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Schedule Riaht or First Offer I CrC_ant. Subject to all of the terns and conditions of this Exhibit 'T' Tenant shall have lie right (the "Right of First Offer") to elect to lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Term, The "First Right Space" Or any space on the second (2"a) floor of the Building dint is not within the Premises. A portion of the First Right Space shall be "Available For Lease" iE (a) Landlord receives a Third Party Offer (defined below) with respect to such space, (b) such space is vacant or is scheduled to become vacant within six (6) months, and (c) such space is not subject to any then existing expansion or renewal rights orally type that is or are set forth in oily lease affecting space in the Project, "A Third Party Offer" means any written offer or proposal for the louse of all or any Portion of the First Right Space that is delivered by Landlord to a third party, or that is received by Landlord from a third party, in either case, on ternis that are acceptable to Landlord (excluding oily such offers or proposals that either: (i) relate to any expansion or renewal rights that are set Forth In any lease affecting space in the project that exists as of the Effective Date or (fi) are for the renewal or extension of the tern of fie lease for any then existing tenant of the applicable portion of the First Right Space). Procedure for Offer and Acceptance. 2.1 First Offer Notfcc. Subject to the terms and conditions of this Schedule 11J-21, if all or any portion of the First Right Space becomes Available for Lease, Landlord shall notify Tenant thereof in writing (the "First Offer Notice"). The First Offer Notice shall also: (a) describe (arid state the Rentable Area of) the portion of the First Right Space that is then Available for Lease (the "Offered First (tight Space"), (b) state the date (the "Offered Space Scheduled Commencement Dale") upon which Landlord then believes the Offered First Right Space will be available for delivery to Tenant, (c) state Landlord's determination of tie economic temps (including the Base Rent, Bose Year, Improvement Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant (the "Offered Terms"), and (d) state that the expiration or Tenant's lease of the First Right Space shall be coterminous with the lease for the Promises, provided that; (i) if there shall be less than five (5) years remaining in the Terri as of the at the Offered Space Scheduled Commencement Date for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise of its Right of First Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising an Extension Option (with it being understood and agreed that Tenant shall have no right under this Schedule "1-2' to lease oily portion of the First Right Space for which the Offered Space Scheduled Commencement Date Will occur during the last five (5) years of the Tern unless, (A) at such time, Tenant shall have an unexercised Extension Option and (B) Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option, 2.2 Tenant's Acceptance Notice, Tenant may exercise its right to lease the Offered First Right Space identified In Ely First Offer Notice only by delivering to Landlord, not more then ten (10) business days after Landlord's delivery of the applicable First Offer Notice, written notice ("Tenant's Acceptance Notice") stating that 'recent accepts Landlord's otter to lease the Offered First Right Space. If Tenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery ol'ony First Offer Notice, time being of file essence; then subject to Section 2.3 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First Right Space mid, Landlord shall be free to lease the Offered First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlord it, its sole discretion may desire. 23 Landlord's Obfieation to Re -Offer. Notwithstanding die foregoing, before leasing any Offered First Right Space to any other person or entity on economic terms that me more than ten percent (10%) more favorable (on an annualized not effective rent basis) than die Offered Terms specified in the First Offer Notice, subject to all ofthe terms and conditions of this Schedule "J-o", Landlord must re -offer such Offered Fist Right Space to Tenant on the more favorable economic terms by delivering another First Ofrer Notice with respect to such space in accordance with Section 2.1 of this Schedule "J-2" and Tenant shall again hnve the right to elect to lease such space by delivering a Tenant's ROM Acceptance Notice in accordance with Section 112fb1 of this Schedule 11.I-2" provided that Tenant shall have only five (5) business days after receipt of any such First Offer Notice within which to deliver its 'Tenant's Acceptance Notice with respect to such Offered First Right Space that is re -offered to Tenant in accordance with this Section 2.3, 'term; Itentr Other 1'm•uis. 3.1 if Tenant duly exercises its Right of First Offer in accordance with this Schedule "J-2" with respect to any Offered First Right Space that is identified in any First Offer Notice (any such space "Leased First Right Space"). then; (a) the term orthe lease orsuch Leased First Right Space shall commence upon the (late (die "first Right Commencement Date") that Landlord tenders to Tenant delivery of possession of such Leased First Right Space, (b) the expiration of Tenant's lease arrive Leased First Right Spice shell be coterminous with the lenminadon of the Lease I'or the then existing Premises, (c) except as expressly provided to the contrary in this Schedule "J-2" , the remaining terns ofTena['s lease of such Leased First Bight Space shall be the terms and conditions of this Lease (pr(Wided that all provisions of the Lease which vary based upon the Rentable Area of the Premises shall be adjusted to rellect the addition ofthe Lensed First Right Space to the premises) and (b) Landlord and Tenant shall reasonably promptly lherealler execute an amendinent to this Lease for such Leased First Right Space upon the tcrnhs and conditions as set forth in the First Offer Notice. subject to (he provisions orthis Suhedole 12 1'he nmmhly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO Rent!") Shall continence on thm e applicable First Right Commencement Date and shall be equal to the product ill'; (a) the runner of square feet ur Rentable Area contained in such teased First Right Space and (b) the FhIRR for such Leased First Right Spice. frill (lie applicable Acceptance Notice, Tenant expressly rejects Landlord's determination of the FMRR (and ROFO Rent) for the applicable Lensed First Right Space, then [lie FMRR (and ROFO Rent) for such Leased First Right .Space shall he deten»ined in accordance with Schedule "J-7•', provided thin if the FMRR (arid ROFO Rent) for 'lily Leased First Right Spice shall not be determined is of the First Right Cunmmenceman Dale. the parties shall utilize Landlord's Submitted FMRR (defined below) to determine the ROfO Ran for the applicable Leased First Right Space• and if Ien int's Submitled FMRR shall be ultimately selected posunnt to 8a( W'Cirir Center Or-Ciq' n/'Snnrrt:4rrn Lena .3- I'.xhihir 1