Common use of Exercise of Right to Lease RFO Premises Clause in Contracts

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("Landlord's Notice") not sooner than twelve (12) months or, except in the event of an early termination of the subject lease, later than three (3) months before an RFO Premises will become available for lease to Tenant. Landlord's Notice shall set forth the exact location of the RFO Premises and Landlord's designation of the Fair Market Rental Value (as defined in Paragraph 4 of the Rider to Lease) applicable to the RFO Premises. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within fourteen (14) days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's Notice, to lease the RFO Premises. If Tenant fails timely to give Tenant's Exercise Notice, Tenant shall have no further right to lease such RFO Premises pursuant to this Paragraph 5, provided however, that (i) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord that is less than ninety percent (90%) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months after the date of the most recently delivered Landlord's Notice with respect to such RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease). Upon the timely giving of Tenant's Exercise Notice, Landlord shall automatically be deemed to have leased and demised to Tenant and Tenant shall automatically be deemed to have hired and taken from Landlord, such RFO Premises, upon all of the same terms and conditions of this Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("“Landlord's ’s RFO Notice"”) not sooner than twelve (12) months orat the time that Landlord determines, except in the event of an early termination of the subject leaseas aforesaid, later than three (3) months before that an RFO Premises will become available for lease to Tenant. Landlord's ’s RFO Notice shall set forth the exact location and size of the RFO Premises and Premises, Landlord's ’s designation of the Fair Market Rental Value (as defined in Paragraph 4 Subparagraph (e) of the Rider Section 30.16 above, but ignoring all references to Lease) “renewal” applicable to the RFO PremisesPremises and the RFO Premises Commencement Date. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within fourteen ten (1410) business days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's ’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant fails does not timely to give and properly provide either an RFO Exercise Notice or Tenant's Exercise ’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease such all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights to all other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Paragraph 5, provided however, Section 30.17. Notwithstanding the foregoing if the RFO Premises that (i) Landlord were the subject of Landlord’s RFO Notice shall not lease such RFO Premises to any entity be leased (other than any which term shall include a letter of intent that results in a lease) by the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord date that is less than ninety percent one (90%1) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months year after the date of the most recently delivered Landlord's deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease). Upon the timely giving of Tenant's Exercise Notice, Landlord shall automatically be deemed to have leased and demised to Tenant and Tenant shall automatically be deemed to have hired and taken from Landlord, such RFO Premises, upon all of the same terms and conditions of this Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("“Landlord's ’s RFO Notice"”) not sooner than twelve (12) months orat the time that Landlord determines, except in the event of an early termination of the subject leaseas aforesaid, later than three (3) months before that an RFO Premises will become available for lease to Tenant. Landlord's ’s RFO Notice shall set forth the exact location and size of the RFO Premises and Premises, Landlord's ’s designation of the Fair Market Rental Value (as defined in Paragraph 4 Subparagraph (e) of the Rider Section 29.16 above, but ignoring all references to Lease“renewal”) applicable to the RFO PremisesPremises and the RFO Premises Commencement Date. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within fourteen ten (1410) business days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's ’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Xxxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant fails does not timely to give and properly provide either an RFO Exercise Notice or Tenant's Exercise ’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease such all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Paragraph 5, provided however, Section 29.17. Notwithstanding the foregoing if the RFO Premises that (i) Landlord were the subject of Landlord’s RFO Notice shall not lease such RFO Premises to any entity be leased (other than any which term shall include a letter of intent that results in a lease) by the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord date that is less than ninety percent one (90%1) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months year after the date of the most recently delivered Landlord's deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease). Upon the timely giving of Tenant's Exercise Notice, Landlord shall automatically be deemed to have leased and demised to Tenant and Tenant shall automatically be deemed to have hired and taken from Landlord, such RFO Premises, upon all of the same terms and conditions of this Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("Landlord's Notice") not sooner than twelve (12) months or, except in at the event of an early termination of time that Landlord intends to offer the subject lease, later than three (3) months before an RFO Premises will become available for lease to Tenantlease. Landlord's Notice shall set forth the exact location Total Usable Area of the new Premises (including the RFO Premises), Tenant's new Pro Rata Share (including the Premises and RFO Premises based on the formula set forth in Section 3(d) of this Lease), the Base Rent applicable to such new Premises (including the RFO Premises, based on the formula set forth in Section 3(a) of this Lease) and the Commencement Date for the RFO Premises. The only improvements to the RFO Premises which Landlord agrees to make is the Building Standard Work set forth in Exhibit B hereto. The cost of those improvements shall be allocated between Landlord and Tenant as follows: Landlord's designation share of the Fair Market Rental Value (as defined costs shall be a fraction, the numerator of which is the number of months remaining in Paragraph 4 the initial term of this Lease at the time of Landlord's Notice, and the denominator of which is the total number of months in the initial term of this Lease, or, if Landlord's Notice is given during the extension term, a fraction, the numerator of which is the number of months remaining in the extension term and the denominator of which is the total number of months in the extension term; and Tenant's share of the Rider costs shall be the balance; provided, however, if Landlord's Notice is given during the initial term of the Lease, and Tenant, within thirty (30) business days after receipt of Landlord's Notice, exercises its right to Lease) applicable extend this Lease with respect to both the Premises and the RFO Premises, as provided in Section 36 hereof, then Landlord shall be responsible for the entire cost of said improvements to the RFO Premises. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within fourteen five (14) 5)business days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt giving of Landlord's Notice, to lease the RFO Premises. If Tenant fails timely to give Tenant's Exercise Noticesuch notice in the time period set forth herein, Tenant shall have no further right to lease such the RFO Premises pursuant to this Paragraph 5, provided however, that (i) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord that is less than ninety percent (90%) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months after the date of the most recently delivered Landlord's Notice with respect to such RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease)Section 38. Upon the timely giving of Tenant's Exercise Noticesuch notice, Landlord shall automatically be deemed lease the RFO Premises to have leased and demised to Tenant and Tenant shall automatically be deemed to have hired and taken from Landlord, such RFO PremisesTenant, upon all of the same terms and conditions of this Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("“Landlord's ’s Notice"”) not sooner than twelve (12) months orat the time that Landlord determines, except in as aforesaid, that the event of an early termination RFO Premises will become Available for Lease to Tenant. Landlord’s Notice shall set forth Landlord’s reasonable determination of the subject leasePrevailing Market Rent (as defined in Exhibit H) applicable to the RFO Premises and the RFO Premises Commencement Date. Tenant may lease such RFO Premises in its entirety only, later by delivering written notice of exercise to Landlord (“Tenant’s RFO Exercise Notice”) within seven (7) business days after the date of Landlord’s Notice. If Tenant disagrees with Landlord’s reasonable determination of the Prevailing Market Rent, Tenant shall so state in Tenant’s RFO Exercise Notice, and the matter shall be submitted to a broker determination in accordance with the provisions of Exhibit H hereof. Notwithstanding the foregoing, Tenant shall have no right to exercise its Right of First Offer if less than three (3) months before an RFO Premises will become available for lease to Tenant. Landlord's Notice shall set forth years remain in the exact location Term of the Lease unless Tenant, simultaneously with delivering Tenant’s RFO Premises and Landlord's designation of the Fair Market Rental Value (as defined in Paragraph 4 of the Rider to Lease) applicable to the RFO Premises. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given , also validly exercises its Extension Option in accordance with Section 9.18 hereof (Tenant recognizing that in accordance with Section 9.18(B), Landlord is not obligated to Landlord within deliver Landlord’s Rent Quotation until the date fourteen (14) days months prior to the end of the then-current Term). In any case where Tenant has no right to exercise its Right of First Offer (orthat is, in during the event last three (3) years of an early termination the Term of a lease of any RFO Premisesthe Lease if Tenant does not have the ability to exercise its Extension Option, thirty (30) days) after or if the receipt of ROFO Conditions are not met), Landlord shall not be obligated to deliver Landlord's Notice, ’s Notice to lease the RFO PremisesTenant. If Tenant fails to timely to give Tenant's ’s RFO Exercise Notice, Tenant shall have no further right to lease such the RFO Premises pursuant to this Paragraph 5Premises, provided however, that (i) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord that is less than ninety percent (90%) of Landlord's designation of Fair Market Rental Value except as specifically set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaidSection 9.25(G) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months after the date of the most recently delivered Landlord's Notice with respect to such RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease). Upon the timely giving of Tenant's Exercise Notice, Landlord shall automatically be deemed to have leased and demised to Tenant and Tenant shall automatically be deemed to have hired and taken from Landlord, such RFO Premises, upon all of the same terms and conditions of this Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forthbelow.

Exercise of Right to Lease RFO Premises. If Tenant has, within one hundred eighty (180) days prior to the date that an RFO Premises becomes available for lease to Tenant, given Landlord a written request ("Tenant's Request") advising Landlord that Tenant is interested in leasing any RFO Premises, then Landlord shall give Tenant written notice ("Landlord's Notice") not sooner than twelve (12) months orat the time that Landlord determines, except in the event of an early termination of the subject leaseas aforesaid, later than three (3) months before an that RFO Premises will become available for lease to Tenant. Notwithstanding anything to the contrary herein contained, Landlord shall have no obligation to give Tenant Landlord's Notice in respect of any RFO Premises unless Tenant has, within one hundred eighty (180) days prior to the date that such RFO Premises become available for lease to Tenant, given Landlord Tenant's Request. Tenant shall have the right to give Tenant's Request in respect of any RFO Premises from time to time during the term of the Lease until Tenant's right to lease such RFO Premises has lapsed. Landlord's Notice shall set forth the exact location of the RFO Premises and Landlord's designation of the Fair Market Rental Value (as defined in Paragraph 4 of the Rider to Leasehereinafter defined) applicable to the such RFO Premises, the Specified Commencement Date in respect of such RFO Premises, the exact location of such RFO Premises and the Termination Date in respect of such RFO Premises if such Termination Date shall occur earlier than would otherwise have occurred pursuant to Subparagraph C.(3)(A) of this Paragraph 4. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within fourteen twenty (1420) days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's Notice, to lease the such RFO Premises. If Tenant fails timely to give Tenant's Exercise Notice, Tenant shall have no further right to lease such RFO Premises pursuant to this Paragraph 5, provided however, that (i) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord that is less than ninety percent (90%) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months after the date of the most recently delivered Landlord's Notice with respect to such RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease). Upon the timely giving of Tenant's Exercise Noticesuch notice, Landlord shall automatically be deemed to have leased lease and demised demise to Tenant and Tenant shall automatically be deemed to have hired hire and taken take from Landlord, such RFO Premises, upon all of the same terms and conditions of this the Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("Landlord's Notice") not sooner than twelve (12) months orat the time that Landlord determines, except in the event of an early termination of the subject leaseas aforesaid, later than three (3) months before that an RFO Premises will become available for lease to Tenant. Landlord's Notice shall set forth the exact size and location of the RFO Premises and Premises, Landlord's designation of the Fair Market Rental Value (as defined in Paragraph 4 of the Rider to Lease8 above) applicable to such RFO Premises and the Commencement Date in respect of such RFO Premises. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within fourteen ten (1410) days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's Notice, to lease the such RFO Premises. If Tenant fails timely to give Tenant's Exercise Notice, Tenant shall have no further right to lease such RFO Premises pursuant to this Paragraph 59; provided, provided however, that (i) Landlord such failure shall not lease such RFO Premises to any entity (other than any of the Original prohibit Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord that is less than ninety percent (90%) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months after the date of the most recently delivered Landlord's Notice with respect to such RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's exercising its right to lease the any other RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes which may thereafter become available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease)Tenant. Upon the timely giving of Tenant's Exercise Notice, Landlord shall automatically be deemed to have leased lease and demised demise to Tenant and Tenant shall automatically be deemed to have hired hire and taken take from Landlord, such RFO Premises, upon all of the same terms and conditions of this the Lease including, without limitation, the provisions regarding Tenant's Extension Option(as hereby amended), except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("“Landlord's ’s Notice"”) not sooner than twelve (12) months orat the time that Landlord determines, except in the event of an early termination of the subject leaseas aforesaid, later than three (3) months before that an RFO Premises will become available for lease to Tenant. Landlord's ’s Notice shall set forth the exact location and size of the RFO Premises and Premises, Landlord's ’s designation of the Fair Market Rental Value (as defined in Paragraph 4 Subparagraph (e) of the Rider Section 29.16 above, but ignoring all references to Lease“renewal”) applicable to the RFO PremisesPremises and the RFO Premises Commencement Date. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within fourteen five (145) business days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's ’s Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s Notice (“Tenant’s Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides Tenant’s Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as set forth in Section 29.16(e)(ii) above. If the dispute between the parties as to a Fair Market Rental Value for the RFO Premises has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the average of the last rental rates designated by Tenant and Landlord during the Negotiation Period until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant fails does not timely to give and properly provide either Tenant's ’s Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease such all or any portion of the RFO Premises which were the subject of Landlord’s Notice, but shall continue to have rights other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Paragraph 5, provided however, that (i) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord that is less than ninety percent (90%) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months after the date of the most recently delivered Landlord's Notice with respect to such RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease). Upon the timely giving of Tenant's Exercise Notice, Landlord shall automatically be deemed to have leased and demised to Tenant and Tenant shall automatically be deemed to have hired and taken from Landlord, such RFO Premises, upon all of the same terms and conditions of this Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forthSection 29.17.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("“Landlord's ’s RFO Notice"”) not sooner than twelve (12) months orat the time that Landlord determines, except in the event of an early termination of the subject leaseas aforesaid, later than three (3) months before that an RFO Premises will become available for lease to Tenant. Landlord's ’s RFO Notice shall set forth the exact location and size of the RFO Premises and Premises, Landlord's ’s designation of the Fair Market Rental Value (as defined in Paragraph 4 Subparagraph (e) of the Rider Section 29.16 above, but ignoring all references to Lease“renewal”) applicable to the RFO PremisesPremises and the RFO Premises Commencement Date. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within fourteen ten (1410) business days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's ’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant fails does not timely to give and properly provide either an RFO Exercise Notice or Tenant's Exercise ’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease such all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Paragraph 5, provided however, Section 29.17. Notwithstanding the foregoing if the RFO Premises that (i) Landlord were the subject of Landlord’s RFO Notice shall not lease such RFO Premises to any entity be leased (other than any which term shall include a letter of intent that results in a lease) by the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord date that is less than ninety percent one (90%1) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months year after the date of the most recently delivered Landlord's deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect Notice, then Txxxxx’s Right of First Offer hereunder shall again apply to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease). Upon the timely giving of Tenant's Exercise Notice, Landlord shall automatically be deemed to have leased and demised to Tenant and Tenant shall automatically be deemed to have hired and taken from Landlord, such RFO Premises, upon all of the same terms and conditions of this Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("“Landlord's ’s RFO Notice"”) not sooner than twelve (12) months orat the time that Landlord determines, except in the event of an early termination of the subject leaseas aforesaid, later than three (3) months before that an RFO Premises will become available for lease to Tenant. Landlord's ’s RFO Notice shall set forth the exact location and size of the RFO Premises and Premises, Landlord's ’s designation of the Fair Market Rental Value (as defined in Paragraph 4 Subparagraph (e) of the Rider Section 29.16 above, but ignoring all references to Lease“renewal”) applicable to the RFO PremisesPremises and the RFO Premises Commencement Date. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within fourteen ten (1410) business days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's ’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant fails does not timely to give and properly provide either an RFO Exercise Notice or Tenant's Exercise ’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease such all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Paragraph 5, provided however, Section 29.17. Notwithstanding the foregoing if the RFO Premises that (i) Landlord were the subject of Landlord’s RFO Notice shall not lease such RFO Premises to any entity be leased (other than any which term shall include a letter of intent that results in a lease) by the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord date that is less than ninety percent one (90%1) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months year after the date of the most recently delivered Landlord's deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease). Upon the timely giving of Tenant's Exercise Notice, Landlord shall automatically be deemed to have leased and demised to Tenant and Tenant shall automatically be deemed to have hired and taken from Landlord, such RFO Premises, upon all of the same terms and conditions of this Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("Landlord's Notice") not sooner than twelve (12) months or, except in the event of an early termination of the subject lease, later than three (3) months before an RFO Premises will become available for lease to Tenant. Landlord's ’s Offer Notice shall set forth the exact location of the RFO Premises Premises, the Base Rent and Landlord's designation of the Fair Market Rental Value Base Years (as defined in Paragraph 4 of the Rider to Leaseif applicable) applicable to the RFO Premises, and the Commencement Date and Expiration Date in respect of the RFO Premises. Tenant shall have the right, exercisable upon written notice ("“Tenant's ’s Exercise Notice"”) given to Landlord within fourteen fifteen (1415) business days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's ’s Notice, to lease the RFO Premises. If Tenant fails timely to give Tenant's ’s Exercise Notice, Tenant shall have no further right to lease such RFO Premises pursuant to this Paragraph 5Section 9, provided provided, however, that this Right of First Offer shall (i1) continue to apply to any portions of the RFO Premises that were not included in Landlord’s Offer Notice, (2) apply again to the RFO Premises included in Landlord’s Offer Notice if Landlord shall not fails to enter into a lease document for such RFO Premises to any entity within twelve (other than any of the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord that is less than ninety percent (90%) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (912) months after the date Tenant waives this Right of the most recently delivered Landlord's Notice with respect to such RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect First Offer as to such RFO Premises, as required by this clause (ii3) within four apply again to the RFO Premises included in Landlord’s Offer Notice if Landlord desires to offer the RFO Premises to another party where the net effective rate of the basic economic terms for such RFO Premises (taking into account free rent, allowances, tenant improvements, build-out periods without rent, and any other concessions) is ten percent (10%) or more below the net effective rate of the basic economic terms that were contained in Landlord’s Offer Notice to Tenant hereunder, (4) months after apply again to the expiration RFO Premises included in Landlord’s Office Notice if the RFO Premises being offered by Landlord is less than 85% or more 115% of such nine- month periodthe rentable square footage of space in Lanldord’s Offer Notice to Tenant hereunder, then, notwithstanding the foregoing, Tenant shall only have five and (5) business days after receipt of such Landlord's Notice apply again to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a included in Landlord's ’s Offer Notice as to any after Landlord leases the RFO Premises that subsequently becomes available for to a third party and such lease to Tenant upon the expiration of such nine- month period expires or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease)is terminated. Upon the timely giving of Tenant's ’s Exercise Notice, Landlord shall automatically be deemed lease and demise to have leased and demised to Tenant Tenant, and Tenant shall automatically be deemed to have hired hire and taken take from Landlord, such RFO Premises, upon all of the same terms and conditions of this the Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forth. Time is of the essence with respect to the provisions of this Section 9(b).

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("Landlord's Notice") not sooner than twelve (12) months orat the time that Landlord determines, except in the event of an early termination of the subject leaseas aforesaid, later than three (3) months before that an RFO Premises will become available for lease to Tenant. Landlord's Notice shall set forth the exact location of the RFO Premises and Premises, Landlord's designation of the Fair Market Rental Value (as defined in Paragraph 4 3 of the Rider to Leasethis Rider) applicable to the RFO Premises and the Specified Commencement Date in respect of the RFO Premises. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Tenaxx'x Xxercise Notice") given to Landlord within fourteen twenty (1420) days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's Notice, to lease the RFO Premises. If Tenant fails timely to give Tenant's Exercise Tenaxx'x Xxercise Notice, Tenant shall have no further right to lease such RFO Premises pursuant to this Paragraph 53, provided however, that (i) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord that is less than ninety percent (90%) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months after the date of the most recently delivered Landlord's Notice with respect to such RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right Tenaxx'x xight to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any lease the same RFO Premises that subsequently when it again becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to Tenant, and any extension or renewal option contained in such lease)other subsequently available RFO Premises. Upon the timely giving of Tenant's Exercise Noticesuch notice, Landlord shall automatically be deemed to have leased lease and demised demise to Tenant and Tenant shall automatically be deemed to have hired hire and taken take from Landlord, such RFO Premises, upon all of the same terms and conditions of this the Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("“Landlord's ’s Notice"”) at the time that Landlord determines, as aforesaid, that the RFO Premises will become Available for Lease to Tenant. Landlord’s Notice shall set forth Landlord’s reasonable determination of the Prevailing Market Rent (as defined in Exhibit K) applicable to the RFO Premises and the RFO Premises Commencement Date. Tenant may lease such RFO Premises in its entirety only, by delivering written notice of exercise to Landlord (“Tenant’s RFO Exercise Notice”) within fifteen (15) days after the receipt by Tenant of Landlord’s Notice. If Tenant disagrees with Landlord’s reasonable determination of the Prevailing Market Rent, Tenant shall so state in Tenant’s RFO Exercise Notice, and the matter shall be submitted to a Broker Determination in accordance with the provisions of Exhibit K hereof. Notwithstanding the foregoing, Tenant shall have no right to exercise its Right of First Offer if Landlord determines that possession of the RFO Premises will not sooner than be available for delivery to Tenant until on or after that date which is twelve (12) months or, except in prior to the event of an early termination end of the subject leasethen-Term hereof unless Tenant, later than three simultaneously with delivering Tenant’s RFO Exercise Notice, also validly exercises any remaining Extension Option pursuant to Section 9.18 (3Tenant recognizing that in accordance with Section 9.18(B), Landlord is not obligated to deliver Landlord’s Rent Quotation until the date eleven (11) months before an RFO Premises will become available for lease prior to the end of the then-current Term). In any case where Tenant has no right to exercise its Right of First Offer, Landlord shall not be obligated to deliver Landlord’s Notice to Tenant. Landlord's Notice shall set forth the exact location of the RFO Premises and Landlord's designation of the Fair Market Rental Value (as defined in Paragraph 4 of the Rider to Lease) applicable to the RFO Premises. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within fourteen (14) days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's Notice, to lease the RFO Premises. If Tenant fails to timely to give Tenant's ’s RFO Exercise Notice, Tenant shall have no further right to lease the RFO Premises in question until such RFO Premises pursuant have been leased to this Paragraph 5, provided however, that (i) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances third party and any other concessions or material economic differences in the transactions) to Landlord that is less than ninety percent (90%) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months after the date of the most recently delivered Landlord's Notice with respect to such RFO Premises without first giving Tenant another Landlord's Notice thereafter again become Available for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease). Upon the timely giving of Tenant's Exercise Notice, Landlord shall automatically be deemed to have leased and demised to Tenant and Tenant shall automatically be deemed to have hired and taken from Landlord, such RFO Premises, upon all of the same terms and conditions of this Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forthLease.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice ("Landlord's Notice") not sooner than twelve (12) months or, except in the event of an early termination of the subject lease, later than three (3) months before an RFO Premises will become available for lease to Tenant. Landlord's Notice shall set forth the exact location of the RFO Premises, the Base Rent applicable to the RFO Premises and Landlord's designation the Commencement Date in respect of the Fair Market Rental Value (as defined in Paragraph 4 of the Rider to Lease) applicable to the RFO Premises. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within fourteen fifteen (1415) days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord's Notice, to lease the RFO Premises. If Tenant fails timely to give Tenant's Exercise Notice, Tenant shall have no further right to lease such RFO Premises pursuant to this Paragraph 58, provided however, that (i) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord that is less than ninety percent (90%) of Landlord's designation of Fair Market Rental Value set forth in Landlord's Notice (calculated on a net effective rent basis, as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease such RFO Premises to any entity (other than any of the Original Tenant Entities) at any rent, which lease is executed more than nine (9) months after the date of the most recently delivered Landlord's Notice with respect to such RFO Premises without first giving Tenant another Landlord's Notice for and with respect to such RFO Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlordgive Tenant's Notice Request as to any other subsequently available RFO Premises. However, if Tenant fails timely to give Tenant's Exercise Notice with respect to an RFO Premises, and Landlord enters into a lease or other agreement for such RFO Premises, Tenant shall have a right of first offer on such RFO Premises that subsequently becomes when such RFO Premises are thereafter available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (Tenant, as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease)defined above. Upon the timely giving of Tenant's Exercise Noticesuch notice, Landlord shall automatically be deemed to have leased lease and demised demise to Tenant and Tenant shall automatically be deemed to have hired hire and taken take from Landlord, such RFO Premises, upon all of the same terms and conditions of this the Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forth.