Common use of ROFO Rights Clause in Contracts

ROFO Rights. If at any time between the first (1st) anniversary of the Commencement Date and the date which is eighteen (18) months prior to the Expiration Date (as the same may be extended pursuant to Article 28) Landlord in its sole discretion determines that any rentable area in the Building (each such area, a “ROFO Space”) has become “available for leasing” (as hereinafter defined), and provided that the conditions precedent set forth in Section 31.3 below are then satisfied, then prior to offering to lease such ROFO Space to any 3rd parties, Landlord shall deliver notice thereof to Tenant (the “ROFO Notice”) setting forth a description of the ROFO Space in question (including the rentable area thereof), the Landlord’s determination of Fixed Rent and Additional Rent for such ROFO Space, the other material business terms upon which Landlord is willing to lease the ROFO Space, and the date Landlord anticipates that the ROFO Space will become available for leasing (which shall be no later than one (1) year after the date of the ROFO Notice). Provided that all of the conditions precedent set forth in this Article 31 are fully satisfied by Tenant, Tenant shall have the option (the “ROFO Option”), exercisable by Tenant delivering written notice (the “Acceptance Notice”) to Landlord within ten (10) Business Days after delivery by Landlord of the ROFO Notice, to lease all of the subject ROFO Space upon all of the terms and conditions set forth in the ROFO Notice, including the Fixed Rent and Additional Rent for the ROFO Space designated by Landlord as set forth therein. Time shall be of the essence as to Tenant’s giving of the Acceptance Notice with respect to any ROFO Space. If Tenant fails to deliver an Acceptance Notice within such ten (10) Business Day period, then Tenant shall be deemed to have rejected the option to lease the applicable ROFO Space (the “Rejected ROFO Space”). In such event, except as set forth below, Tenant shall have no further rights or claims with respect to the Rejected ROFO Space, Landlord shall have no further liabilities or obligations to Tenant with respect to the Rejected ROFO Space, and Landlord may elect to lease the Rejected ROFO Space to 3rd parties upon such terms and conditions as Landlord may determine in its discretion. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its ROFO Option but failed to deliver an Acceptance Notice within the foregoing ten (10) Business Day period, and (ii) thereafter prior to entering into a lease (or leases) for such ROFO Space Landlord proposes to lease the respective ROFO Space to a prospective tenant on terms that are “materially more favorable” than those set forth in the ROFO Notice previously delivered to Tenant, then Tenant’s rights with respect to the respective ROFO Space shall be revived and Tenant shall once again have a ROFO Option with respect to the respective ROFO Space. For purposes hereof, the terms offered to a prospect shall be deemed to be “materially more favorable” from those set forth in the ROFO Notice if there is a reduction of more than six percent (6%) in the “bottom line” cost per rentable square foot of the ROFO Space to the prospective tenant, when compared with the “bottom line” cost per rentable square foot for the ROFO Space under the ROFO Notice, determined by considering all of the economic terms of both proposals, respectively, including, among other relevant factors, the fixed rent, the tax and expense escalation, the additional rent, any free rent periods, and any other concessions and allowances. Additionally, in the event that Landlord has not leased the applicable ROFO Space to a third party by the date that is one hundred eighty (180) days after Landlord’s delivery to Tenant of the ROFO Notice for such ROFO Space, then Landlord shall not lease the applicable ROFO Space unless it delivers another ROFO Notice with respect to such ROFO Space to Tenant in accordance with this Section 31.

ROFO Rights. If at any time between the first fourth (1st4) anniversary of the Rent Commencement Date and the date which is eighteen twelve (1812) months prior to the Expiration Date (as the same such Expiration Date may be extended from time-to-time pursuant to Article 28) 28 of this Lease), Landlord in its sole discretion determines that any separately demised rentable area in on the thirty-seventh (37th) floor of the Building (each such area, a “ROFO Space”) has become “available for leasing” (as hereinafter defined), and provided that the conditions precedent set forth in Section 31.3 below are then satisfied, then prior to offering to lease such ROFO Space to any 3rd parties, Landlord shall deliver notice thereof to Tenant (the “ROFO Notice”) setting forth a description of the ROFO Space in question (including the rentable area thereof), the Landlord’s determination of Fixed Rent and Additional Rent for such ROFO Space, the other material business terms upon which Landlord is willing to lease the ROFO Space, and the date Landlord anticipates that the ROFO Space will become available for leasing (which shall be no later than one (1) year after the date of the ROFO Notice)leasing. Provided that all of the conditions precedent set forth in this Article 31 are fully satisfied by Tenant, Tenant shall have the ongoing option (the “ROFO Option”), exercisable by Tenant delivering written notice (the “Acceptance Notice”) to Landlord within ten (10) Business Days days after delivery by Landlord of the ROFO Notice, to lease all of the subject ROFO Space upon all of the terms and conditions set forth in the ROFO Notice, including the Fixed Rent and Additional Rent for the ROFO Space designated by Landlord as set forth therein. Time shall be of the essence as to Tenant’s giving delivery of the an Acceptance Notice with respect to any ROFO Space. If Tenant fails to deliver an Acceptance Notice within such ten (10) Business Day day period, then Tenant shall be deemed to have rejected the option to lease the applicable ROFO Space (the “Rejected ROFO Space”). In such event, except as set forth belowin Section 31.6, Tenant shall have no further rights or claims with respect to the Rejected ROFO Space, Landlord shall have no further liabilities or obligations to Tenant with respect to the Rejected ROFO Space, and Landlord may elect to lease the Rejected ROFO Space to 3rd parties upon such terms and conditions as Landlord may determine in its discretion. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its ROFO Option but failed to deliver an Acceptance Notice within the foregoing ten (10) Business Day period, and (ii) thereafter prior to entering into a lease (or leases) for such ROFO Space Landlord proposes to lease the respective ROFO Space to a prospective tenant on terms that are “materially more favorable” than those set forth in the ROFO Notice previously delivered to Tenant, then Tenant’s rights with respect to the respective ROFO Space shall be revived and Tenant shall once again have a ROFO Option with respect to the respective ROFO Space. For purposes hereof, the terms offered to a prospect shall be deemed to be “materially more favorable” from those set forth in the ROFO Notice if there is a reduction of more than six percent (6%) in the “bottom line” cost per rentable square foot of the ROFO Space to the prospective tenant, when compared with the “bottom line” cost per rentable square foot for the ROFO Space under the ROFO Notice, determined by considering all of the economic terms of both proposals, respectively, including, among other relevant factors, the fixed rent, the tax and expense escalation, the additional rent, any free rent periods, and any other concessions and allowances. Additionally, in the event that Landlord has not leased the applicable ROFO Space to a third party by the date that is one hundred eighty (180) days after Landlord’s delivery to Tenant of the ROFO Notice for such ROFO Space, then Landlord shall not lease the applicable ROFO Space unless it delivers another ROFO Notice with respect to such ROFO Space to Tenant in accordance with this Section 31.

ROFO Rights. If at any time between prior to the first ninth (1st9th ) anniversary of the Commencement Date and the date which is eighteen (18) months prior to the Expiration Date (as the same may be extended pursuant to Article 28) Date, Landlord in its sole discretion determines that any separately demised rentable area in the on any floor of either Building (each such area, a “ROFO Space”) other than the Excluded Areas (as hereinafter defined) has become “available for leasing” (as hereinafter defined), and provided that the conditions precedent set forth in Section 31.3 17.3 below are then satisfied, then prior to offering to lease such ROFO Space to any 3rd parties, Landlord shall deliver notice thereof to Tenant (the “ROFO Notice”) setting forth a description of the ROFO Space in question (including the rentable area thereof), the Landlord’s determination of Fixed Rent and Additional Rent the fair market rental value (as defined in Section 4.4), for such ROFO Space, the other material business terms upon which Landlord is willing to lease the ROFO Space, and the date Landlord anticipates that the ROFO Space will become available for leasing (which shall be no later than one (1) year after the date of the ROFO Notice)leasing. Provided that all of the conditions precedent set forth in this Article 31 17 are fully satisfied by Tenant, Tenant shall have the option (the “ROFO Option”), exercisable by Tenant delivering written notice (the “Acceptance Notice”) to Landlord within ten twenty (1020) Business Days calendar days after delivery by Landlord of the ROFO Notice, to lease all of the subject ROFO Space upon all of the terms and conditions set forth in the ROFO Notice, including the Fixed Rent Basic Rent, Escalation Rent, and Additional Rent for the ROFO Space designated by Landlord as set forth therein. Time shall be of the essence as to Tenant’s giving of the Acceptance Notice with respect to any ROFO Space. If (a) Tenant fails to deliver an Acceptance Notice within such ten twenty (1020) Business Day day period, or (b) if Tenant timely delivers an Acceptance Notice as aforesaid but does not execute and deliver a final fully executed amendment to this Lease with respect to the leasing of the ROFO Space, in form and substance reasonably satisfactory to Landlord, within thirty (30) days after delivery by Landlord of the proposed lease amendment to Tenant, then Tenant shall be deemed to have rejected the option to lease the applicable ROFO Space (the “Rejected ROFO Space”). In such event, except as set forth belowin this paragraph, Tenant shall have no further rights or claims with respect to the Rejected ROFO Space, Landlord shall have no further liabilities or obligations to Tenant with respect to the Rejected ROFO Space, and Landlord may elect to lease the Rejected ROFO Space to 3rd parties upon such terms and conditions as Landlord may determine in its discretion. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its ROFO Option but failed to deliver an Acceptance Notice within the foregoing ten twenty (1020) Business Day periodday period set forth above, and (ii) thereafter prior to entering Landlord does not enter into a lease (or leases) for such ROFO Space Landlord proposes to lease the respective ROFO Space to within a prospective tenant on terms that are “materially more favorable” than those set forth in period of twelve (12) months following the date of the ROFO Notice previously delivered to TenantNotice, then Tenant’s rights with respect to the respective ROFO Space shall be revived and Tenant shall once again have a ROFO Option with respect to the respective ROFO Space. For purposes hereofIn addition, notwithstanding the foregoing, if any Rejected ROFO Space shall be leased to any third party and, after the expiration or termination of said lease (including any extensions or renewals which may, from time to time, be granted to the Tenant pursuant to said lease), such Rejected ROFO Space again becomes available for leasing prior to the expiration or earlier termination of the Term of this Lease or the expiration of the ROFO Rights of Tenant pursuant to Section 17.6, then Tenant’s right of first offer under this Article 17 with respect to such Reject ROFO Space shall again become effective, in accordance with and subject to all of the terms offered and conditions thereof. Notwithstanding the foregoing, if Tenant, in its good faith reasonable judgment, determines that the rate set forth in Landlord’s ROFO Notice does not accurately reflect the fair market rental value for the respective ROFO Space, Tenant may elect to exercise the ROFO Option and provide Landlord with an Acceptance Notice which expressly and specifically states that Tenant objects to the Landlord’s determination of the fair market rental value for the respective ROFO Space. Such exercise of the ROFO Option shall be unconditional and irrevocable, subject only to the determination of the fair market rental value for the respective ROFO Space. In such event, for a prospect period of fifteen (15) days after the delivery of Tenant’s Acceptance Notice, Landlord and Tenant shall work together in good faith to determine the fair market rental value for the ROFO Space. If Landlord and Tenant fail to agree upon the fair market rental value for the respective ROFO Space within such fifteen (15) day period, then the fair market rental value shall be determined in accordance with the arbitration procedure described in Sections 4.4(b), 4.4(c), and 4.4(d) of this Lease. If Tenant fails to provide an Acceptance Notice which expressly and specifically state that Tenant objects to Landlord’s determination of fair market rental value for the respective ROFO Space, then Tenant shall be deemed to be “materially more favorable” from those set forth in the ROFO Notice if there is a reduction of more than six percent (6%) in the “bottom line” cost per rentable square foot of the ROFO Space to the prospective tenant, when compared with the “bottom line” cost per rentable square foot for the ROFO Space under the ROFO Notice, determined by considering all of the economic terms of both proposals, respectively, including, among other relevant factors, the fixed rent, the tax and expense escalation, the additional rent, any free rent periods, and any other concessions and allowances. Additionally, in the event that Landlord has not leased the applicable ROFO Space to a third party by the date that is one hundred eighty (180) days after have accepted Landlord’s delivery to Tenant of the ROFO Notice for such ROFO Space, then Landlord shall not lease the applicable ROFO Space unless it delivers another ROFO Notice with respect to such ROFO Space to Tenant in accordance with this Section 31determination.

ROFO Rights. If (a) Provided that at any the time between of such availability and at the first (1st) anniversary of the Commencement Date and the date which is eighteen (18) months prior time Subtenant elects to the Expiration Date (as the same may be extended pursuant to Article 28) Landlord in its sole discretion determines that any rentable area in the Building (each lease such area, a “ROFO Space”) has become “available for leasing” Offered Space (as hereinafter defined) (i) there then exists no Default or condition which, with the giving of notice or passage of time or both, would constitute a Default, (ii) this Sublease is then in full force and effect, and (iii) original Subtenant named under this Sublease or Subtenant’s Permitted Transferee is in actual occupancy of not less than [***] ([***]) full floors of the Subleased Premises (except during any period prior to initial occupancy of the Subleased Premises), if, at any time during the Initial Term all or any portion of the Premises within the 125 Binney Building, except as provided below (the “First Offer Space”), shall become available for sublease (and provided that specifically excluding any portion of the conditions precedent set forth in Section 31.3 below are then satisfied, then prior Premises which Sublandlord desires to offering to lease such ROFO Space retain for its own use or sublease to any 3rd partiesentity controlled by, Landlord controlling, or under common control with, Sublandlord), Sublandlord shall deliver notice thereof to Tenant notify Subtenant in writing (the “ROFO Notice”) setting forth a description of the ROFO Space in question (including the rentable area thereof), identifying the Landlord’s determination of Fixed Rent space available (the “ROFO Offered Space”) and Additional Rent for such ROFO Space, shall set forth the other material business terms upon and conditions on which Landlord Sublandlord is willing to lease the ROFO Offered Space. Notwithstanding the foregoing, in no event shall the First Offer Space include or shall this first offer right apply to (i) any Contraction Space (as hereinafter defined) which may have been deleted from the Subleased Premises in accordance with Section 8, or (ii) any portion of the first (1st) floor allocated for a café or food service area. (b) Subtenant shall have the right (the “First Offer Right”), by giving written notice to Sublandlord within ten (10) business days after receipt of the ROFO Notice, time being of the essence, to lease the ROFO Offered Space on the terms offered by Sublandlord, and Subtenant’s election to lease the ROFO Offered Space shall constitute a binding agreement to lease the ROFO Offered Space on the terms offered by Sublandlord. If Subtenant shall so elect to lease the ROFO Offered Space, it shall promptly after such election enter into an amendment to this Sublease incorporating the terms contained in Sublandlord’s notice, but failure to do so shall have no effect on Subtenant’s agreement to lease the ROFO Offered Space. If Subtenant shall not elect to lease the ROFO Offered Space within such ten (10) business day period, then Subtenant shall have no further rights under this Section with respect to the ROFO Offered Space, and Sublandlord shall be free to sublease any or all of such space to a third party or parties from time to time on such terms and conditions as Sublandlord may deem appropriate; provided, however, that if Sublandlord does not lease the date Landlord anticipates that the Offered Space to a third party or parties within [***] after giving such notice to Subtenant (as described in subsection (d) below), and such ROFO Offered Space will is still available for sublease (or thereafter if such ROFO Offered Space shall again become available for leasing (which sublease), then Sublandlord shall not lease the ROFO Offered Space to any third party or parties without first again offering the ROFO Offered Space to Subtenant pursuant to the terms hereof. Nothing herein shall be no later construed to limit Subtenant’s rights under this Section with respect to space within the First Offer Space other than one the ROFO Offered Space. The First Offer Right shall be personal to the original Subtenant named in this Sublease and shall be void if the interest of the Subtenant originally named in this Sublease is assigned or otherwise transferred except to a Permitted Transferee. (1c) year after For purposes of this Section, space shall not be deemed to be “available for sublease” (i) in the event that Sublandlord desires to utilize such space for its own purposes or to sublease any of the First Offer Space to any entity controlled by, controlling, or under common control with, Sublandlord, or (ii) in the event that Sublandlord and an existing occupant of such space desire to renew or extend such existing occupant’s sublease or enter into a new sublease; and Subtenant’s rights under this Section shall be subject and subordinate to any such extension, renewal, or subleasing to such existing occupant occupying its then current space. (d) If Subtenant shall not elect to lease the ROFO Offered Space pursuant to an offer from Sublandlord under this Section as aforesaid, then notwithstanding anything to the contrary contained in the preceding paragraph, if Sublandlord shall thereafter (i) fail to lease the Offered Space for a Net Effective Rental (as hereinafter defined) of not less than [***] percent ([***]%) of the Net Effective Rental proposed to Subtenant within [***] from the date of the ROFO Notice). Provided that all of the conditions precedent set forth in this Article 31 are fully satisfied by Tenant, Tenant shall have the option (the “ROFO Option”), exercisable by Tenant delivering written notice (the “Acceptance Notice”) to Landlord within ten (10) Business Days after delivery by Landlord of the ROFO Notice, to lease all of the subject ROFO Space upon all of the terms and conditions set forth in the ROFO Notice, including the Fixed Rent and Additional Rent for the ROFO Space designated by Landlord as set forth therein. Time shall be of the essence as to Tenant’s giving of the Acceptance Notice with respect to any ROFO Space. If Tenant fails to deliver an Acceptance Notice within such ten (10) Business Day period, then Tenant shall be deemed to have rejected the option to lease the applicable ROFO Space (the “Rejected ROFO Space”). In such event, except as set forth below, Tenant shall have no further rights or claims with respect to the Rejected ROFO Space, Landlord shall have no further liabilities or obligations to Tenant with respect to the Rejected ROFO Space, and Landlord may elect to lease the Rejected ROFO Space to 3rd parties upon such terms and conditions as Landlord may determine in its discretion. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its ROFO Option but failed to deliver an Acceptance Notice within the foregoing ten (10) Business Day period, and (ii) thereafter prior to entering into a lease (or leases) such space remains available for such ROFO Space Landlord proposes sublease, and Sublandlord shall propose to lease the respective ROFO Offered Space for a Net Effective Rental of less than [***] percent ([***]%) of the Net Effective Rental proposed to Subtenant, Sublandlord shall re-offer the ROFO Offered Space to a prospective tenant on terms that are Subtenant pursuant to this Section. The term “materially more favorableNet Effective Rental” than those set forth in the ROFO Notice previously delivered to Tenantshall mean for purposes of this Section, then Tenant’s rights with respect to any proposed lease of ROFO Offered Space, the respective ROFO Space shall be revived net present value, determined as of the effective date of the proposed sublease, using a discount rate of [***] percent ([***]%), of the aggregate of all Base Rent, Expense Rent, Parking Charges and Tenant shall once again Subtenant Surcharges payable under the proposed sublease, discounted from the date such payment would have a ROFO Option with respect been made under the proposed sublease to the respective ROFO Space. For purposes hereofcommencement date of the proposed sublease, after deducting therefrom the terms offered amount of all inducements (such as, by way of example only, work allowances, work letters or rent abatements) that are (or will be) granted by Sublandlord to such subtenant in respect thereof, discounted, using a prospect shall be deemed to be “materially more favorable” from those set forth in the ROFO Notice if there is a reduction discount rate of more than six [***] percent (6[***]%) in the “bottom line” cost per rentable square foot of the ROFO Space to the prospective tenant), when compared with the “bottom line” cost per rentable square foot for the ROFO Space under the ROFO Notice, determined by considering all of the economic terms of both proposals, respectively, including, among other relevant factors, the fixed rent, the tax and expense escalation, the additional rent, any free rent periods, and any other concessions and allowances. Additionally, in the event that Landlord has not leased the applicable ROFO Space to a third party by from the date that is one hundred eighty (180) days after Landlord’s delivery such inducements were to Tenant have been given under the proposed sublease to the commencement date of the ROFO Notice for such ROFO Space, then Landlord shall not lease the applicable ROFO Space unless it delivers another ROFO Notice with respect to such ROFO Space to Tenant in accordance with this Section 31proposed sublease.

ROFO Rights. If at any time between the first (1st) anniversary of the Commencement Effective Date and the date which is eighteen twelve (1812) months prior to the Expiration Date (as the same may be extended pursuant to Article 28) Date, Landlord in its sole discretion determines that any separately demised rentable area located in the Building (each such area, a “ROFO Space”) has become “available for leasing” (as hereinafter defined), and provided that the conditions precedent set forth in Section 31.3 27.3 below are then satisfied, then prior to offering to lease such ROFO Space to any 3rd third (3rd) parties, Landlord shall deliver notice thereof to Tenant (the “ROFO Notice”) setting forth a description of the ROFO Space in question (including the rentable area thereof), the Landlord’s determination of Fixed Base Rent and Additional Rent for such ROFO Space, the other material business terms upon which Landlord is willing to lease the ROFO Space, and the date Landlord anticipates that the ROFO Space will become available for leasing (which shall be no later than one (1) year after the date of the ROFO Notice)leasing. Provided that all of the conditions precedent set forth in this Article 31 27 are fully satisfied by Tenant, Tenant shall have the option (the “ROFO Option”), exercisable by Tenant delivering written notice (the “Acceptance Notice”) to Landlord within ten (10) Business Days days after delivery by Landlord of the ROFO Notice, to lease all of the subject ROFO Space upon all of the terms and conditions set forth in the ROFO Notice, including the Fixed Base Rent and Additional Rent for the ROFO Space designated by Landlord as set forth therein. Time shall be of the essence as to Tenant’s giving delivery of the an Acceptance Notice with respect to any ROFO Space. If Tenant fails to deliver an Acceptance Notice within such ten (10) Business Day day period, then Tenant shall be deemed to have rejected the option to lease the applicable ROFO Space (the “Rejected ROFO Space”). In such event, except as set forth below, Tenant shall have no further rights or claims with respect to the Rejected ROFO Space, Landlord shall have no further liabilities or obligations to Tenant with respect to the Rejected ROFO Space, and Landlord may elect to lease the Rejected ROFO Space to 3rd third (3rd) parties upon such terms and conditions as Landlord may determine in its discretion. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its ROFO Option but failed to deliver an Acceptance Notice within the foregoing ten (10) Business Day period, and (ii) thereafter prior to entering into a lease (or leases) for such ROFO Space Landlord proposes to lease the respective ROFO Space to a prospective tenant on terms that are “materially more favorable” than those set forth in the ROFO Notice previously delivered to Tenant, then Tenant’s rights with respect to the respective ROFO Space shall be revived and Tenant shall once again have a ROFO Option with respect to the respective ROFO Space. For purposes hereof, the terms offered to a prospect shall be deemed to be “materially more favorable” from those set forth in the ROFO Notice if there is a reduction of more than six percent (6%) in the “bottom line” cost per rentable square foot of the ROFO Space to the prospective tenant, when compared with the “bottom line” cost per rentable square foot for the ROFO Space under the ROFO Notice, determined by considering all of the economic terms of both proposals, respectively, including, among other relevant factors, the fixed rent, the tax and expense escalation, the additional rent, any free rent periods, and any other concessions and allowances. Additionally, in the event that Landlord has not leased the applicable ROFO Space to a third party by the date that is one hundred eighty (180) days after Landlord’s delivery to Tenant of the ROFO Notice for such ROFO Space, then Landlord shall not lease the applicable ROFO Space unless it delivers another ROFO Notice with respect to such ROFO Space to Tenant in accordance with this Section 31.

ROFO Rights. If at any time between the first (1st) anniversary of the Commencement Date and the date which is eighteen twelve (1812) months prior to the Expiration Date (as the same may be extended pursuant to Article 28) Section 2.3), Landlord in its sole discretion determines that any separately demised rentable area in on the sixth (6th) floor of the Building (each such area, a “ROFO Space”) has become “available for leasing” (as hereinafter defined), and provided that the conditions precedent set forth in Section 31.3 (c) below are then satisfied, then prior to offering to lease such ROFO Space to any 3rd third parties, Landlord shall deliver notice thereof to Tenant (the “ROFO Notice”) setting forth a description of the ROFO Space in question (including the rentable area thereof), the Landlord’s determination of Annual Fixed Rent Rental Rate and Additional Rent for such ROFO Space, the other material business terms upon which Landlord is willing to lease the ROFO Space, including, without limitation, that the lease term with respect to the ROFO Space shall be co-terminus with the expiration of the Term of this Lease, as the same may be extended or terminated as provided in this Lease, and the date Landlord anticipates that the ROFO Space will become available for leasing (which shall be no later than one (1) year after the date of the ROFO Notice)leasing. Provided that all of the conditions precedent set forth in this Article 31 Section 2.4 are fully satisfied by Tenant, Tenant shall have the option (the “ROFO Option”), exercisable by Tenant delivering written notice (the “Acceptance Notice”) to Landlord within ten twenty (1020) Business Days calendar days after delivery by Landlord of the ROFO Notice, to lease all of the subject ROFO Space upon all of the terms and conditions set forth in the ROFO Notice, including the Annual Fixed Rent Rental Rate and Additional Rent for the ROFO Space designated by Landlord as set forth therein. Time shall be of the essence as to Tenant’s giving of the Acceptance Notice with respect to any ROFO Space. If (a) Tenant fails to deliver an Acceptance Notice within such ten twenty (1020) Business Day day period, or (b) if Tenant timely delivers an Acceptance Notice as aforesaid but does not execute and deliver a final fully executed amendment to this Lease with respect to the leasing of the ROFO Space, in form and substance reasonably satisfactory to Landlord, within thirty (30) days after delivery by Landlord of the proposed lease amendment to Tenant, which lease amendment shall, inter alia, contain the same terms as those set forth in the ROFO Notice, then Tenant shall be deemed to have rejected the option to lease the applicable ROFO Space (the “Rejected ROFO Space”). In such event, except as set forth belowexpressly and specifically provided in Section 2.4(f), Tenant shall have no further rights or claims with respect to the Rejected ROFO Space, Landlord shall have no further liabilities or obligations to Tenant with respect to the Rejected ROFO Space, and Landlord may elect to lease the Rejected ROFO Space to 3rd third parties upon such terms and conditions as Landlord may determine in its discretion. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its ROFO Option but failed to deliver an Acceptance Notice within the foregoing ten (10) Business Day period, and (ii) thereafter prior to entering into a lease (or leases) for such ROFO Space Landlord proposes to lease the respective ROFO Space to a prospective tenant on terms that are “materially more favorable” than those set forth in the ROFO Notice previously delivered to Tenant, then Tenant’s rights with respect to the respective ROFO Space shall be revived and Tenant shall once again have a ROFO Option with respect to the respective ROFO Space. For purposes hereof, the terms offered to a prospect shall be deemed to be “materially more favorable” from those set forth in the ROFO Notice if there is a reduction of more than six percent (6%) in the “bottom line” cost per rentable square foot of the ROFO Space to the prospective tenant, when compared with the “bottom line” cost per rentable square foot for the ROFO Space under the ROFO Notice, determined by considering all of the economic terms of both proposals, respectively, including, among other relevant factors, the fixed rent, the tax and expense escalation, the additional rent, any free rent periods, and any other concessions and allowances. Additionally, in the event that Landlord has not leased the applicable ROFO Space to a third party by the date that is one hundred eighty (180) days after Landlord’s delivery to Tenant of the ROFO Notice for such ROFO Space, then Landlord shall not lease the applicable ROFO Space unless it delivers another ROFO Notice with respect to such ROFO Space to Tenant in accordance with this Section 31.