer Space at the rate set forth in the Notice on the date of delivery thereof to Tenant and such First Offer Space shall be leased to Tenant for the remaining unexpired term of this Lease upon all of the same terms and conditions as provided herein (with the exception of the Rent therefor, which will be as set forth in this Lease, except Rent and other charges payable under this Lease shall each be increased proportionately based upon the increase of space Notice). (c) Notwithstanding anything to the Premises on a per rentable square foot basis on account of the First Offer Space in questioncontrary contained herein, provided that Tenant shall be entitled to an abatement only have the right of the Fixed Rent payable first offer with respect to the First Offer Space in question equal if no Event of Default has occurred and is continuing on the date of Tenant’s notice of its intention to 180 days multiplied by a fraction, lease the numerator First Offer Space or on the date of which is the remaining term of the Lease as delivery of the First Offer Space Inclusion Date and the denominator of which is the term to Tenant. (d) Prior to Landlord’s delivery of the Lease 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 Dateto Tenant, Landlord and Tenant shall confirm execute an amendment to this Lease documenting the occurrence thereof and the inclusion expansion of the applicable Premises pursuant to this Article. (e) Landlord shall have no liability to Tenant for any damages resulting from any delay in delivering possession of the First Offer Space in to Tenant if said delay is caused by the Premises by executing an instrument reasonably satisfactory to Landlord and Tenantholding over of a previous tenant of the First Offer Space; provided, howeverthat Landlord shall take all action reasonably necessary, that failure by Landlord and Tenant including required legal proceedings, to execute such instrument shall not affect the inclusion secure possession of the applicable First Offer Space in the Premises in accordance with this Article 12Space.

First Offer Space. Landlord shall, prior to offering The rentable and usable square feet of any First Offer Space to any prospective tenant, subtenant or other occupant, deliver to Tenant from time to time during the First Offer Period a written notice (a “Landlord Offer Notice”) offering to sublease such and/or Rejected First Offer Space 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 applicable square footage amounts to Tenant on a commencement 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 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 described therein and expiring on the Expiration DateLandlord gives Tenant written notice of such determination. If Tenant shall deliver timely objects to Landlord a written acceptance of the offer contained in any Landlord Offer Notice (any such acceptancemeasurements, a “Tenant Acceptance Notice”) shall have the right, within ten (10) Business Days after Tenant’s receipt thereofsuch 60-day period, then, on to re-measure the date on which Landlord delivers vacant possession of such applicable First Offer Space to Tenant in the condition provided for hereunder (the “or Rejected First Offer Space Inclusion Date”)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 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 and/or Rejected First Offer Space shall become part be resolved pursuant to binding arbitration in accordance with Section 26.32 below. If any measurements and/or re-measurements pursuant to the forgoing provisions of this Section 1.2.2 determine that the rentable square feet of the Premises, upon all of applicable First Offer Space and/or Rejected First Offer Space shall be different from the terms and conditions amounts thereof set forth in this Lease, except Rent then Landlord shall modify all amounts, dollar amounts, percentages and other charges payable under figures appearing or referred to in this Lease shall each be increased proportionately which are calculated based upon the increase of space such applicable rentable and/or usable square feet to the Premises on a per rentable conform to such corrected square foot basis on account of the First Offer Space in question, provided that Tenant footage amounts therefor. Any such modifications shall be entitled to an abatement of the Fixed Rent payable with respect to the First Offer Space confirmed in question equal to 180 days multiplied by a fraction, the numerator of which is the remaining term of the Lease as of the First Offer Space Inclusion Date and the denominator of which is the term of the Lease 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 confirm the occurrence thereof and the inclusion of the applicable First Offer Space in the Premises by executing an instrument reasonably satisfactory to Landlord and Tenant; provided, however, that failure writing by Landlord and Tenant to execute such instrument shall not affect the inclusion of the applicable First Offer Space in the Premises in accordance with this Article 12Tenant.

First Offer Space. Landlord shall, prior to offering any First Offer Space to any prospective tenant, subtenant or other occupant, deliver to Tenant from During the period of time to time during the First Offer Period a written notice (a “Landlord Offer Notice”) offering to sublease such First Offer Space to Tenant on a commencement date described therein and expiring on the Expiration Date. If Tenant shall deliver to Landlord a written acceptance of the offer contained in any Landlord Offer Notice (any such acceptance, a “Tenant Acceptance Notice”) within ten (10) Business Days after Tenant’s receipt thereof, then, on the date on which Landlord delivers vacant possession of such First Offer Space to Tenant in the condition provided for hereunder (the “First Offer Space Inclusion DatePeriod”) commencing on the date of execution of this Lease and continuing until the end of the initial Lease Term (subject, however to the 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 1.4, the applicable First Offer Space shall first 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 increased proportionately based upon the increase of space available for lease immediately prior to the Premises on a per rentable square foot basis on account of first time within the First Offer Space in questionPeriod that Landlord intends to accept from a third party (excluding existing tenants of such First Offer Space, provided that Tenant shall be entitled to an abatement affiliates of any such existing tenants, holders of the Fixed Rent payable Superior Rights [as hereinafter defined], and with respect to the any First Offer Space in question equal to 180 days multiplied by a fraction, located on the numerator of which is the remaining term fourth (4th) floor of the Lease as 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 Inclusion Date and the denominator of which is the term of the Lease as of the Commencement Date (such fraction being referred to herein as the “Multiplying FractionThird Party Proposal”). Promptly after Notwithstanding anything herein to the occurrence contrary: (i) Tenant’s right of a First Offer Space Inclusion Date, Landlord first offer set forth herein shall be subject and Tenant shall confirm subordinate to (A) the occurrence thereof right of first offer and the inclusion lease term extension option to lease all or any portion of the applicable First Offer Space currently contained (as of the date of mutual execution and delivery of this Lease) in Landlord’s existing lease of space on the Premises by executing an instrument reasonably satisfactory to Landlord third (3rd) floor of the Building with Patriot National Insurance Group, Inc., and Tenant; provided(B) all rights of expansion, howeverrenewal, that failure by Landlord and Tenant to execute such instrument shall not affect the inclusion extension, first refusal, first offer or similar rights for all or any portion of the applicable First Offer Space 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 applicable First Offer Space with a new, non-affiliated third party tenant which is not NYLIC or a Superior Rights holder, which lease has a lease term that will commence after the expiration or termination of the lease term of the NYLIC Lease (including following the expiration or termination of any extension of such lease term of the NYLIC Lease whether pursuant to a formal extension option contained in the Premises in accordance with this Article 12NYLIC Lease or otherwise).

First Offer Space. Landlord Landlord, shall, prior to offering advertising the availability for, lease of any First Offer Space to any prospective tenant, subtenant or other occupantin the general leasing market, deliver to Tenant from time to time during the First Offer Period a written notice (a “"Landlord Offer Notice”") offering to sublease such First Offer Space to Tenant on a commencement date described therein and expiring on the Expiration Date. If Tenant shall deliver to Landlord a written acceptance acceptance, of the offer contained in any Landlord Offer Notice (any such acceptance, a “"Tenant Acceptance Notice”") within ten (10) Business Days after Tenant’s 's receipt thereof, then, on the date on which then Landlord delivers vacant possession of and Tenant shall promptly enter into an amendment to this Lease adding such First Offer Space to Tenant the definition of "Premises" contained herein at the Fair Market Rent therefor as determined in accordance with Section 12.03 below and with such other amendments to this Lease as Landlord may reasonably require; including without limitation, an increase in the condition provided for hereunder (the “First Offer Space Inclusion Date”), Tenant's Share to reflect such First Offer Space Space. If Tenant shall become part of the Premisesfail to Deliver, upon all of the terms and conditions set forth in this Leasea Tenant Acceptance Notice within such ten (10) Business Day period, except Rent and other charges payable then Tenant's rights, under this Lease shall each be increased proportionately based upon the increase of space to the Premises on a per rentable square foot basis on account of the First Offer Space in question, provided that Tenant shall be entitled to an abatement of the Fixed Rent payable Article 12 with respect to the First Offer Space described in question equal the corresponding Landlord Offer Notice shall be deemed to 180 days multiplied by a fractionhave been waived and relinquished, the numerator of which is the remaining term of the Lease as of the and Landlord shall at all times thereafter be entitled to offer, show, market and lease such First Offer Space Inclusion Date to others at such rental and the denominator of which is the term of the Lease upon such terms 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 confirm the occurrence thereof and the inclusion of the applicable First Offer Space 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 inclusion of the applicable First Offer Space in the Premises in accordance with this Article 12its sole discretion may desire.

First Offer Space. Landlord shall, prior to offering any The Base Rental for First Offer Space leased by Tenant pursuant to any prospective tenant, subtenant or other occupant, deliver to Tenant from time to time during the First Offer Period Right shall be at a written notice per annum rate equal to the product obtained by multiplying (a “Landlord Offer Notice”a) offering to sublease such First Offer Space to Tenant on a commencement date described therein and expiring on the Expiration Date. If Tenant shall deliver to Landlord a written acceptance Market Base Rental Rate as of the offer contained in any Landlord Offer Notice (any such acceptance, a “Tenant Acceptance Notice”) within ten (10) Business Days after Tenant’s receipt thereof, then, on the date on which Landlord delivers vacant possession of such First Offer Space to Tenant in the condition provided Rent Determination Date for hereunder (the “First Offer Space Inclusion Date”), 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 increased proportionately based upon the increase of space to the Premises on a per rentable square foot basis on account of the First Offer Space in question, provided that Tenant shall be entitled to an abatement of the Fixed Rent payable with respect to the First Offer Space in question equal by (b) ninety percent (90%). Such rate shall apply until the Base Rental rate for such space is determined and becomes effective pursuant to 180 days multiplied by a fractionSection 6.1.2 in connection with the next occurring Extension Term, if any. In determining the numerator Market Base Rental for any First Offer -28- Space applicable to the period, if any, from the commencement of which is the remaining term accrual of the Lease as of the Base Rental for such First Offer Space Inclusion Date and to the denominator of which is the term commencement of the Lease as next occurring Extension Term, if any, the following adjustments shall be made; (y) if the time period that such rate applies is less than five (5) years, such time period shall be deemed to be five (5) years; and (z) there shall be taken into consideration the effect on the Market Base Rental Rate of any Superior Rights, if any, applicable to such space, including the Expansion Options, if any, held by Tenant with respect to such space which have a scheduled delivery date under Section 8.1 either prior to the commencement of the Commencement Date next Extension Term or within any deemed five (5) year time period as provided in clause (y) above and, if the Market Base Rental Rate is reduced by any such fraction being referred to herein as Expansion Option held by Tenant, then the “Multiplying Fraction”). Promptly amount of such reduction shall also be determined and such Market Base Rental Rate shall be increased by the amount of such reduction for the period after the occurrence of a First Offer Space Inclusion Datescheduled delivery date for such space under such Expansion Option, whether or not such Expansion Option is exercised. If Landlord and Tenant shall confirm do not agree on the occurrence thereof and the inclusion of the applicable Market Base Rental Rate for any First Offer Space in Space, then the Premises Market Base Rental Rate shall be determined 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 inclusion of the applicable First Offer Space in the Premises in accordance with this Article 12Arbitration.

First Offer Space. (a) So long as at least three (3) years remain in the term of the Lease (including renewal terms), Landlord shallagrees, prior within fifteen (15) days after receipt of Tenant's written request therefor, but not more than once every six months, to offering any First Offer Space notify Tenant ("Offer") of all rentable space within the 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 prospective tenantlease 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 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 or a letter of intent therefor (collectively "Offered Space"). The Offer shall relate to all of the available Option Space described above; provided, subtenant or other occupantthat Tenant may not lease less than all of the "A Expansion Space" subject to the Offer. (b) Tenant shall have the right, deliver exercisable within thirty (30) days after Landlord gives notice of the Offer to Tenant from time Tenant, to time during accept the First Offer Period a by giving Landlord written notice (a “Landlord Offer Notice”) offering to sublease of such First Offer acceptance as provided herein, which notice shall specify the particular Offered Space to Tenant on a commencement date described therein and expiring on the Expiration Dateaccepted by Tenant. If Tenant shall deliver reject the Offer, or shall fail to properly accept it as aforesaid, Landlord shall have the right to lease the space identified in the Offer, or portions thereof, to other tenants free and clear of Tenant's rights under this Section; provided that no lease of any such space (i) shall be for a written term of more than three (3) years (including renewal terms); (ii) shall be executed more than two (2) months prior to its commencement date; or (iii) during the 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 end of the initial term or the initial renewal term, then the then current term shall be automatically extended for a period to end on the last day of the first 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 was so extended. (d) Promptly following Tenant's acceptance of each Offer, and in any event within fifteen (15) days following such request, Landlord and Tenant shall execute an Amendment to this Lease evidencing Tenant's acceptance of the offer contained 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 Offer, which shall be void and of no further force and effect. The Offered Space to which the Tenant's acceptance relates shall be included as part of the Premises and all of the terms, covenants, conditions and provisions of this Lease shall apply to the such space, 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 any Landlord Offer Notice broom-clean condition, free and clear of all other tenancies, lettings, and rights of possession. (any 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 acceptance, a “Tenant Acceptance Notice”) within ten (10) Business Days after space for its use and occupancy. Tenant’s receipt thereof, then, '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 applicable to the offered Space). (f) When Tenant exercises an Option, Tenant shall receive from Landlord delivers vacant possession 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 such First Offer Space improvements not to Tenant in exceed twenty five dollars ($25) (increased as described below) multiplied by the condition provided for hereunder (the “First Offer Space Inclusion Date”), such First Offer Space shall become part rentable square footage of the PremisesOption 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, upon all 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 terms and conditions set forth initial tenant fit-out of the Option Space in this Lease, except Rent and other charges payable under this Lease 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 each be increased proportionately based upon by the increase of space to Consumer Price Index (Philadelphia Area-All Urban Consumer 1982 - 84- 100) during the Premises on a per rentable square foot basis on account of the First Offer Space in question, provided that Tenant shall be entitled to an abatement of the Fixed Rent payable with respect to the First Offer Space in question equal to 180 days multiplied by a fraction, the numerator of which is the remaining term of the Lease as of the First Offer Space Inclusion Date and the denominator of which is the term of the Lease as of period from 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 confirm the occurrence thereof and the inclusion of through the applicable First Offer Option Space Commencement Date. (g) Nothing contained in this Section shall in any way modify or release Landlord's obligation to make the Option Space available to Tenant on the dates and 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 inclusion of the applicable First Offer Space manner expressed in the Premises in accordance with this Article 12Section 36 hereof.

First Offer Space. Landlord shallFor purposes hereof, prior to offering the “usable square feet” and “rentable square feet” of any First Offer Space 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 “BOMA Standard”); provided, however, that notwithstanding the foregoing to the contrary, the BOMA Standard shall not include any prospective tenant, subtenant or other occupant, deliver to Tenant from time to time during area below the ground floor of the building in which the First Offer Period a written notice (a “Landlord Offer Notice”) offering to sublease Space is located, any areas outside the perimeter walls of such building, any elevator shafts, or any base building stairwells. The rentable and usable square feet of any such First Offer Space leased by Tenant pursuant to Section 1.4 below are subject to measurement and verification by Landlord’s planner/designer prior to the applicable First Offer Commencement Date (as defined in Section 1.4 below) for such First Offer Space, and all such measurements and verifications shall be made in accordance with the provisions of this Section 1.2. 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 on a commencement objects to such determination by written notice delivered to Landlord within sixty (60) days after the date described therein and expiring on the Expiration DateLandlord gives Tenant written notice of such determination. If Tenant shall deliver timely objects to Landlord a written acceptance of the offer contained in any Landlord Offer Notice (any such acceptancemeasurements and verifications, a “Tenant Acceptance Notice”) shall have the right, within ten (10) Business Days after Tenant’s receipt thereofsuch 60-day period, then, on to remeasure the date on which Landlord delivers vacant possession of such First Offer Space to Tenant in the condition provided for hereunder (the “First Offer Space Inclusion Date”), 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 increased proportionately based upon the increase of space to the Premises on a per rentable square foot basis on account of the applicable First Offer Space in questionaccordance 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, provided that Tenant then Landlord’s final measurements shall be entitled to an abatement of the Fixed Rent payable with respect to the First Offer Space in question equal to 180 days multiplied by a fractionconclusive 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 numerator of which is parties shall, within thirty (30) days thereafter, attempt in good faith to resolve such differences, but if the remaining term of parties cannot resolve such differences within such 30-day period, the Lease as of the First Offer Space Inclusion Date and the denominator of which is the term of the Lease 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 confirm the occurrence thereof and the inclusion final measurements of the applicable First Offer Space in the Premises by executing an instrument reasonably satisfactory shall be resolved pursuant to Landlord and Tenant; provided, however, that failure by Landlord and Tenant to execute such instrument shall not affect the inclusion of the applicable First Offer Space in the Premises binding arbitration in accordance with this Article 12Section 26.32 below.