Promptly after Landlord determines that a First Offer Space is or shall become available for lease to third parties, Landlord shall give Tenant written notice (the " First Offer Notice ") that the First Offer Space will or has become available for lease to third parties (as such availability is reasonably determined in good faith by Landlord) pursuant to the terms of Tenant's Right of First Offer. (The First Offer Notice may be conditioned on the failure of a holder of Superior Rights to lease the First Offer Space.) The First Offer Notice shall set forth the material terms upon which Landlord is willing to lease the First Offer Space to Tenant, including, but not limited to: (i) the Base Rent, which shall equal Landlord's good faith estimate of the Prevailing Market Rate of the First Offer Space for the proposed term; (ii) the tenant improvements Landlord proposes to install and/or any tenant improvement allowance that Landlord proposes to pay to a tenant in connection with a lease of the First Offer Space; (iii) the anticipated date upon which possession of such First Offer Space will be available; (iv) any other material economic terms that Landlord is proposing; and (v) such other matters as Landlord in its commercially reasonable judgment may wish to include as proposed terms.