Failure to Respond. If Subtenant fails to give the ROFO Space Acceptance Notice within fifteen (15) days of the giving of Sublandlord's ROFO Space Notice, time being of the essence, then with respect to the particular ROFO Space described in such Sublandlord's ROFO Space Notice, Sublandlord shall have no further obligations and Subtenant shall have no further rights under this Article 23 including, without limitation, the right to exercise the ROFO Option or sublease such ROFO Space, and Sublandlord shall be free to sublease such ROFO Space to any party at any rental rate and upon any other terms and conditions determined by Sublandlord in its sole and absolute discretion, and Sublandlord shall be under no further obligation to offer to Subtenant such ROFO Space.

Term of ROFO Space. If Subtenant shall timely and effectively give the ROFO Space Acceptance Notice as required under this Article 23 to exercise Subtenant's right to Sublease the ROFO Space described in Sublandlord's ROFO Space Notice, the Term of this Sublease with respect to such ROFO Space shall commence on the date Sublandlord delivers vacant possession of such ROFO Space to Subtenant and shall expire on the Expiration Date or such earlier date this Sublease shall terminate in accordance with the terms of this Sublease or pursuant to law.

If any portion of the ROFO Space is not so delivered to Subtenant within six (6) months after the Required Delivery Date therefor then Subtenant shall have the right (to be exercised not later than ninety (90) days following the expiration of such six (6) month period as hereinafter provided) to rescind its election to add to the Subleased Premises such ROFO Space or that portion thereof as to which possession is not obtainable, and in the latter case, Sublandlord, at its own cost, shall separate the portion which is part of the Subleased Premises so it may be legally occupied by Subtenant. If Subtenant does not exercise its rescission right within the aforesaid ninety (90) day period, then Subtenant shall be deemed to have exercised its rescission option. If Subtenant exercises such rescission option and Sublandlord does not deliver such ROFO Space to Subtenant within thirty (30) days after the giving of such rescission notice (time being of the essence), then it shall be deemed that such ROFO Space has not been offered to Subtenant and the applicable provisions of this Article 23 shall continue in full force and effect, subject to the provisions of the next sentence. Upon Sublandlord obtaining vacant possession of the ROFO Space that was the subject of the rescission exercised by Subtenant, Sublandlord agrees to reoffer the same to Subtenant in accordance with the applicable terms of this Article 23.

Subtenant shall deliver to Tenant written notice exercising its right to lease the applicable ROFO Space (“Subtenant’s ROFO Acceptance Notice”) within ten (10) days after Subtenant’s receipt Tenant’s Offer Notice, it being agreed and acknowledged by the parties hereto that in the event of # any election not to exercise the Right of First Offer or # any failure by Subtenant to timely deliver Subtenant’s ROFO Acceptance Notice with respect to the ROFO Space, Tenant shall have the right to lease the applicable ROFO Space to any third party upon terms acceptable to Tenant and such third party so long as the net effective rent (taking into account only the base rent on a net basis, and any allowances and free rent amortized over the initial term) paid by such third party is no less than ninety percent (90%) of the net effective rent in Tenant’s Offer Notice. If Tenant wishes to lease the ROFO Space for less than ninety percent (90%) of the net effective rent contained in Tenant’s Offer Notice, then Tenant shall first re-offer the ROFO Space to Subtenant in accordance with this Section 43 with such revised base rent and Subtenant shall then have ten (10) days within which to elect to lease the ROFO Space on the terms and conditions set forth in re-offer;

Documentation. If Subtenant timely delivers Subtenant’s ROFO Acceptance Notice, then, on the commencement date of Subtenant’s tenancy of the ROFO Space (the “ROFO Space Commencement Date”), the applicable portion of the ROFO Space shall become part of the Subleased Premises, except that # Subtenant’s OpEx Share shall thereafter be a fraction, expressed as a percentage, the numerator of which is rentable square footage of the Subleased Premises including the ROFO Space and the denominator of which is the Total Rentable Floor Area of the Office Portion of the Building and # Subtenant’s Tax Share shall thereafter be a fraction, expressed as a percentage, the numerator of which is rentable square footage of the Subleased Premises including the ROFO Space and the denominator of which is the Total Rentable Floor Area of the Building. Within thirty (30) days of receipt from Tenant, Subtenant shall execute and deliver to Tenant those instruments Tenant reasonably requests to evidence any sublease of ROFO Space under this Section 43 (provided that such instruments are substantially consistent with the terms of the applicable Tenant’s Offer Notice, as affected by the terms of this Section 43). If Subtenant shall fail timely to deliver Subtenant’s ROFO Acceptance Notice to Tenant, or if Subtenant does not timely execute the aforementioned instruments reasonably requested by Tenant (provided the same was accurate), Subtenant shall be deemed to have elected to not lease the applicable ROFO Space, Subtenant will have no further right to lease the applicable ROFO Space pursuant to this Section 43, and the Right of First Offer will be deemed void, terminated and relinquished on a going forward basis.

Procedure. If Sublandlord elects to market all or any portion of the ROFO Space to Third Parties (as hereinafter defined), then prior to so marketing such space to Third Parties, Sublandlord shall send to Subtenant a written notice (“Sublandlord's ROFO Space Notice”) identifying such ROFO Space and setting forth: # the approximate date (“Anticipated ROFO Space Availability Date”) on which Sublandlord anticipates in good faith that such ROFO Space shall become vacant and available for sublease, # Sublandlord's good faith determination of the Fair Market Value (as hereinafter defined) for such ROFO Space (“Sublandlord's ROFO Space Determination”) and # the rentable square foot area of the ROFO Space as determined by Sublandlord in its sole discretion. Within fifteen (15) days following the giving of Sublandlord's ROFO Space Notice, time being of the essence, Subtenant shall send to Sublandlord a written notice (“ROFO Space Acceptance Notice”) stating whether Subtenant elects to sublease the ROFO Space, and if it does so elect, whether or not Subtenant agrees to Sublandlord's ROFO Space Determination. In the event Subtenant timely gives Sublandlord the ROFO Space Acceptance Notice, but states therein that Subtenant disputes Sublandlord's ROFO Space Determination, the parties shall engage in good faith negotiations for a period of thirty (30) days to determine the Fair Market Value for the ROFO Space. If the parties cannot reach an agreement within such time, each party agrees to submit the dispute to arbitration, as set forth in [subsection 23.9(b)] herein, and pending resolution of such dispute, Subtenant shall pay Base Rent for such ROFO Space at the Fair Market Value of such ROFO Space set forth in Sublandlord's ROFO Space Determination, until such time as such dispute shall be finally determined as set forth below. Upon final determination, Sublandlord shall credit Subtenant with any applicable adjustments or Subtenant shall pay Sublandlord the amount of any deficiency (as the case may be), with interest at the Interest Rate (as defined in the Lease) from the commencement of the Term of this Sublease with respect to the ROFO Space. If Subtenant timely gives Sublandlord the ROFO Space Acceptance Notice and does not state therein that Subtenant disputes Sublandlord's ROFO Space Determination, Subtenant shall be deemed to have accepted Sublandlord's ROFO Space Determination and such amount shall be deemed the Fair Market Value for the ROFO Space to which such determination relates. The term “Third Parties”, as used herein, means any party other than Sublandlord and its Affiliates (as defined in the Lease).