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.

Any Participant or Beneficiary who at any time does not have in effect a valid election to receive dividend distributions under this Article will be deemed to have elected not to receive dividend distributions.

Article # VESTING IN ACCOUNTS 53

Failure to Elect. If no election as to the Class of a Syndicated Borrowing is specified, then the requested Syndicated Borrowing shall be deemed to be under the Multicurrency Commitments. If no election as to the Currency of a Syndicated Borrowing is specified, then the requested Syndicated Borrowing shall be denominated in Dollars. If no election as to the Type of a Syndicated Borrowing is specified, then the requested Borrowing shall be a Term SOFR Borrowing having an Interest Period of one month and, if an Agreed Foreign Currency has been specified, the requested Syndicated Borrowing shall be a Eurocurrency Borrowing or RFR Borrowing, as applicable, denominated in such Agreed Foreign Currency and having an Interest Period of one month. If a Eurocurrency Borrowing or RFR Borrowing is requested but no Interest Period is specified, # if the Currency specified for such Borrowing is Dollars (or if no Currency has been specified), the requested Borrowing shall be a Term SOFR Borrowing denominated in Dollars having an Interest Period of one month’s duration, and # if the Currency specified for such Borrowing is an Agreed Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Failure to Elect. In the event a Salary Deferral Agreement is not properly completed and in effect for a Plan Year, the Participant shall be deemed to have elected to not make any Salary Deferral Contributions for the subject Plan Year, as applicable.

Failure to Pay. If any Secured Party fails to pay any amount when due by it to Agent pursuant to the terms hereof, such amount shall bear interest, from the due date until paid in full, at the rate determined by Agent as customary for interbank compensation for two Business Days and thereafter at the Default Rate for LIBOR Loans. In no event shall Borrowers be entitled to receive credit for any interest paid by a Secured Party to Agent, nor shall any Defaulting Lender be entitled to interest on any amounts held by Agent pursuant to Section 4.2.

Failure to Elect. If no election as to the Type of a Revolving Credit Borrowing is specified, then the requested Revolving Credit Borrowing shall be a Term Benchmark Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, the requested Borrowing shall be a Term Benchmark Borrowing with an Interest Period of one month.

Failure to Exercise. In the event that Tenant fails to exercise its right as aforesaid within thirty (30) days of the date the Partial Floor ROFO Notice is given to Tenant or, in the event Tenant shall have exercised its right and Tenant shall not have executed an amendment of this Lease as aforesaid within thirty (30) days from the date the Tenant is given such an Amendment, Tenant shall be deemed to have waived its right under this Rider Section 1. Except for such waiver, Tenant’s rights under this Rider Section 1 are continuous and, therefore, if the lease in favor of a third party of the Partial Floor ROFO Space expires or otherwise terminates, and Landlord desires to accept an offer to lease such Partial Floor ROFO Space after the expiration of the third party Lease, Landlord shall again give Tenant notice of its right to lease such Partial Floor ROFO Space (subject to the provisions of this Rider Section 1).

If any Partial Floor ROFO Space shall not be available for Tenant’s occupancy on the Anticipated Partial Floor Delivery Date for any reason not within the control of Landlord, including the holding

Failure to Exercise. In the event that Tenant fails to exercise its right as aforesaid within thirty (30) days of the date the Available ROFO Notice is given to Tenant or, in the event Tenant shall have exercised its right and Tenant shall not have executed an amendment of this Lease as aforesaid within thirty (30) days from the date the Tenant is given such an Amendment, Tenant shall be deemed to have waived its right under this Rider Section 2. Except for such waiver, Tenant’s rights under this Section are continuous and, therefore, if the lease in favor of a third party of the Available ROFO Space expires or otherwise terminates, and Landlord desires to accept an offer to lease such Available ROFO Space after the expiration or termination of a third party lease, Landlord shall again give Tenant notice of its right to lease such Available ROFO Space (subject to the provisions of this Rider Section 2).