Common use of Tenant’s Right of First Offer Clause in Contracts

Tenant’s Right of First Offer. (A) As of the date hereof, (i)the entire third floor space in the Building as shown on Exhibit E-1 (the "Allegiance Space") is leased to Allegiance Telecom Company Worldwide ("Allegiance") and (ii) the portion of the first floor space in the Building as shown on Exhibit E-2 (the "Authentica Space") is leased to Authentica, Inc.,("Authentica"). The Allegiance Space and the Authentica Space are hereinafter sometimes collectively called the "Offering Space." The existing lease to Allegiance and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereof, rights of the first offer, rights of the first refusal, and any other types of expansion options and rights and any amendments thereto is hereinafter called the "Allegiance Lease." The existing lease to Authentica and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereof, rights of first offer, rights of first refusal, any other types of expansion options and rights and amendments thereto is hereinafter called the "Authentica Lease." Each of Allegiance (and its successors and assigns) and Authentica (and its successors and assigns) is hereinafter individually referred to as an "Existing Tenant" as the context admits and Allegiance and Authentica and their successors and assigns are hereinafter collectively sometimes called the "Existing Tenants." The Allegiance Lease is sometimes called an "Existing Lease" and the Authentica Lease is sometimes called an Existing Lease and the Authentica Lease is sometimes called an Existing Lease and the Allegiance Lease and the Authentica Lease are hereinafter collectively sometimes called the "Existing Leases." The rights of Tenant under this Section 2.1.1. are hereby made subject and subordinate to the Existing Leases and the rights of the Existing Tenants thereunder, which rights are prior to the rights of Tenant under this Section notwithstanding that amendments to the Existing Leases may be executed subsequent to the date of this Lease.

Tenant’s Right of First Offer. If (Ai) As there is then no Material Event of the date hereofDefault, (i)the entire third floor space ii) this Lease is otherwise in full force and effect, (iii) Tenant named herein (or an Affiliate of that Tenant) is the tenant under this Lease and is occupying not less than 300,000 rentable square feet in the Building as shown on Exhibit E-1 (the "Allegiance Space"not recaptured by Owner pursuant to this Lease and disregarding any Major Sublease referred to in Section 30.4), (iv) is leased Tenant’s right under this Article has not been terminated pursuant to Allegiance Telecom Company Worldwide ("Allegiance") any express provision set forth in this Lease, and (iiv) on the portion estimated date of the first floor space in the Building substantial completion of construction under this Section (as shown on Exhibit E-2 (the "Authentica Space") is leased to Authentica, Inc.,("Authentica"reasonably determined by Owner’s construction manager or general contractor). The Allegiance Space and the Authentica Space are hereinafter sometimes collectively called the "Offering Space." The existing lease to Allegiance and the terms thereof including, but not limited to, the original remaining Term shall be 10 years or more (including the extended term thereofif Tenant has then duly exercised, options or simultaneously with Tenant’s exercise of Tenant’s right under this Section duly exercises, Tenant’s right to extend the term thereofTerm as provided in this Lease), rights if at any time during the Term Owner desires to lease all or any part of any office space erected or to be erected by Owner on any property owned or controlled by Owner within the Square Block (collectively, the “Leased Property”) to an unrelated third party, Owner shall give notice thereof to Tenant, which notice shall include an offer by Owner to Tenant for Tenant to lease the Leased Property at the rent and other terms set forth in Owner’s notice, and otherwise on the terms of this Lease (including, without limitation, the Fixed Expiration Date). Tenant shall have the right, to be exercised by Tenant’s notice to Owner within 60 days following receipt of Owner’s notice (time being of the first offeressence), rights to lease the Leased Property. Tenant’s right under this Article shall not apply to the use, leasing or development of the first refusalany portion of said property for any purpose other than offices, and if Owner shall desire to do so Tenant shall not have any other types right with respect thereto pursuant to this Article, and Tenant’s rights under Article 32 shall not apply to that portion of expansion options and rights and any amendments thereto is hereinafter called the "Allegiance Leasesaid property." The existing lease to Authentica and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereof, rights of first offer, rights of first refusal, any other types of expansion options and rights and amendments thereto is hereinafter called the "Authentica Lease." Each of Allegiance (and its successors and assigns) and Authentica (and its successors and assigns) is hereinafter individually referred to as an "Existing Tenant" as the context admits and Allegiance and Authentica and their successors and assigns are hereinafter collectively sometimes called the "Existing Tenants." The Allegiance Lease is sometimes called an "Existing Lease" and the Authentica Lease is sometimes called an Existing Lease and the Authentica Lease is sometimes called an Existing Lease and the Allegiance Lease and the Authentica Lease are hereinafter collectively sometimes called the "Existing Leases." The rights of Tenant under this Section 2.1.1. are hereby made subject and subordinate to the Existing Leases and the rights of the Existing Tenants thereunder, which rights are prior to the rights of Tenant under this Section notwithstanding that amendments to the Existing Leases may be executed subsequent to the date of this Lease.

Tenant’s Right of First Offer. (A) As of the date hereof, the fourth (i)the entire third 4th) floor space in of the Building as shown on Exhibit E-1 (the "Allegiance First Offer Space") is leased currently unoccupied. Landlord shall have the right to Allegiance Telecom Company Worldwide ("Allegiance") market and (ii) the portion of the first floor space in the Building as shown on Exhibit E-2 lease such First Offer Space to third parties (the "Authentica SpaceInitial Tenants") is leased to Authentica, Inc.,("Authentica")in Landlord's sole discretion. The Allegiance Space and the Authentica Space are hereinafter sometimes collectively called the "Offering Space." The existing lease to Allegiance Any such leases and the terms thereof thereof, including, but not limited to, the original term thereofterms, any options to extend the term thereofterms, any expansion rights of the first offer, rights of the first refusal, and any other types of expansion or options and rights and any amendments thereto is are hereinafter called the "Allegiance Lease." The existing lease to Authentica and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereof, rights of first offer, rights of first refusal, any other types of expansion options and rights and amendments thereto is hereinafter called the Initial Leases"Authentica Lease." Each of Allegiance (and its successors and assigns) and Authentica (and its successors and assigns) is hereinafter individually referred to as an "Existing Tenant" as the context admits and Allegiance and Authentica and their successors and assigns are hereinafter collectively sometimes called the "Existing Tenants." The Allegiance Lease is sometimes called an "Existing Lease" and the Authentica Lease is sometimes called an Existing Lease and the Authentica Lease is sometimes called an Existing Lease and the Allegiance Lease and the Authentica Lease are hereinafter collectively sometimes called the "Existing Leases." The rights of Tenant under this Section 2.1.1. are hereby made subject and subordinate Subject to the Existing Initial Leases and the rights of the Existing Initial Tenants thereunder, which rights are prior to the rights offer right of Tenant under this Section 2.1.2 and notwithstanding that amendments to the Existing Initial Leases may be executed by the Initial Tenants subsequent to the date of this Lease, and provided that at the time any portion of the First Offer Space becomes available for leasing (i) there is no "Event of Default" (as defined in Section 7.1), (ii) Tenant has not assigned this Lease or sublet in the aggregate thirty-three percent (33%) or more of the Rentable Floor Area of the Premises (except for an assignment or subletting permitted without Landlord's consent under Section 5.6.1 hereof) and (iii) this Lease is still in full force and effect, Landlord agrees not to enter into a lease or leases to relet any portion of the First Offer Space on or after October 1, 2004 without first giving to Tenant an opportunity to lease such space on the terms and conditions hereinafter provided. If such space becomes so available for reletting, Landlord shall notify Tenant of the availability of such space ("Landlord's Offer Notice") and shall advise Tenant of the annual fair market rent for such space as of the date when the same becomes so available for reletting based upon the use of such space as first class office space and the location of such space in the Building utilizing properties of similar character within the Boston West Suburban Market and other business terms upon which Landlord is willing to lease such space (collectively, the "First Offer Space Terms and Conditions"). (B) If Tenant wishes to exercise Tenant's right of offer, Tenant shall do so, if at all, by giving Landlord notice within fifteen (15) business days after receipt of Landlord's Offer Notice, time being of the essence, (i) of Tenant's desire to lease such space on the terms set forth in Landlord's Offer Notice or (ii) requesting a broker determination of the "Prevailing Market Rent" and other business terms and conditions for such space (the "First Offer Space Broker Determination"), to be made in the manner set forth in Exhibit F. (C) If Tenant timely shall give the notice specified in subsection (B)(i) hereinabove, the same shall constitute an agreement to enter into an amendment to this Lease to incorporate such space into the Premises within twenty (20) days thereafter, upon all of the same terms and conditions contained in this Lease, except for the provisions of this Section 2.1.2, the Annual Fixed Rent and other business terms and conditions for such space (which shall be the First Offer Space Terms and Conditions as quoted by Landlord) and those provisions which are inconsistent with the terms of Landlord's Offer Notice. If Tenant timely shall have given the notice specified in subsection (B) (ii) above requesting the First Offer Space Broker Determination, then in order to exercise its right of first offer, Tenant, within fifteen (15) business days after receipt of the First Offer Space Broker Determination, shall give written notice to Landlord of Tenant's exercise of its right of offer pursuant to this Section, in which case the Annual Fixed Rent and other business terms and conditions for such space shall be as determined by the First Offer Space Broker Determination. Upon the giving of notice by Tenant within said fifteen (15) day period as provided in this subsection then the same shall constitute an agreement to enter into an amendment to this Lease to incorporate such space into the Premises within twenty (20) days thereafter upon all the same terms, conditions, covenants and agreements contained in this Lease, except for the provisions of this Section 2.1.2, the Annual Fixed Rent and other business terms and conditions for such space which shall be determined as described in this subsection and those provisions which are consistent with the terms of Landlord's Offer Notice. (D) If Tenant shall not so exercise such right to lease such space within the periods specified in subsections (B) or (C) above, as applicable, time being of the essence in respect of such exercise, Tenant shall have no further right of offer hereunder with respect to that portion of the First Offer Space then being offered for lease (it being understood that Tenant's right of first offer shall be a one time right only) and Landlord shall be free to enter into a lease or leases of such space with another prospective tenant or tenants upon such terms and conditions as Landlord shall determine, which terms may include rights for options to extend the term or to expand the size of the premises under such lease or leases; provided, however, that if following the date of Landlord's Offer Notice, Landlord proposes to lease the applicable portion of the First Offer Space at a rental rate that is equal to or less than ninety-five percent (95%) of the rental rate set forth in Landlord's Offer Notice, the terms of this Section 2.1.2 shall continue to apply to such portion of the First Offer Space. (E) If Tenant shall exercise any such right of first offer and if, thereafter, the then occupant of the premises with respect to which Tenant shall have so exercised such right wrongfully fails to deliver possession of such premises at the time when its tenancy is scheduled to expire, commencement of the term of Tenant's occupancy and lease of such additional space shall, in the event of such holding over by such occupant, be deferred until possession of the additional space is delivered to Tenant and no rent shall be due on such additional space until the same is delivered to Tenant. The failure of the then occupant of such premises to so vacate, shall not give Tenant any right to terminate this Lease or to deduct from, offset against or withhold Annual Fixed Rent or additional rent or other charges payable under this Lease or any portions thereof. Notwithstanding the foregoing, Tenant shall have the right to rescind its exercise of its right of first offer hereunder in the event that Landlord shall fail to deliver the applicable portion of the First Offer Space within six (6) months from the delivery date set forth in Landlord's Offer Notice, which such rescission shall be set forth in a notice given by Tenant to Landlord no later than fifteen (15) days from the expiration of the aforesaid six-month period. (F) It is understood and agreed that Tenant's rights as set forth in this Section 2.1.2 shall be independent of its rights as set forth in Section 2.1.1 above, such that Tenant shall have the right to lease the First Offer Space regardless of whether or not it has exercised its rights to lease Expansion Premises A and/or Expansion Premises B.

Tenant’s Right of First Offer. (A) As Following the expiration of the date hereof, initial lease of the ROFO Space (i)the entire third floor space in the Building as shown on Exhibit E-1 (the "Allegiance Space") is leased to Allegiance Telecom Company Worldwide ("Allegiance"hereinafter defined) and (ii) vacancy thereof, subject to Landlord’s right to renew the lease of any initial tenant of any portion of the ROFO Space (or the initial tenant’s successors, assigns or subtenants), and subject further to the provisions contained below, Tenant shall have a right of first offer (“ROFO”) to lease the applicable portion of the 8th floor space coming available (“ROFO Space”), provided Tenant has a minimum of three (3) years remaining in the Building as shown on Exhibit E-2 Lease Term (or Tenant exercises a Renewal Option so to have at least three (3) years remaining). Tenant hereby agrees and acknowledges that the "Authentica ROFO Space is currently available for lease and that Tenant’s ROFO shall only apply following the initial leasing of the ROFO Space", the expiration of the initial lease of the ROFO Space to a third party, and the vacating of the ROFO Space by the initial tenant or their successors, assigns or subtenants. Tenant hereby agrees and acknowledges that Landlord shall have the absolute right to renew the initial lease of the ROFO Space (or the initial tenant’s successors, assigns or subtenants) if it so desires and such a renewal shall not be in violation of this Section. Tenant shall have the right to exercise its ROFO hereunder only in the event that no default beyond any applicable notice and cure period then exists and is leased continuing in the performance of the any of the terms of the Lease. When a ROFO Space Vacancy occurs, prior to Authenticamarketing or offering the ROFO Space for lease to a third party, Inc.,("Authentica"Landlord shall give Tenant written notice informing Tenant that it intends to offer the ROFO Space for lease (“ROFO Notice”). The Allegiance Space and ROFO Notice shall include the Authentica Space are hereinafter sometimes collectively called the "Offering Space." The existing lease to Allegiance and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereof, rights applicable portion of the first offerROFO Space being offered for lease, rights of the first refusal, and Landlord’s proposed rental and any other types terms Landlord may wish to propose in connection with the lease of expansion options and rights and any amendments thereto the ROFO Space. Tenant shall only have the right to exercise the ROFO with regard to the entirety of the ROFO Space referenced in the ROFO Notice, not a portion. If the ROFO is hereinafter called exercised in the "Allegiance Lease." The existing lease first five (5) Lease Years of the initial Lease Term, then the ROFO Space shall be added to Authentica and the Lease by amendment on the same per square foot economic terms then in effect for the Premises, except that the additional parking spaces to be made available to Tenant with regard to the ROFO Space shall be at the then standard charge (rather than the preferred rate of $25.00/parking space, per month granted to Tenant in Section 5.21). If the ROFO is exercised after the expiration of the fifth (5th) Lease Year, the ROFO Space shall be leased upon the terms thereof includingset forth in the ROFO Notice. Notwithstanding the foregoing, but not limited toif Landlord subsequently determines to lease the ROFO Space for the economic equivalent of a lower rent (taking into account any tenant allowances, benefits and credits) than was set forth in the original term thereofROFO Notice, options to extend the term thereof, rights of first offer, rights of first refusal, any other types of expansion options then Landlord will provide Tenant with a second ROFO Notice setting forth such lower rent and rights and amendments thereto is hereinafter called the "Authentica Lease." Each of Allegiance Tenant shall have ten (and its successors and assigns10) and Authentica (and its successors and assigns) is hereinafter individually referred to as an "Existing Tenant" as the context admits and Allegiance and Authentica and their successors and assigns are hereinafter collectively sometimes called the "Existing Tenants." The Allegiance Lease is sometimes called an "Existing Lease" and the Authentica Lease is sometimes called an Existing Lease and the Authentica Lease is sometimes called an Existing Lease and the Allegiance Lease and the Authentica Lease are hereinafter collectively sometimes called the "Existing Leases." The rights of Tenant under this Section 2.1.1. are hereby made subject and subordinate to the Existing Leases and the rights of the Existing Tenants thereunder, which rights are prior to the rights of Tenant under this Section notwithstanding that amendments to the Existing Leases may be executed subsequent to business days following the date of this Leasesuch second ROFO Notice to determine if it wishes to exercise the ROFO and lease the ROFO Space at said lower rent.

Tenant’s Right of First Offer. (A) As of 31.1 Landlord agrees that Tenant shall have the date hereofright, (i)the entire third floor at any time and from time to time during the Lease Tern, to lease additional space in the Building (“ROFO Space”), including storage space, as shown it becomes “available” (as defined below), subject to the following terms and conditions: (a) Landlord shall notify Tenant of the availability of the ROFO Space (an “Availability Notice”). Notwithstanding the foregoing, Landlord shall not be obligated to give any Availability Notice during any time that an Event of Default has occurred and is continuing hereunder. (b) The annual Base Rent, and any escalations thereof, with respect to the ROFO Space (other than Recapture Space, which is defined below) shall be one hundred percent (100%) of the then prevailing fair market rent for the ROFO Space. The annual Base Rent, and any escalations thereof, with respect to the ROFO Space that is Recapture Space shall be the greater of (X) one hundred percent (100%) of the then prevailing fair market rent (defined below) for the ROFO Space, or (Y) the Base Rent, and escalations thereof, under the existing lease with the tenant that is then occupying the Recapture Space (in which latter case, however, the Base Rent and escalations shall be adjusted to market terms as of the date on Exhibit E-1 which the lease term of such existing tenant would have expired if Landlord had not exercised its right to recapture the Recapture Space). (c) For a period of twenty (20) days after Landlord gives an Availability Notice to Tenant, except with respect to Recapture Space, Tenant shall have the right to lease the ROFO Space from Landlord upon the terms and conditions set forth in this Lease (but without any obligation on the part of Landlord to construct, alter, renovate, repaint, recarpet or provide any construction allowance for tenant improvements in the Premises) commencing on the date the ROFO Space becomes available as set forth in the Availability Notice. In the event Tenant gives notice to Landlord (the "Allegiance “ROFO Space Election”) within such twenty (20) day period that Tenant intends to lease the ROFO Space", then (x) such ROFO Space Election shall be an irrevocable commitment on the part of Tenant to lease such ROFO Space, and (y) Landlord and Tenant shall promptly (after the Base Rent, and escalations thereof, are determined in accordance with the provisions below) execute an amendment to the Lease indicating the location and configuration of the ROFO Space, and the Base Rent, and escalations thereof, with respect to the ROFO Space, as well as the lease security to be provided. The number of square feet of rentable area of the Premises shall be measured and calculated by Landlord’s architect, subject to confirmation by Tenant’s architect pursuant to the procedure set forth in Section 30.1(c)(i), and shall be set forth in the amendment to the Lease. (d) In the event Landlord gives an Availability Notice to Tenant indicating that Landlord has the right to recapture any Recapture Space, then Tenant shall have the right to lease such Recapture Space by giving an ROFO Space Election within five (5) days after Landlord gives an Availability Notice, in which event (x) such ROFO Space Election shall be an irrevocable commitment on the part of Tenant to lease such Recapture Space, (y) Tenant shall reimburse Landlord for the reasonable costs associated with such recapture, including without limitation, any demising walls or other demising work required, promptly after Landlord provides reasonable evidence thereof; and (2) Landlord and Tenant shall promptly (after the Base Rent, and escalations thereof, are determined in accordance with the provisions below) execute an amendment to the Lease indicating the location and configuration of the Recapture Space and the Base Rent, and escalations thereof, payable with respect to the ROFO Space, as well as the lease security to be provided. (e) In the event Tenant gives an ROFO Space Election for any ROFO Space, the parties shall have thirty (30) days after Landlord’s receipt of the ROFO Space Election in which to agree on the annual Base Rent, and escalations thereof, which shall be payable for such ROFO Space, the abatements, allowances and other concessions, and the Lease security that may be required. The parties shall be obligated to conduct such negotiations in good, faith. Among the factors to be considered by the parties during such negotiations shall be the factors set forth in Rider No. 1 to this Lease. If the parties agree on the Base Rent, and escalations thereof, payable for the ROFO Space, they shall promptly execute an amendment to the Lease stating the rent so agreed upon. (f) If, during such thirty (30) day period referred to in subparagraph 31.1(e) above, the parties are unable to agree on the Base Rent, and escalations thereof payable with respect to the ROFO Space, then the fair market rent, concession package and Lease security that will be applicable thereto shall be determined in accordance with the procedure set forth in Rider No. 1. (g) For all ROFO Space, all the terms, conditions, covenants and agreements set forth in the Lease; shall apply and be binding upon Landlord and Tenant, except that (i) the annual Base Rent payable shall be the amount specified in Section 31.1(b) above, (ii) the Lease security shall be increased pursuant to the procedure set forth in Section 31.1(e) and (f) above, and (iii) abatements, allowances or other monetary concessions shall apply to the ROFO Space as set forth above. Notwithstanding anything herein to the contrary, there shall be no abatements, allowances, monetary concessions, or other concession package for any space that is leased Recapture Space, except as otherwise may be agreed by the parties in calculating fair market rent. (h) In no event shall Tenant have the right to Allegiance Telecom Company Worldwide lease less than all of the ROFO Space designated by Landlord in an Availability Notice. ("Allegiance"i) Tenant shall accept the ROFO Space in “as is” condition as of the date the same is delivered to Tenant. All work performed in the ROFO Space shall be performed in accordance with the terms and provisions of this Lease. (j) Tenant shall be obligated to pay Additional Rent with respect to the ROFO Space in accordance with the provisions of Article IV of this Lease. (k) In the event Tenant fails to timely notify Landlord of its election to lease the ROFO Space, then Tenant’s rights under this Article shall be null and void and of no further force or effect with respect to the ROFO Space that is the subject of a particular Availability Notice, and Landlord shall have the right to lease such space to any other person or entity upon any terms and conditions which Landlord desires, in its discretion; however, if such space thereafter again becomes available for leasing, then Tenant’s rights under this Article shall again be applicable. (l) The term of the lease for such ROFO Space shall be coincident with the remaining Lease Term (including any renewal term) under the Lease. (m) Notwithstanding anything herein to the contrary, Landlord shall not be obligated to offer or lease any ROFO Space to Tenant in the Building in the event there are three (3) or fewer years remaining in the Lease Term, unless Tenant exercises an option to extend the term of this Lease in accordance with Rider No. 1 hereof. Landlord shall endeavor, however, to give Tenant notice of any space that becomes available for leasing at a time when (i) less than three (3) years remain in the Lease Term, and (ii) Tenant is still within the portion time period to exercise any Renewal Option, so that Tenant may consider whether to exercise any available Renewal Option. 31.2 Except as otherwise provided below, space shall be considered to become “available” in the event (i) an existing lease with another tenant expires or is soon to expire and such tenant has not extended or renewed such lease, and Landlord is prepared to offer such space for leasing by any party other than such existing tenant; or (ii) Landlord recaptures or has a present right to recapture such space as a result of a tenant default or a tenant’s request to assign or sublease such space. Space that becomes available pursuant to clause (ii) of the first floor space immediately preceding sentence shall be referred to herein as “Recapture Space.” Landlord shall use reasonable efforts to include standard recapture rights in the assignment and subletting provisions of all other tenants’ leases in the Building. The parties acknowledge that, as part of Landlord’s initial lease-up of the Building as shown on Exhibit E-2 (the "Authentica Space") is leased “first generation leases”), Landlord shall be entitled to Authenticaenter into such first generation leases without such space being considered “available” for purposes of this Lease, Inc.,("Authentica"). The Allegiance Space and the Authentica Space are hereinafter sometimes collectively called the "Offering Space." The existing lease Landlord shall be entitled to Allegiance grant “fixed” expansion and the terms thereof including, but not limited to, the original term thereof, extension options to extend other tenants under first generation leases. Space shall not be considered to be “available” for purposes of this Lease in the term thereof, event tenants exercise any such “fixed” expansion and extension rights under such first generation leases. Once space becomes “available” any time after the initial lease-up of the first offerBuilding, rights of then such space shall be offered to Tenant pursuant to this Article XXXI as ROFO Space. In the first refusalevent Tenant elects (or is deemed to have elected) not to lease any such ROFO Space, and then Landlord shall be free to lease such space to third parties, including any other types of extension or expansion options and rights and any amendments thereto is hereinafter called the "Allegiance Lease." The existing lease to Authentica and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereofrights, rights of first offeroffer or similar rights, and such space shall not be considered “available” for purposes of this Lease until such leases expire without such tenants exercising any rights to extend or expand or similar rights. 31.3 At Landlord’s election, Landlord may rescind Tenant’s exercise of first refusalits option to lease any ROFO Space during any period in which an Event of Default exists under this Lease. If Landlord elects to rescind Tenant’s right to lease any ROFO Space as set forth in the preceding sentence, Landlord shall do so within 30 days after Tenant elects to lease the ROFO Space. 31.4 If Tenant leases any ROFO Space hereunder, Landlord shall deliver possession of the ROFO Space to Tenant promptly after the date on which the ROFO Space is vacated by the prior tenant thereof, and the term with respect to such ROFO Space shall be coterminous with the term for the initial Premises (including any renewal term). Landlord shall incur no liability, and the expiration date of the term for which the ROFO Space is leased shall not be extended, if Landlord is unable to deliver possession of the ROFO Space to Tenant due to any holdover tenant’s refusal to vacate, or for any other types reason. Landlord agrees to use reasonable efforts to obtain possession of expansion options the ROFO Space as soon as reasonably possible, including, without limitation, the commencement of eviction proceedings, which Landlord shall pursue in a diligent and rights expeditious manner. Any ROFO Space which is leased to Tenant shall be delivered by Landlord and amendments thereto is hereinafter called accepted by Tenant in its then-current “ as is” condition. 31.5 Landlord agrees to meet periodically with Tenant, at mutually agreeable times within normal business hours, to discuss the "Authentica Leasestatus of upcoming lease expirations within the Building." Each of Allegiance (and its successors and assigns) and Authentica (and its successors and assigns) is hereinafter individually referred to as an "Existing 31.6 Tenant" as the context admits and Allegiance and Authentica and their successors and assigns are hereinafter collectively sometimes called the "Existing Tenants." The Allegiance Lease is sometimes called an "Existing Lease" and the Authentica Lease is sometimes called an Existing Lease and the Authentica Lease is sometimes called an Existing Lease and the Allegiance Lease and the Authentica Lease are hereinafter collectively sometimes called the "Existing Leases." The rights of Tenant ’s right under this Section 2.1.1. are hereby made subject and subordinate to the Existing Leases and the rights of the Existing Tenants thereunder, which rights are prior to the rights of Tenant under this Section notwithstanding that amendments to the Existing Leases may be executed subsequent to the date Article XXXI shall survive any approved or permitted assignment of this Lease. Tenant shall not be entitled to exercise its rights under this Article XXXI to lease any ROFO Space if at the time Tenant would otherwise be entitled to exercise its rights, (X) Tenant has subleased more than fifty percent (50%) of the aggregate of (i) the original Premises; plus (ii) any additional expansion space then subject to this Lease; unless (Y) Tenant does not meet the foregoing requirement solely because of a sublease to a single subtenant-that occupies at feast 100,000 square feet of rentable area in the Building (regardless of whether or not other, smaller subleases also exist at such time). In clarification of the foregoing, if Tenant has a sublease to a single subtenant that occupies over 100,000 rentable square feet (a “Large Sublease”), then the calculation of whether Tenant has subleased more than fifty percent (50%) of the Premises shall be determined without regard to such Large Sublease. 31.7 No abatements, allowances or other concessions shall apply with respect to the ROFO Space that is Recapture Space, except as otherwise may be agreed by the parties in calculating fair market rent.