Common use of Exercise of ROFO Clause in Contracts

Exercise of ROFO. (i) Within five (5) days after the delivery of the ROFO Notice to AHL (the “Initial ROFO Period”), AHL shall have the right and option, but not the obligation, to deliver a written notice offering to purchase the Class A Shares subject to such ROFO Notice (the “ROFO Offer Notice”), which ROFO Offer Notice shall set forth the material terms and conditions of the proposed ROFO Transaction (including (i) the proposed price per Class A Share and the form of consideration, if other than cash and (iii) the proposed terms and conditions of payment). If AHL delivers a ROFO Offer Notice in accordance with this Section 2.4(b) and the ROFO Offeror wishes to accept the offer in such ROFO Offer Notice, AHL and the ROFO Offeror shall negotiate in good faith to enter into definitive documentation with respect to such ROFO Transaction within five (5) days (the “ROFO Negotiation Period”) of the date of the ROFO Offer Notice. If the ROFO Offer Notice is given to the ROFO Offeror but the ROFO Offeror does not wish to accept the offer in such ROFO Offer Notice or AHL (or its designated Affiliate(s)) and the ROFO Offeror fail to enter into definitive documentation with respect to the ROFO Transaction prior to the expiration of the ROFO Negotiation Period, the ROFO Offeror shall be permitted to enter into and consummate a ROFO Transaction with one or more transferees on terms and conditions substantially similar to (and in no event more favorable to the transferee than) the terms and conditions set forth in the ROFO Offer Notice, so long as the ROFO Offeror has complied with the other provisions of this Agreement. (ii) If a ROFO Notice is given to AHL, and during the Initial ROFO Period, AHL does not deliver a ROFO Offer Notice in accordance with this Section 2.4(b), the ROFO Offeror shall be free, upon the expiration of the Initial ROFO Period, to enter into and consummate a ROFO Transaction with one or more transferees, so long as the ROFO Offeror has complied with the other provisions of this Agreement. (iii) If, at the end of the ninety (90) day period following the end of the ROFO Negotiation Period (or, if no ROFO Offer Notice was delivered by AHL pursuant to this Section 2.4, the end of the Initial ROFO Period) with respect to a ROFO Notice delivered to AHL pursuant to this Section 2.4 that did not result in a transaction being consummated between AHL and the ROFO Offeror, the ROFO Offeror has not consummated the applicable ROFO Transaction, then such ROFO Transaction shall be deemed to have been abandoned and may only be completed if the procedures set forth in this Section 2.4 are followed again with respect to such ROFO Transaction.

Exercise of ROFO. The ROFO may be exercised only with respect to: (i) Within five (5) days after the delivery of a ROFO Space that has been previously leased and becomes available during the ROFO Notice to AHL (the “Initial ROFO Period”), AHL shall have the right and option, but not the obligation, to deliver a written notice offering to purchase the Class A Shares subject to Period following expiration or other termination of such ROFO Notice (the “ROFO Offer Notice”), which ROFO Offer Notice shall set forth the material terms and conditions of the proposed ROFO Transaction (including (i) the proposed price per Class A Share and the form of consideration, if other than cash and (iii) the proposed terms and conditions of payment). If AHL delivers a ROFO Offer Notice in accordance with this Section 2.4(b) and the ROFO Offeror wishes to accept the offer in such ROFO Offer Notice, AHL and the ROFO Offeror shall negotiate in good faith to enter into definitive documentation previous lease with respect to such ROFO Transaction within five Space, and (5ii) days (the “ROFO Negotiation Period”) of the date all of the ROFO Space offered by Landlord pursuant to a particular Landlord’s Offer Notice (as hereafter defined). If any ROFO Space becomes available during the ROFO Period, then Landlord shall give Tenant a written notice (“Landlord’s Offer Notice”) offering to lease such ROFO Space to Tenant at the same rent and on the same terms that Landlord intends to offer to other prospective tenants. Tenant shall have 15 days following receipt of Landlord’s Offer Notice with respect to such ROFO Space within which to notify Landlord in writing of its intention to lease such ROFO Space, and such notice, if given by Tenant, shall constitute an acceptance of Landlord’s terms for the lease of such ROFO Space. If Tenant fails to exercise the ROFO within such 15-day period, then the ROFO shall forever lapse with respect to such ROFO Space (subject to Landlord’s obligation, as provided in the last sentence of this Section 1.4(b), to re-offer the ROFO Space to Tenant if Landlord fails to lease such ROFO Space to a third party on the terms set forth in Landlord’s Offer Notice within 120 days after the end of the 15-day period). If Tenant exercises such ROFO, then the ROFO Space to be leased by Tenant shall be leased on the same terms and conditions as are contained in this Lease except for the economic and other terms specifically set forth in Landlord’s Offer Notice, and the parties shall execute an amendment to this Lease to include such ROFO Space in the Premises, to increase the rent and other amounts payable by Tenant, to increase Tenant’s Share, and otherwise to provide for the leasing of such ROFO Space on such terms. The term of Tenant’s lease of the ROFO Space shall be coterminous with Tenant’s lease of the Premises under this Lease, provided, however, that if at the time of Landlord’s Offer Notice given during the initial Term of this Lease (i.e., on or before June 30, 2017) there are fewer than two full years remaining in the Term of this Lease, then, as a condition to Tenant’s right to exercise its ROFO, Tenant must either: (i) exercise its Option under Section 2.2 below, if Landlord’s Offer Notice is given on or before September 30, 2016; or (ii) if Landlord’s Offer Notice is given after September 30, 2016, then Tenant must agree to extend the Term of this Lease by an additional period necessary to make the Term of this Lease coterminous with the lease term specified in Landlord’s Offer Notice. If the Term of this Lease is extended pursuant to clause (ii) of the preceding sentence, then the Base Rent for the Premises subject to such extension shall be the Fair Market Rent (as defined in Section 2.2(c) below) for such Premises, as determined pursuant to Sections 2.2(d), (e) and (f). If Tenant does not elect to lease a specific ROFO Offer Notice Space from Landlord when it is given first offered to Tenant by Landlord, then the ROFO Offeror shall terminate with respect to such specific ROFO Space and, except as provided below in this Section 1.4(b), Tenant shall have no further rights to lease such specific ROFO Space, but Tenant shall retain the ROFO Offeror does not wish to accept the offer in such ROFO Offer Notice or AHL (or its designated Affiliate(s)) and the ROFO Offeror fail to enter into definitive documentation with respect to the remaining ROFO Transaction prior Space until each such remaining ROFO Space is offered to Tenant pursuant to the expiration provisions of the this Section 1.4; provided, however, that if Landlord fails to lease such ROFO Negotiation Period, the ROFO Offeror shall be permitted Space to enter into and consummate a ROFO Transaction with one or more transferees third party on terms and conditions substantially similar to (and in no event more favorable to the transferee than) the terms and conditions set forth in the ROFO Offer Notice, so long as the ROFO Offeror has complied with the other provisions of this Agreement. (ii) If a ROFO Notice is given to AHL, and during the Initial ROFO Period, AHL does not deliver a ROFO Landlord’s Offer Notice in accordance with this Section 2.4(b), the ROFO Offeror shall be free, upon the expiration of the Initial ROFO Period, to enter into and consummate a ROFO Transaction with one or more transferees, so long as the ROFO Offeror has complied with the other provisions of this Agreement. (iii) If, at within 120 days after the end of the ninety (90) 15-day period following the end of the ROFO Negotiation Period (ordescribed above, if no ROFO Offer Notice was delivered by AHL pursuant to then Tenant’s rights under this Section 2.4, the end of the Initial ROFO Period) 1.4 with respect to a ROFO Notice delivered to AHL pursuant to this Section 2.4 that did not result in a transaction being consummated between AHL and the ROFO Offeror, the ROFO Offeror has not consummated the applicable ROFO Transaction, then such ROFO Transaction Space shall be deemed to have been abandoned reinstated and may only be completed if Landlord shall thereafter not thereafter lease such ROFO Space without again complying with the procedures terms set forth in this Section 2.4 are followed again with respect to such ROFO Transaction1.4.

Exercise of ROFO. Upon receipt of the ROFO Notice, the Receiving Partner shall have the right to purchase all, but not less than all, of the ROFO Interests proposed to be so transferred by the Selling Partner on the terms set forth in the ROFO Notice (ithe “ROFO Right”), which right may only be exercised with respect to all of the ROFO Interests being offered pursuant to the ROFO Notice, exercisable by: (a) Within delivering notice thereof to the Selling Partner (the “ROFO Election Notice”) within thirty (30) days after receipt of the ROFO Notice; and (b) simultaneously depositing with a nationally recognized title insurance company, pursuant to a customary and reasonable escrow agreement, an amount equal to five percent (5%) of the full amount of the ROFO Price (the “ROFO Deposit”) (which ROFO Deposit, together with accrued interest, if any, shall be credited against the ROFO Price if the purchase closes). If the Receiving Partner validly and timely delivers a ROFO Election Notice and deposits the ROFO Deposit, the closing of the purchase of such ROFO Interests (the “ROFO Closing”) shall be on a date which is not more than thirty (30) days after the delivery of the ROFO Election Notice to AHL (the “Initial Selling Partner. At the ROFO Period”)Closing, AHL the following transactions shall have the right and option, but not the obligation, to deliver a written notice offering to purchase the Class A Shares subject to such ROFO Notice (the “ROFO Offer Notice”), which ROFO Offer Notice shall set forth the material terms and conditions of the proposed ROFO Transaction (including occur: (i) the proposed price per Class A Share and Receiving Partner shall pay or cause to be paid (or tender) to the form of consideration, if other than cash and (iii) the proposed terms and conditions of payment). If AHL delivers a ROFO Offer Notice in accordance with this Section 2.4(b) and Selling Partner the ROFO Offeror wishes to accept the offer in such ROFO Offer Notice, AHL and Price (minus the ROFO Offeror shall negotiate in good faith to enter into definitive documentation Deposit, together with respect to such ROFO Transaction within five (5any interest accrued thereon, and as adjusted by the credits and apportionments herein set forth) days (the “ROFO Negotiation Period”) of the date of for the ROFO Offer Notice. If the ROFO Offer Notice is given to the ROFO Offeror but the ROFO Offeror does not wish to accept the offer in such ROFO Offer Notice or AHL (or its designated Affiliate(s)) and the ROFO Offeror fail to enter into definitive documentation with respect to the ROFO Transaction prior to the expiration of the ROFO Negotiation Period, the ROFO Offeror shall be permitted to enter into and consummate a ROFO Transaction with one or more transferees on terms and conditions substantially similar to (and in no event more favorable to the transferee than) the terms and conditions set forth in the ROFO Offer Notice, so long as the ROFO Offeror has complied with the other provisions of this Agreement.Interest being purchased; (ii) If a the Selling Partner shall, unless otherwise provided in the ROFO Notice is given Notice, cause all filing fees, if any, due and payable in connection with the sale and purchase of the ROFO Interest to AHL, be paid and during furnish the Initial ROFO Period, AHL does not deliver a ROFO Offer Notice in accordance Receiving Partner with this Section 2.4(b)satisfactory proof of such payment; and if the Selling Partner fails to cause all such filing fees to be paid, the ROFO Offeror shall Receiving Partner may cause such filing fees to be free, upon paid and deduct the expiration amount of the Initial ROFO Period, to enter into and consummate a ROFO Transaction with one or more transferees, so long as such filing fees from the ROFO Offeror has complied with the other provisions of this Agreement.Price; and (iii) If, at the end of the ninety upon receipt (90or tender) day period following the end of the ROFO Negotiation Period (or, if no ROFO Offer Notice was delivered by AHL pursuant to this Section 2.4, the end of the Initial ROFO Period) with respect to a ROFO Notice delivered to AHL pursuant to this Section 2.4 that did not result in a transaction being consummated between AHL and the ROFO OfferorPrice, the ROFO Offeror has not consummated Interests of the applicable ROFO Transaction, then such ROFO Transaction Selling Partner shall be deemed transferred and the Selling Partner shall convey and assign by a duly executed instrument of assignment to have been abandoned the Receiving Partner the ROFO Interests of the Selling Partner, free and clear of all liens, claims and encumbrances (other than any lien, claim, or encumbrance that is either expressly permitted by the Receiving Partner, in favor of any third party lender that has made a loan to the Partnership, arising by virtue of this Agreement, or arising by virtue of applicable federal and/or state securities laws), which instrument shall contain surviving representations concerning due organization and authority of the Selling Partner and shall contain a provision indemnifying and holding Receiving Partner harmless from any loss, liability, cost or expense (including reasonable attorney fees) it may only be completed if the procedures set forth in this Section 2.4 are followed again with respect to incur by reason of any breach of such ROFO Transactionrepresentations.

Exercise of ROFO. If a ROFO Floor in the Building becomes available, availability, for purposes hereof, to be at the sole determination of Sublessor, Sublessor shall so notify Sublessee. (ia) Within Sublessee shall have five (5) days after from the delivery receipt of such notice to notify Sublessor in writing of the exercise by Sublessee of Sublessee's ROFO with respect to all, but not less than all, of the ROFO Notice to AHL (the “Initial ROFO Period”), AHL shall have the right and option, but not the obligation, to deliver a written notice offering to purchase the Class A Shares subject to such ROFO Notice (the “ROFO Offer Notice”)Floor, which ROFO Offer Notice shall set forth be on the material same terms and conditions as this Sublease except that if the ROFO is exercised during the period commencing on the day following the second anniversary of the proposed ROFO Transaction (including (i) Commencement Date and continuing through October 31, 1999 the proposed price per Class A Share and the form of consideration, if other than cash and (iii) the proposed terms and conditions of payment). If AHL delivers a ROFO Offer Notice in accordance with this Section 2.4(b) and Base Rent for the ROFO Offeror wishes to accept the offer in such ROFO Offer Notice, AHL and the ROFO Offeror shall negotiate in good faith to enter into definitive documentation with respect to such ROFO Transaction within five (5) days (the “ROFO Negotiation Period”) of the date of the ROFO Offer Notice. If the ROFO Offer Notice is given to the ROFO Offeror but the ROFO Offeror does not wish to accept the offer in such ROFO Offer Notice or AHL (or its designated Affiliate(s)) and the ROFO Offeror fail to enter into definitive documentation with respect to the ROFO Transaction prior to the expiration of the ROFO Negotiation Period, the ROFO Offeror Floor shall be permitted to enter into and consummate a ROFO Transaction with one or more transferees on terms and conditions substantially similar to (and in no event more favorable to the transferee than) the terms and conditions set forth $15.35 per square foot of Net Rentable Area in the ROFO Offer Notice, so long as the ROFO Offeror has complied with the other provisions of this AgreementFloor. (iib) If a ROFO Notice is given Sublessee fails to AHL, and during the Initial ROFO Period, AHL does not deliver a ROFO Offer Notice in accordance with this Section 2.4(b), the ROFO Offeror shall be free, upon the expiration of the Initial ROFO Period, to enter into and consummate a ROFO Transaction with one or more transferees, so long as the ROFO Offeror has complied with the other provisions of this Agreement. (iii) If, at the end of the ninety (90) notify Sublessor within such five-day period following the end of the ROFO Negotiation Period referenced in subparagraph (ora) above, if no ROFO Offer Notice was delivered by AHL pursuant to this Section 2.4, the end of the Initial ROFO Period) with respect to a ROFO Notice delivered to AHL pursuant to this Section 2.4 that did not result in a transaction being consummated between AHL and the ROFO Offeror, the ROFO Offeror has not consummated the applicable ROFO Transaction, then such ROFO Transaction Sublessee shall be deemed to have been abandoned irrevocably waived its ROFO with respect to the subject ROFO Floor, and may only this Exhibit shall thereafter be completed if the procedures set forth in this Section 2.4 are followed again of no further force or effect with respect to such floor of the Building. If Sublessee elects to exercise its ROFO Transactionwith respect to any ROFO Floor and does in fact exercise such ROFO in the manner and within the time period specified herein, Sublessor and Sublessee shall, within 30 days after Sublessee delivers to Sublessor notice of its election, enter into a written amendment modifying and supplementing the Sublease in the manner required by subparagraph (a) above. If Sublessee fails to enter into said amendment within such 30-day period, Sublessee shall be deemed to have irrevocably waived its ROFO with respect to the subject ROFO Floor, and this Exhibit shall thereafter be of no further force or effect with respect to such floor of the Building. Except as may be specifically modified in such amendment the terms and provisions of the Sublease shall, on the day of delivery of the ROFO Floor to Sublessee, automatically apply and become applicable to the ROFO Floor; and the ROFO Floor, as of the date of such delivery, shall automatically and without the necessity of further documentation, become and be deemed to be a part of the Subleased Premises. Effective as of the date of delivery of the ROFO Floor to Sublessee, the Net Rentable Area within the ROFO Floor shall be included within the determination of Sublessee's Percentage Share of Excess Operating Expenses.

Exercise of ROFO. Upon receipt of the ROFO Notice, the Receiving Partner shall have the right to purchase all, but not less than all, of the ROFO Interests proposed to be so transferred by the Selling Partner on the terms set forth in the ROFO Notice (ithe “ROFO Right”), which right may only be exercised with respect to all of the ROFO Interests being offered pursuant to the ROFO Notice, exercisable by: (a) Within delivering notice thereof to the Selling Partner (the “ROFO Election Notice”) within ten (10) business days after receipt of the ROFO Notice; and (b) simultaneously depositing with a nationally recognized title insurance company, pursuant to a customary and reasonable escrow agreement, an amount equal to five percent (5%) of the full amount of the ROFO Price (the “ROFO Deposit”) (which ROFO Deposit, together with accrued interest, if any, shall be credited against the ROFO Price if the purchase closes). If the Receiving Partner validly and timely delivers a ROFO Election Notice and deposits the ROFO Deposit, the closing of the purchase of such ROFO Interests (the “ROFO Closing”) shall be on a date which is not more than twelve (12) business days after the delivery of the ROFO Election Notice to AHL (the “Initial Selling Partner. At the ROFO Period”)Closing, AHL the following transactions shall have the right and option, but not the obligation, to deliver a written notice offering to purchase the Class A Shares subject to such ROFO Notice (the “ROFO Offer Notice”), which ROFO Offer Notice shall set forth the material terms and conditions of the proposed ROFO Transaction (including occur: (i) the proposed price per Class A Share and Receiving Partner shall pay or cause to be paid (or tender) to the form of consideration, if other than cash and (iii) the proposed terms and conditions of payment). If AHL delivers a ROFO Offer Notice in accordance with this Section 2.4(b) and Selling Partner the ROFO Offeror wishes to accept the offer in such ROFO Offer Notice, AHL and Price (minus the ROFO Offeror shall negotiate in good faith to enter into definitive documentation Deposit, together with respect to such ROFO Transaction within five (5any interest accrued thereon, and as adjusted by the credits and apportionments herein set forth) days (the “ROFO Negotiation Period”) of the date of for the ROFO Offer Notice. If the ROFO Offer Notice is given to the ROFO Offeror but the ROFO Offeror does not wish to accept the offer in such ROFO Offer Notice or AHL (or its designated Affiliate(s)) and the ROFO Offeror fail to enter into definitive documentation with respect to the ROFO Transaction prior to the expiration of the ROFO Negotiation Period, the ROFO Offeror shall be permitted to enter into and consummate a ROFO Transaction with one or more transferees on terms and conditions substantially similar to (and in no event more favorable to the transferee than) the terms and conditions set forth in the ROFO Offer Notice, so long as the ROFO Offeror has complied with the other provisions of this Agreement.Interest being purchased; (ii) If a the Selling Partner shall, unless otherwise provided in the ROFO Notice is given Notice, cause all filing fees, if any, due and payable in connection with the sale and purchase of the ROFO Interest to AHL, be paid and during furnish the Initial ROFO Period, AHL does not deliver a ROFO Offer Notice in accordance Receiving Partner with this Section 2.4(b)satisfactory proof of such payment; and if the Selling Partner fails to cause all such filing fees to be paid, the ROFO Offeror shall Receiving Partner may cause such filing fees to be free, upon paid and deduct the expiration amount of the Initial ROFO Period, to enter into and consummate a ROFO Transaction with one or more transferees, so long as such filing fees from the ROFO Offeror has complied with the other provisions of this Agreement.Price; and (iii) If, at the end of the ninety upon receipt (90or tender) day period following the end of the ROFO Negotiation Period (or, if no ROFO Offer Notice was delivered by AHL pursuant to this Section 2.4, the end of the Initial ROFO Period) with respect to a ROFO Notice delivered to AHL pursuant to this Section 2.4 that did not result in a transaction being consummated between AHL and the ROFO OfferorPrice, the ROFO Offeror has not consummated Interests of the applicable ROFO Transaction, then such ROFO Transaction Selling Partner shall be deemed transferred and the Selling Partner shall convey and assign by a duly executed instrument of assignment to have been abandoned the Receiving Partner the ROFO Interests of the Selling Partner, free and clear of all liens, claims and encumbrances (other than any lien, claim, or encumbrance that is either expressly permitted by the Receiving Partner, in favor of any third party lender that has made a loan to the Partnership, arising by virtue of this Agreement, or arising by virtue of applicable federal and/or state securities laws), which instrument shall contain surviving representations concerning due organization and authority of the Selling Partner and shall contain a provision indemnifying and holding Receiving Partner harmless from any loss, liability, cost or expense (including reasonable attorney fees) it may only be completed if the procedures set forth in this Section 2.4 are followed again with respect to incur by reason of any breach of such ROFO Transactionrepresentations.

Exercise of ROFO. Upon receipt of the ROFO Notice, the Receiving Member shall have the right to purchase all, but not less than all, of the ROFO Interests proposed to be so transferred by the Formation Member on the terms set forth in the ROFO Notice (the “ROFO Right”), which right may only be exercised with respect to all of the ROFO Interests being offered pursuant to the ROFO Notice, exercisable by: (i) Within five delivering notice thereof to the Formation Member (5the “ROFO Election Notice”) within thirty (30) days after receipt of the ROFO Notice; and (ii) closing the purchase of such ROFO Interests within ninety (90) days after delivery of the ROFO Election Notice to the Formation Member (the “ROFO Closing”), subject to receipt of applicable regulatory approvals, if any. If the Receiving Member validly and timely delivers a ROFO Election Notice, the closing of the purchase of such ROFO Interests shall be on a date which is not more than sixty (60) days after the delivery of the ROFO Election Notice to AHL (the “Initial ROFO Period”)Formation Member, AHL shall have the right and option, but not the obligation, to deliver a written notice offering to purchase the Class A Shares subject to such receipt of applicable regulatory approvals, if any. At the ROFO Notice (Closing, the “ROFO Offer Notice”), which ROFO Offer Notice following transactions shall set forth the material terms and conditions of the proposed ROFO Transaction (including occur: (i) the proposed price per Class A Share Receiving Member shall pay or cause to be paid (or tender) to the Formation Member the ROFO Price for the ROFO Interest being purchased; (ii) the Receiving Member shall take title to the ROFO Interests free and the form clear of consideration, if other than cash all liens and encumbrances; (iii) the proposed terms and conditions of payment). If AHL delivers a ROFO Offer Notice in accordance with this Section 2.4(b) Formation Member and the ROFO Offeror wishes to accept the offer in such ROFO Offer Notice, AHL and the ROFO Offeror Receiving Member shall negotiate in good faith to enter into definitive documentation with respect to such ROFO Transaction within five (5) days (the “ROFO Negotiation Period”) each pay a portion of the date transfer, stamp or similar taxes due in connection with the conveyance of the ROFO Offer Notice. If Interest in such allocations as is customary in the applicable jurisdiction where such transfer, stamp or similar taxes may be due; and (iv) the Formation Member shall deliver to the Receiving Member appropriate assignment documents assigning the ROFO Offer Notice Interests, without covenants, representations or warranties of any kind (other than that the Formation Member’s ROFO Interest is given to the ROFO Offeror but the ROFO Offeror does not wish to accept the offer in such ROFO Offer Notice or AHL (or its designated Affiliate(sowned free and clear of all liens and encumbrances)) and the ROFO Offeror fail to enter into definitive documentation with respect to the ROFO Transaction prior to the expiration of the ROFO Negotiation Period, the ROFO Offeror shall be permitted to enter into and consummate a ROFO Transaction with one or more transferees on terms and conditions substantially similar to (and in no event more favorable to the transferee than) the terms and conditions set forth in the ROFO Offer Notice, so long as the ROFO Offeror has complied with the other provisions of this Agreement. (ii) If a ROFO Notice is given to AHL, and during the Initial ROFO Period, AHL does not deliver a ROFO Offer Notice in accordance with this Section 2.4(b), the ROFO Offeror shall be free, upon the expiration of the Initial ROFO Period, to enter into and consummate a ROFO Transaction with one or more transferees, so long as the ROFO Offeror has complied with the other provisions of this Agreement. (iii) If, at the end of the ninety (90) day period following the end of the ROFO Negotiation Period (or, if no ROFO Offer Notice was delivered by AHL pursuant to this Section 2.4, the end of the Initial ROFO Period) with respect to a ROFO Notice delivered to AHL pursuant to this Section 2.4 that did not result in a transaction being consummated between AHL and the ROFO Offeror, the ROFO Offeror has not consummated the applicable ROFO Transaction, then such ROFO Transaction shall be deemed to have been abandoned and may only be completed if the procedures set forth in this Section 2.4 are followed again with respect to such ROFO Transaction.

Exercise of ROFO. Upon receipt of the ROFO Notice, the Receiving Member shall have the right to purchase all, but not less than all, of the ROFO Interests proposed to be so transferred by the Formation Member on the terms set forth in the ROFO Notice (the “ROFO Right”), which right may only be exercised with respect to all of the ROFO Interests being offered pursuant to the ROFO Notice, exercisable by: (i) Within five delivering Notice thereof to the Formation Member (5the “ROFO Election Notice”) within thirty (30) days after receipt of the ROFO Notice; and (ii) closing the purchase of such ROFO Interests within ninety (90) days after delivery of the ROFO Election Notice to the Formation Member (the “ROFO Closing”), subject to receipt of applicable regulatory approvals, if any. If the Receiving Member validly and timely delivers a ROFO Election Notice, the closing of the purchase of such ROFO Interests shall be on a date which is not more than sixty (60) days after the delivery of the ROFO Election Notice to AHL (the “Initial ROFO Period”)Formation Member, AHL shall have the right and option, but not the obligation, to deliver a written notice offering to purchase the Class A Shares subject to such receipt of applicable regulatory approvals, if any. At the ROFO Notice (Closing, the “ROFO Offer Notice”), which ROFO Offer Notice following transactions shall set forth the material terms and conditions of the proposed ROFO Transaction (including occur: (i) the proposed price per Class A Share Receiving Member shall pay or cause to be paid (or tender) to the Formation Member the ROFO Price for the ROFO Interest being purchased; (ii) the Receiving Member shall take title to the ROFO Interests free and the form clear of consideration, if other than cash all liens and encumbrances; (iii) the proposed terms and conditions of payment). If AHL delivers a ROFO Offer Notice in accordance with this Section 2.4(b) Formation Member and the ROFO Offeror wishes to accept the offer in such ROFO Offer Notice, AHL and the ROFO Offeror Receiving Member shall negotiate in good faith to enter into definitive documentation with respect to such ROFO Transaction within five (5) days (the “ROFO Negotiation Period”) each pay a portion of the date transfer, stamp or similar taxes due in connection with the conveyance of the ROFO Offer Notice. If Interest in such allocations as is customary in the applicable jurisdiction where such transfer, stamp or similar taxes may be due; and (iv) the Formation Member shall deliver to the Receiving Member appropriate assignment documents assigning the ROFO Offer Notice Interests, without covenants, representations or warranties of any kind (other than that the Formations Member’s ROFO Interest is given to the ROFO Offeror but the ROFO Offeror does not wish to accept the offer in such ROFO Offer Notice or AHL (or its designated Affiliate(sowned free and clear of all liens and encumbrances)) and the ROFO Offeror fail to enter into definitive documentation with respect to the ROFO Transaction prior to the expiration of the ROFO Negotiation Period, the ROFO Offeror shall be permitted to enter into and consummate a ROFO Transaction with one or more transferees on terms and conditions substantially similar to (and in no event more favorable to the transferee than) the terms and conditions set forth in the ROFO Offer Notice, so long as the ROFO Offeror has complied with the other provisions of this Agreement. (ii) If a ROFO Notice is given to AHL, and during the Initial ROFO Period, AHL does not deliver a ROFO Offer Notice in accordance with this Section 2.4(b), the ROFO Offeror shall be free, upon the expiration of the Initial ROFO Period, to enter into and consummate a ROFO Transaction with one or more transferees, so long as the ROFO Offeror has complied with the other provisions of this Agreement. (iii) If, at the end of the ninety (90) day period following the end of the ROFO Negotiation Period (or, if no ROFO Offer Notice was delivered by AHL pursuant to this Section 2.4, the end of the Initial ROFO Period) with respect to a ROFO Notice delivered to AHL pursuant to this Section 2.4 that did not result in a transaction being consummated between AHL and the ROFO Offeror, the ROFO Offeror has not consummated the applicable ROFO Transaction, then such ROFO Transaction shall be deemed to have been abandoned and may only be completed if the procedures set forth in this Section 2.4 are followed again with respect to such ROFO Transaction.

Exercise of ROFO. The ROFO may be exercised only with respect to: (i) Within five a ROFO Space that becomes vacant during the initial Term of this Lease (5which expires on July 31, 2025) days after the delivery following expiration or other termination of such previous lease; and (ii) all of the ROFO Notice to AHL (Space offered by Landlord or, if Landlord is offering one or more full Floors, not less than one full Floor. If any ROFO Space becomes available during the “Initial ROFO Period”)initial Term, AHL then Landlord shall have the right and option, but not the obligation, to deliver give Tenant a written notice offering to purchase the Class A Shares subject to such ROFO Notice (the “ROFO Landlord’s Offer Notice”), which ) offering to lease such ROFO Space to Tenant at the same rent and on the same terms that Landlord intends to offer to other prospective tenants. Tenant shall have fifteen (15) days following receipt of Landlord’s Offer Notice shall set forth the material terms and conditions of the proposed ROFO Transaction (including (i) the proposed price per Class A Share and the form of consideration, if other than cash and (iii) the proposed terms and conditions of payment). If AHL delivers a ROFO Offer Notice in accordance with this Section 2.4(b) and the ROFO Offeror wishes to accept the offer in such ROFO Offer Notice, AHL and the ROFO Offeror shall negotiate in good faith to enter into definitive documentation with respect to such ROFO Transaction Space within five (5) days (which to notify Landlord in writing of its intention to lease such ROFO Space, and such notice, if given by Tenant, shall constitute an acceptance of Landlord’s terms for the “lease of such ROFO Negotiation Period”) of the date of Space. If Tenant fails to exercise the ROFO Offer Notice. If within such 15-day period, then the ROFO Offer Notice is given to the ROFO Offeror but the ROFO Offeror does not wish to accept the offer in such ROFO Offer Notice or AHL (or its designated Affiliate(s)) and the ROFO Offeror fail to enter into definitive documentation with respect to the ROFO Transaction prior to the expiration of the ROFO Negotiation Period, the ROFO Offeror shall be permitted to enter into and consummate a ROFO Transaction with one or more transferees on terms and conditions substantially similar to (and in no event more favorable to the transferee than) the terms and conditions set forth in the ROFO Offer Notice, so long as the ROFO Offeror has complied with the other provisions of this Agreement. (ii) If a ROFO Notice is given to AHL, and during the Initial ROFO Period, AHL does not deliver a ROFO Offer Notice in accordance with this Section 2.4(b), the ROFO Offeror shall be free, upon the expiration of the Initial ROFO Period, to enter into and consummate a ROFO Transaction with one or more transferees, so long as the ROFO Offeror has complied with the other provisions of this Agreement. (iii) If, at the end of the ninety (90) day period following the end of the ROFO Negotiation Period (or, if no ROFO Offer Notice was delivered by AHL pursuant to this Section 2.4, the end of the Initial ROFO Period) with respect to a ROFO Notice delivered to AHL pursuant to this Section 2.4 that did not result in a transaction being consummated between AHL and the ROFO Offeror, the ROFO Offeror has not consummated the applicable ROFO Transaction, then such ROFO Transaction shall be deemed to have been abandoned and may only be completed if the procedures set forth in this Section 2.4 are followed again lapse with respect to such ROFO TransactionSpace and shall again apply to such ROFO Space only after it has been leased to another tenant and becomes vacant and available after the termination of such other tenant’s lease of such space (subject to the terms of this Section 1.7 including, without limitation, all prior rights of any other tenants in the Building acquired either before or after Tenant’s failure to exercise the ROFO). If Tenant exercises such ROFO, then the ROFO Space to be leased by Tenant shall be leased on the same terms and conditions as are contained in this Lease except for the economic and other terms specifically set forth in Landlord’s Offer Notice, and the parties shall execute an amendment to this Lease to include such ROFO Space in the Premises, to increase the rent and other amounts payable by Tenant, to increase Tenant’s Share, and otherwise to provide for the leasing of such ROFO Space on such terms; provided, however, that Tenant’s lease of such ROFO space shall not include any economic concessions contained in this Lease (such as, by way of example only, the terms of Section 3.2(e) below) unless Landlord’s Offer Notice expressly provides for such economic concessions, and further provided that Tenant’s lease of such ROFO space shall not include Section 1.5 through Section 1.9 of this Lease. The term of Tenant’s lease of the ROFO Space shall be coterminous with Tenant’s lease of the Premises under this Lease, provided, however, that if at the time of Landlord’s Offer Notice there are fewer than two (2) full years remaining in the Term of this Lease, then, at Landlord’s election (with Tenant having the obligation to request Landlord to make or waive such election), as a condition to Tenant’s right to exercise its ROFO, Tenant must either: (i) exercise its Option under Section 2.2, if Tenant has a remaining Option under Section 2.2; or (ii) if Tenant has no remaining Option under Section 2.2, Tenant must elect to extend the Term of this Lease by an additional five (5) years, at the rate of Base Rent set forth in Landlord’s Offer Notice (with additional rent increases specified by Landlord, if Landlord’s Offer Notice does not cover the entire 5-year period).