Common use of Recapture Clause in Contracts

Recapture. (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant shall desire proposes to assign its interest in this Lease, Lease or to sublet all or any part of the Demised Leased Premises, it shallLandlord may, no later than at its option, upon written notice to Tenant within thirty (30) days prior to the proposed effective date after Landlord's receipt of the assignment or subletinformation specified in Article 19.3 above, submit elect to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of recapture all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a any portion of the Demised Premises whichLeased Premises, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant and within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), notice of such election has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this LeaseTenant, then this Lease shall terminate on as to the proposed assignment portion of the Leased Premises recaptured. If all or sublease commencement date specified in a portion of the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned Leased Premises is recaptured by Landlord pursuant to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee)Article 19.4, then Tenant shall assign this Lease promptly execute and deliver to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on a termination agreement setting forth the proposed assignment or sublease commencement termination date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed subleaseLeased Premises or the recaptured portion of the Leased Premises, then (i) and prorating the Annual Basic Rent, Additional Rent and other charges payable under this Lease shall terminate to such date. If Landlord doe not elect to recapture as set forth above, Tenant may then after enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents to such part assignment or sublease pursuant to this Article 19, and provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease,(c)there is not in existence an Event of the Demised Premises on Default as of the effective date of the proposed assignment or sublease, (iid) from and after such date there have been no material changes with respect to the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area financial condition of the Demised Premises remaining bears proposed subtenant or assignee or the business such party intends to conduct in the total rentable area of the Demised Leased Premises, and aid (iiie) Tenant shall pay to Landlord, upon demand, a fully executed original of such assignment or sublease providing for an express assumption by the costs incurred by Landlord in demising separately such part assignee or subtenant of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms terms, covenants and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession promptly delivered to Landlord.

Recapture. (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than Within thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease receipt of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Transfer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date information specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Section 27.2 above, Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing conditionsole and absolute discretion, subject by Notice to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space Tenant, elect to: (a) in good order and condition. (g) In the case of a proposed subleaseSublease, either: (i) sublease the Premises or the portion thereof proposed to be sublet by Tenant shall not sublet any space to a third party at a rental which is less (on a rate per rentable square foot basis) than equal to the rental (on a lesser of the per rentable square foot basisrental rate under this Lease or the proposed Sublease or (ii) specified in Tenant’s Offer Notice with respect terminate this Lease as to such space, without complying once again with all the portion of the provisions of this Section 13.03 and re-offering such space Premises subject to Landlord at such lower rental. In the proposed Sublease, or (b) in the case of a proposed assignmentAssignment, either: (i) take an assignment of this Lease upon the same terms as those offered to the proposed assignee or (ii) terminate this Lease in its entirety. If Landlord does not respond to Tenant’s Transfer Notice thirty (30) days of Landlord’s receipt of a Transfer Notice, and all information specified in Section 27.2 above, Tenant shall transmit a second Transfer Notice and Landlord shall have fifteen (15) days following Landlord’s receipt of such second Transfer Notice to make an election pursuant to Section 27.3. If Landlord elects to proceed pursuant to clause (a)(i) or (b)(i) above, any payment by Landlord to Tenant pursuant to such clause shall not assign exceed the amount which Tenant would have received pursuant to Section 27.5.2 below if Landlord had elected to consent to the proposed Sublease or Assignment. If this Lease shall be terminated with respect to the entire Premises, the Term shall end on the proposed Transfer Date as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures only a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then portion of the consideration offered to be paid or concession offered to be granted to Landlord in Premises, the Rent during the unexpired Term and Tenant’s Offer Notice without complying once again with all Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the provisions of Premises (or portion thereof) are recaptured pursuant to this Section 13.03 27.3 and re-offering rented by Landlord to assign this Lease to Landlord and pay such consideration the proposed tenant or grant such concession to Landlordany other tenant.

Recapture. (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior Notwithstanding anything to the proposed effective date of contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to (a) the space covered by a proposed subleaseSubject Space, then or (ib) this Lease shall terminate with respect to such part if the Subject Space constitutes fifty percent (50%) or more of the Demised Premises on total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed subleaseTransfer. If Landlord terminates this Lease with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) from and after such date the Fixed Rent and Additional Monthly Base Rent shall be adjusted, adjusted based upon the proportion that on the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred retained by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may share of Escalations shall be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, equitably adjusted; and (iv) at this Lease as so amended shall continue thereafter in full force and effect (upon request of either party, the expiration parties shall execute written confirmation of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rentalsame). In the case event of such termination, Landlord shall have the right to enter into a proposed assignment, Tenant direct lease with the Transferee on such terms as shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted acceptable to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 its sole and re-offering absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, any claims for compensation or profit related to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordlease.

Recapture. (a) If Tenant shall desire proposes to assign this LeaseLease to a party which is not or which does not propose to operate a permitted use or is not qualified to do so, or to sublet whom Tenant proposes to transfer the Demised Premisesextension option set forth in Exhibit G to an assignee (which is not an Affiliate of Tenant or a surviving entity) in accordance with the provisions of this Lease, it shallLandlord may, no later than at its option and in its sole discretion, exercisable upon written notice to Tenant within thirty (30) days prior to the proposed effective date after Landlord's receipt of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer notice from Tenant set forth in Section 16.2 above, elect to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) recapture the Premises and terminate this Lease. If Tenant proposes to sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises)Premises to a party which does not intend to use the Premises for a permitted use, Landlord may, at its option and in its sole discretion, exercisable upon written notice to Tenant within thirty (ii30) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all days after Landlord's receipt of the Demised Premises or a sublease of a notice from Tenant set forth in Section 16.2 above, elect to recapture such portion of the Demised Premises whichas Tenant proposes to sublease and, when aggregated with other subleases then in effectupon such election by Landlord, covers all or substantially all this Lease shall terminate as to the portion of the Demised Premises)Premises recaptured. In the event a portion only of the Premises is recaptured, or (iii) terminate the rent payable under this Lease shall be proportionately reduced. If Tenant shall, however, elect to rescind its notice of assignment or sublease, pursuant to written communication to Landlord given within fifteen (15) days after Tenant's receipt of Landlord's notice of recapture, then Landlord shall not have the said right of recapture with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlordso rescinded. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant Landlord shall desire have the additional right to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a as to that portion of the Demised Premises whichwhich the Tenant seeks to assign, when aggregated with other subleases then or in effectthe case of a sublease, covers all or substantially all to suspend this Lease as to that portion of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part Premises and for that portion of the Demised Premises)Term which the Tenant seeks to sublet. Said option The Landlord may be exercised exercise such right to terminate or suspend by Landlord by giving written notice to Tenant within sixty (60) days after at any time on or before the date by which the Landlord notifies Tenant whether it consents to a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease. If the Landlord exercises such right to terminate or suspend, then Tenant such termination or suspension shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) become effective on the date Tenant assigns this Lease to Landlord (or set forth in the Landlord’s designee). written notice, which shall in no event be sooner than fifteen (e15) If Landlord exercises its option under Section 13.03(bdays prior to, or later than fifteen (15) to terminate this Lease with respect to the space covered by a proposed subleasedays following, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such assignment or sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Noticerequest for the Landlord’s consent; provided that if the Tenant has failed to request such consent, and: (i) then the effective date of any termination or suspension by the Landlord pursuant to this Article 10.2 shall be subject on any date specified by the Landlord which is reasonably determined to all of be the terms and conditions date which would have been necessary to get the space ready for possession by the Tenant’s proposed subtenant or assignee. Upon any termination of this Lease except such as are irrelevant or inapplicablepursuant to this Article 10.2, and except as otherwise expressly set forth whether with respect to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part portion of the space covered by Premises, Tenant shall have no further obligation under this Lease with respect to all or such sublease and portion of the Premises, as the case may be, for the period following the termination; provided that the Tenant shall remain liable to make the Landlord for obligations which arose prior to the termination. Upon any and suspension of this Lease pursuant to this Article 10.2, whether with respect to all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereofportion of the Premises, any Tenant shall have no obligations to Landlord with respect to all or such portion of the Premises, as the case may be, for the period of such suspension but shall remain liable for all of obligations which may be removed, in whole or in part, by such assignee or subtenant, at its option, arose prior to or upon the expiration or other termination effective date of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demisesuspension, and (iv) at shall again become liable for all obligations arising after the expiration of the term suspension. Notwithstanding the foregoing, if Landlord shall exercise its right to terminate or suspend this Lease by giving written notice pursuant to this Article 10.2, the Tenant may rescind its request for an assignment, or subletting, by giving the Landlord written notice of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations decision within fifteen (15) days of the sublessee to make Landlord’s written notice of termination or suspension, and upon such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In rescission the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions termination or suspension of this Section 13.03 Lease by the Landlord shall be null and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordvoid.

Recapture. (a) If Tenant shall desire proposes to assign this LeaseLease to a party which is not or which does not propose to operate a permitted use or is not qualified to do so, or Landlord may, at its option, exercisable upon written notice to sublet the Demised Premises, it shall, no later than Tenant within thirty (30) days prior to the proposed effective date after Landlord’s receipt of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer notice from Tenant set forth in Section 16.2 above, elect to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) recapture the Premises and terminate this Lease. If Tenant proposes to sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises)Premises to a party which does intend to use the Premises for a permitted use, Landlord may, at its option, exercisable upon written notice to Tenant within thirty (ii30) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all days after Landlord’s receipt of the Demised Premises or a sublease of a notice from Tenant set forth in Section 16.2 above, elect to recapture such portion of the Demised Premises whichas Tenant proposes to sublease and, when aggregated with other subleases then in effectupon such election by Landlord, covers all or substantially all this Lease shall terminate as to the portion of the Demised Premises)Premises recaptured. In the event a portion only of the Premises is recaptured, or (iii) terminate the Rent payable under this Lease and Tenant’s Proportionate Share shall be proportionately reduced. If Tenant shall, however, elect to rescind its notice of assignment or sublease, pursuant to written demand to Landlord given within fifteen (15) days after Tenant’s receipt of Landlord’s notice of recapture, then Landlord shall not have the said right of recapture with respect to the space covered by notice so rescinded. The parties hereto acknowledge and agree that the proposed sublease (if the proposed transaction provisions of this Article are a material inducement for Landlord’s execution of this Lease and that Tenant’s sole purpose for executing this Lease is a sublease of part to obtain possession of the Demised Premises and not to engage in the business of leasing and/or subleasing commercial space. The parties further acknowledge and agree that Landlord’s recapture of the Premises), or any portion thereof, as hereinabove described, shall be deemed to be reasonable and shall not violate or conflict with the provisions of Section 16.1 concerning Landlord’s reasonable refusal to consent to a proposed transfer. Said option may be exercised by If Landlord by notice shall not elect to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required recapture pursuant to this Section 13.03(a)16.4, has been given by Tenant and if Landlord shall consent to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of may thereafter enter into the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord assignment or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) such assignment or sublease is executed within ninety (90) days after the parties to such sublease expressly negate any intention date that any estate created under such sublease be merged with any other estate held by either of said partiesLandlord shall grant its consent, and (ii) any the terms and provisions of the executed assignment or subletting by Landlord or its designee (sublease are the same as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted those presented to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this notice given by Tenant pursuant to Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.16.2 above. BY PLACING THEIR INITIALS BELOW, LANDLORD AND TENANT CERTIFY THAT THIS SECTION 16.4 HAS BEEN FULLY AND FREELY NEGOTIATED. CZ HZ LANDLORD TENANT

Recapture. (a) If Tenant shall desire desires to assign this Lease, Lease or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date enter into any sublease of the assignment or sublet, submit to Landlord Premises (other than with a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”Permitted Transferee), which Landlord shall contain have the following information: option to terminate this Lease (iupon a proposed assignment) or exclude from the name and address Premises covered by this Lease the space proposed to be sublet by Tenant, effective as of the proposed assignee assignment date or subtenant; commencement date of sublease of said space by Tenant. Landlord may exercise said option by giving Tenant written notice within twenty (ii20) the terms and conditions days after receipt by Landlord of Tenant’s notice of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises)sublease. Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Leasesaid option, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease surrender possession of the Premises (upon a proposed assignment) or proposed sublease space to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of termination or exclusion of said space from the Premises covered by this Lease, and neither party hereto shall have any future rights or liabilities with respect to the Premises (upon a proposed assignment) said or proposed sublease space under this Lease, except that Tenant shall remain liable for accrued liabilities and defaults. Effective as of the date of termination or exclusion of any portion of the Premises covered by this Lease pursuant to this paragraph, (i) the Rent shall be abated in full (upon termination due to a proposed assignment) or reduced in the same proportion as the number of square feet of Rentable Area contained in the portion of the Premises so excluded bears to the number of square feet of Rentable Area contained in the Premises immediately prior to such exclusion, and (ii) in the case of exclusion due to a proposed sublease, the Rentable Area of the Premises specified in Section 1.01J shall be decreased by the number of square feet of Rentable Area contained in the portion of the Premises so excluded, for all purposes under this Lease. Alternatively, if Tenant desires to enter into any sublease of the Premises (other than with a Permitted Transferee), Landlord shall have the option, in Landlord’s discretion in lieu of its option in the first paragraph of this Section 8.02, to sublet from Tenant the area Tenant desires to sublease (“Leaseback Area”). If Landlord desires to exercise such option, it must notify Tenant of such election within twenty (20) days after Landlord’s receipt of Tenant’s notice of the proposed sublease. If Landlord exercise such option, (ii) from and after such date the Fixed Rent and Additional Rent Tenant automatically shall be adjusted, based upon deemed to have subleased the proportion that Leaseback Area to Landlord (“Backleasing” or “Backlease”) for the rentable area term (“Backlease Term”) of the Demised Premises remaining bears proposed sublease referred to the total rentable area of the Demised Premises, and (iii) Tenant shall pay in Tenant’s notice to Landlord, upon demand, at a sublease rent equal to the costs incurred by Landlord in demising separately such part lesser of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate on a per rentable square foot of Fixed basis) (a) Rent and Additional Rent then payable pursuant to this Lease and shall be for hereunder, or (b) the term set forth rent specified in the applicable sublease proposed by Tenant’s Offer Notice, and: (i) shall be subject to all of the . All other terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth shall remain applicable to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this LeaseLeaseback Area, except such as by their nature or purport are irrelevant inapplicable or inapplicable inappropriate to such Backleasing, or are inconsistent with the further provisions of the following subsections of this paragraph, which further provisions shall be deemed to be part of the terms, covenants, and except as otherwise expressly set forth to the contrary in this Section 13.03;conditions of such Backleasing: (iiii) Landlord shall permit have the sublesseeunqualified and unrestricted right, without Tenant’s permission or consent, to underlet the Leaseback Area in whole or in part to any person or entity, including Tenant’s proposed subtenant, for any period or periods of time not extending beyond one (1) day before the expiration of the Backlease Term, at such rentals and on such terms and conditions (including any alterations required to render the Leaseback Area suitable for occupancy by an undertenant of Landlord) as Landlord shall determine. Landlord may underlet the Leaseback Area or parts thereof separately or in combinations, as Landlord deems appropriate. The Backlease may be assigned by Landlord to any person, including Tenant’s proposed subtenant, without Tenant’s consent, freely but such assignment shall not be effective unless the transferee executes and delivers to assign such sublease Tenant a written agreement assuming all of Landlord’s obligations under the Backlease. At the expiration or any interest therein or to sublet all or any part sooner termination of the space covered by such sublease and Backlease Term, Landlord shall have no obligations to make any and all alterations and improvements in restore or alter or improve the space covered by such subleaseLeaseback Area; (ivii) Tenant shall provide that any assignee or further subtenant of furnish to Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenantsubtenant under the Backlease any consents or approvals requested under the Backlease so long as (a) Landlord furnishes such consents or approvals to Tenant and, at its option, prior to (b) Tenant incurs no expense by reason of any such consent or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removalapproval; and (viii) shall provide that (i) the parties to such sublease Landlord and Tenant expressly negate any intention that any estate created by or under such sublease the Backlease shall be merged with any other estate held by either of said partiesthem. At the request of either party, (ii) Landlord and Tenant shall mutually execute, acknowledge, and deliver an instrument or instruments of sublease and/or assignment to confirm and separately set forth the rent, terms, conditions and other provisions of the Backleasing or any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations Leaseback Area as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionappropriate. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant shall desire proposes to assign this LeaseLease to a party which is not or which does not propose to operate a permitted use or is not qualified to do so, or Landlord may, at its option, exercisable upon written notice to sublet the Demised Premises, it shall, no later than Tenant within thirty (30) days prior to the proposed effective date after Landlord’s receipt of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer notice from Tenant set forth in Section 16.2 above, elect to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) recapture the Premises and terminate this Lease. If Tenant proposes to sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises)Premises to a party which does intend to use the Premises for a permitted use, (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior exercisable upon written notice to Tenant within thirty (30) days after Landlord’s receipt of the notice from Tenant set forth in Section 16.2 above, elect to recapture such portion of the Premises as Tenant proposes to sublease and, upon such election by Landlord, this Lease shall terminate as to the portion of the Premises recaptured. In the event a portion only of the Premises is recaptured, the rent payable under this Lease shall be proportionately reduced. If Tenant shall, however, elect to rescind its notice of assignment or upon the expiration or other termination of such sublease, provided that such assignee or subtenantpursuant to written demand to Landlord given within fifteen (15) days after Tenant’s receipt of Landlord’s notice of recapture, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that then Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately not have the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration said right of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice recapture with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordnotice so rescinded.

Recapture. (a) If Tenant shall desire proposes to assign its interest in this Lease, Lease or to sublet all or any part of the Demised Leased Premises, it shallLandlord may, no later than at its option, upon written notice to Tenant within thirty (30) days prior to the proposed effective date after Landlord's receipt of the assignment or subletinformation specified in Article 19.3 above, submit elect to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of recapture all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a any portion of the Demised Premises whichLeased Premises, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant and within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), notice of such election has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this LeaseTenant, then this Lease shall terminate on as to the proposed assignment portion of the Leased Premises recaptured. If all or sublease commencement date specified in a portion of the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned Leased Premises is recaptured by Landlord pursuant to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee)Article 19.4, then Tenant shall assign this Lease promptly execute and deliver to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on a termination agreement setting forth the proposed assignment or sublease commencement termination date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed subleaseLeased Premises or the recaptured portion of the Leased Premises, then (i) and prorating the Annual Basic Rent, Additional Rent and other charges payable under this Lease shall terminate to such date. If Landlord doe not elect to recapture as set forth above, Tenant may then after enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents to such part assignment or sublease pursuant to this Article 19, and provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, (c) there is not in existence an Event of the Demised Premises on Default as of the effective date of the proposed assignment or sublease, (iid) from and after such date there have been no material changes with respect to the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area financial condition of the Demised Premises remaining bears proposed subtenant or assignee or the business such party intends to conduct in the total rentable area of the Demised Leased Premises, and (iiie) Tenant shall pay to Landlord, upon demand, a fully executed original of such assignment or sublease providing for an express assumption by the costs incurred by Landlord in demising separately such part assignee or subtenant of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms terms, covenants and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession promptly delivered to Landlord.

Recapture. In the event that Tenant seeks to make any Transfer for the entire Premises, Landlord shall have the right to terminate this Lease or (ai) If Tenant shall desire on the condition that the proposed transferee immediately enter into a direct lease of the Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to assign be so sublet) on the same terms and conditions contained in Tenant’s notice, or (ii) so that Landlord is thereafter free to lease the Premises (or, in the case of a partial sublease, the portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord. In the event Landlord elects to so terminate this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: then (i) if such termination is conditioned upon the name execution of a lease between Landlord and address of the proposed assignee or subtenant; transferee, Tenant’s obligations under this Lease shall not be terminated until such transferee executes a new lease with Landlord, enters into possession and commences the payment of rent, and (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information if Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant elects simply to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if or, in the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease case of a partial sublease, terminate this Lease as to the portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premisesto be so sublet), the Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (iii15) terminate days after Landlord has notified Tenant in writing of such election. Upon such termination, Tenant shall be released from any further obligation under this Lease if it is terminated in its entirety, or shall be released from any further obligation under the Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may to be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified sublet in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed partial sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignmentpartial termination of the Lease, the Base Monthly Rent and Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant shall not assign this execute a cancellation and release with respect to the Lease to a third party where Tenant pays greater consideration or grants a greater concession to effect such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordtermination.

Recapture. (a) If Tenant In addition to, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall desire have the option, in its sole discretion, in the event of any proposed subletting or assignment, to assign terminate this Lease, or to sublet in the Demised case of a proposed subletting of less than the entire Premises, it shallto recapture the portion of the Premises to be sublet, no later than thirty (30) as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within 60 days prior following Landlord’s receipt of Tenant’s written notice and accompanying information as required above. If this Lease shall be terminated with respect to the proposed entire Premises pursuant to this Section, the Term shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment or sublet, submit to Landlord a written request as if that date had been originally fixed in this Lease for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address expiration of the proposed assignee or subtenant; (ii) the terms and conditions Term. If Landlord recaptures under this Section only a portion of the Premises, the rent during the unexpired Term shall a▇▇▇▇ proportionately. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission which may be due and owing as a result of any proposed assignment or subletting; (iii) , whether or not the nature Premises are recaptured pursuant hereto and character rented by Landlord to the proposed tenant or any other tenant. In the event of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease recapture of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect by Landlord pursuant to the space covered by the proposed sublease (if the proposed transaction is a sublease terms of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Noticethis Paragraph, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on all costs associated with the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part separation of the Demised Premises on recaptured premises from the effective date of the proposed subleaseportion not recaptured, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjustedincluding, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demandbut without limitation, the costs incurred by Landlord cost of all demising partitions, changes in demising separately such part of the Demised Premises lighting and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any HVAC Systems and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionreasonable architectural and/or engineering fees. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. Except for Affiliated Transfers under Article 16(B) above, Landlord shall notify Tenant within fifteen (a15) If business days from the submission of the aforesaid information as to Landlord's choice, at Landlord's sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall desire remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of the Excess Income (as hereinafter defined); or (2) That Landlord declines to consent to such sublease or assignment for any reason permitted hereunder; or (3) Provided Tenant proposes to (i) assign this Lease, or (ii) to sublet sublease any portion of the Demised Premises, it shallwhich portion, no later when combined with any other portion of the Premises previously sublet would equate, in the aggregate, to more than thirty sixty-seven (3067%) days prior percent of the Premises being under sublease, or (iii) if the remaining term of the Lease is 36 months or less, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the proposed portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant's request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises on a date specified in Landlord's notice no sooner than the effective date of Tenant's proposed transfer. If this Lease shall be canceled as to a portion of the assignment or subletPremises only, submit the Rent payable by Tenant hereunder shall be abated proportionately according to Landlord a written request for the ratio that the area of the portion of the Premises surrendered (as computed by Landlord’s consent ) bears to the area of the Premises immediately prior to such assignment surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address applicable portion of the proposed assignee or subtenant; Premises, to any other party (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of including, without limitation, the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned without any liability to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Except in connection with a Permitted Transfer, if Tenant at any time desires to transfer this Lease or any part thereof, it shall first notify Landlord in writing of its desire to assign this Leasedo so, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the and if such proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction transfer is an assignment of this Lease or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers for all or substantially all of the Demised Premisesremainder of the Term (such proposed transfer, a “Recapture Transfer”), or (iii) terminate this Lease with respect offer Landlord the right to recapture, at the per square foot rental for the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be or the rental which Tenant proposed to obtain whichever is lower, for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and Premises which Tenant desires to make any and all alterations and improvements in the space covered by such sublease; (iv) assign or sublet. Tenant’s notice to Landlord shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that specify (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either name and business of said partiesthe proposed assignee or sublessee, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriateamount and location of the space affected, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required the proposed effective date and duration of the subletting or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demiseassignment, and (iv) at the expiration proposed rental to be paid to Tenant by such sublessee or assignee. Landlord, upon receipt of such notice, and if such notice identifies a Recapture Transfer, shall have the option, to be exercised within fifteen (15) days from the date of the term receipt of such subleasenotice, to require Tenant shall accept the space covered by such to execute an assignment to Landlord of this Lease (if Tenant desires to assign this Lease) or a sublease in its then existing condition, subject to the obligations Landlord of the sublessee Premises or such portion thereof as Tenant desires to make such repairs thereto as may be necessary sublet with the right of Landlord to preserve such space sublease to others, or anyone designated by Landlord. If in good order and condition. (g) In the case of a proposed subleaseRecapture Transfer Landlord exercises such option and such assignment or sublease is at the rental specified in this Lease, Tenant shall be released of all further liability hereunder, from and after the effective date of such assignment or sublease, with respect to that portion of the Premises included therein. If Landlord does not exercise such option within such time, or if the proposed transfer is not a Recapture Transfer, Tenant may thereafter assign this Lease or sublet any space to a third party the premises involved, provided Landlord consents thereto, but at a rental which is not less than offered to Landlord in the notice and not later than one hundred twenty (on a per rentable square foot basis120) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all days after delivery of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rentalaforesaid notice unless a further notice is given. In the case event Landlord does not exercise its right to terminate this Lease or to sublet a portion of the Premises from Tenant in the event of a proposed assignmentRecapture Transfer and Landlord has granted its written consent, Tenant shall not may assign this Lease or sublet all or a portion of the Premises in accordance with Landlord’s consent. Fifty percent (50%) of any Rent accruing to Tenant as a third party where Tenant pays greater consideration or grants a greater concession to such third party for result of such assignment or sublease which is in excess of the Rent then being paid by Tenant to Landlord, or in excess of the consideration offered to pro rata share of Rent then being paid by Tenant for the portion of the Premises being sublet, after deducting therefrom any reasonable costs associated with such transfer (i.e., leasing commissions, tenant improvement allowances, attorneys fees, and any other incidental transaction costs), shall be paid or concession offered to be granted by Tenant to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordmonthly as Additional Rent.

Recapture. (a) If Tenant shall desire Landlord elects to assign this Lease, or terminate the Lease as to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premisespursuant to Paragraph 9(c), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease following terms and conditions shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, andapply: (i) Tenant shall be subject at all times provide reasonable and appropriate access to all such portion of the terms Premises and conditions use of this Lease except such any common facilities within the Building (including, at Landlord's election and as are irrelevant or inapplicablereasonable under the circumstances, by the designation of "building common areas" as appropriate for the use of and except as otherwise expressly set forth access to the contrary in this Section 13.03;recaptured space, including provision of any utilities and services for such recaptured space). (ii) Tenant's Share shall be upon modified based on the same terms and conditions as those contained remaining Rentable Area of the Premises divided by the total rentable area in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this LeaseBuilding, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary determined by Landlord in this Section 13.03;its reasonable discretion. (iii) Tenant's Minimum Parking shall permit be reduced by multiplying the sublesseenumber of parking spaces included in Tenant's Minimum Parking by a fraction, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part the numerator of which shall be the remaining Rentable Area of the space covered by such sublease Premises and to make any and all alterations and improvements the denominator of which shall be the Rentable Area of the entire Premises as of the Delivery Date (determined as provided in the space covered by such sublease;Basic Lease Information), (iv) shall provide that If after giving effect to such termination Tenant continues to lease seventy-five percent (75%) or less of the Building, Tenant's rights with respect to any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration monument or other termination of such sublease, provided that such assignee or subtenant, at its expense, Project signage and the roof space (for Satellite Antennae) shall repair any damage caused by such removal; andbe reduced in the same proportion as the Minimum Parking. (v) shall provide that At any time after Landlord elects to recapture any portion of the Premises, Landlord may elect, by delivery of written notice to Tenant, to assume Tenant's maintenance obligations for the Building Systems under Paragraph 7(b)(ii). In addition, at any time after Landlord has elected to recapture, in the aggregate, more than fifty percent (i50%) of the parties Premises, Tenant may elect, by delivery of written notice to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by to cause Landlord to demise separately assume Tenant's maintenance obligations for the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at Building Systems under Paragraph 7(b)(ii). If Landlord assumes Tenant's maintenance obligations for the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.Building

Recapture. (a) If Landlord exercises its option to terminate this Lease in the case where Tenant shall desire desires either to assign this Lease, lease or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises whichPremises, when aggregated with other subleases then in effectthen, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate end and expire on the proposed date that such assignment or sublease commencement sublet was to be effective or commence, as the case may be, as if such date specified in were the applicable Tenant’s Offer Notice Termination Date, and all Fixed the Base Rent and Additional Rent shall be paid and apportioned to such date. (db) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee)) in the case where Tenant desires either to assign this Lease or to sublet all or substantially all of the Premises, then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, . Such assignment shall be effective on the date the proposed assignment was to be effective or the date the proposed sublease commencement was to commence, as the case may be, as if such date specified in were the applicable Tenant’s Offer NoticeTermination Date, and the Base Rent and Additional Rent shall be paid and apportioned to such date. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay proposed assignee or subtenant was to receive any consideration or grant any concessions from Tenant in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (ec) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a Tenant’s proposed subleasesublease in any case where Tenant desires to sublet part of the Premises, then (ia) this Lease shall terminate end and expire with respect to such part of the Demised Premises on the effective date that the proposed sublease was to commence as if such date were the Termination Date with respect to such part of the proposed sublease, Premises; (iib) from and after such date the Fixed Base Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises; (c) the Allowance shall be reduced to the extent same was not utilized with respect to such portion of the Premises being terminated, (d) the amount of the abated Base Rent set forth in Section 1.06 that has not been utilized shall be proportionately reduced (for example, and without limitation, if 20% of the rentable area of the Premises is terminated as of the Commencement Date, there will be a 20% reduction in the amount of abated Base Rent), and (iiie) Tenant shall pay to Landlord, upon within 30 days of demand, together with reasonable supporting documentation, as Additional Rent hereunder, the costs incurred by Landlord in demising separately physically separating such part of the Demised Premises from the balance of the Premises and in complying with any applicable laws and regulations requirements of any public authorities relating to such demiseseparation. (fd) If Landlord exercises its option under Section 13.03(b) to sublet the space Premises or the portion(s) of the Premises which Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the lower of (i) the rental rate per rentable square foot of Fixed Base Rent and Additional Rent then payable pursuant to this Lease or (ii) the rentals set forth in the proposed sublease, and shall be for the same term set forth in as that of the applicable Tenant’s Offer Noticeproposed subletting, and: (i) The sublease shall be expressly subject to all of the terms covenants, agreements, terms, provisions and conditions of this Lease lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03section; (ii) Such sublease shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Leaseproposed sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03section; (iii) Such sublease shall permit give the sublesseesubtenant the unqualified and unrestricted right, without Tenant’s consentpermission, freely to assign such sublease or any interest therein or and/or to sublet all or any part of the space covered by such sublease or any part or parts of such space and to make any and all alterations changes, alterations, and improvements in the space covered by such sublease; (iv) Such sublease shall provide that any assignee or further subtenant of Landlord or its designee designee, may, at the election of Landlord, be permitted to make alterations, decorations and installations in such space or any part thereofthereof and shall also provide in substance that any such alterations, decorations and installations in such space therein made by any assignee or all subtenant of which Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to such space so sublet caused by such removalremoval and Tenant shall not, in any event, be obligated to remove any alterations, decorations and installations made by Landlord or its designee or any subtenant or assignee thereof; and (v) Such sublease shall also provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant, at Tenant’s expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from such space so sublet by Tenant to Landlord or its designee, (iv) Landlord, at Tenant’s expense, may make such alterations as may be required or reasonably deemed necessary by Landlord to demise separately physically separate the subleased space from the balance of the Premises and to comply with any applicable laws and regulations requirements of public authorities relating to such demiseseparation, and (iv) that at the expiration of the term of such sublease, Tenant shall will accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee subtenant to make such repairs thereto as may be necessary to preserve the premises demised by such space sublease in good order and condition. (g) In the case . Performance by Landlord or its designee under such sublease shall be deemed performance by Tenant of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect similar obligation under this lease related to such space, without complying once again with all and any default under any such sublease shall not give rise to a default under a similar obligation in this Lease, nor shall Tenant be liable for any Default under this Lease or be deemed to be in Default hereunder if such Default is occasioned by or arises from any act or omission of the provisions subtenant under such sublease or is occasioned by or arises from any act or omission of this Section 13.03 and re-offering any occupant under or pursuant to any such space to Landlord at such lower rental. In sublease. (vi) To the case extent not previously utilized, the amount of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered Base Rent to be paid or concession offered to abated under Section 1.06, and the Allowance, if any, shall be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordproportionately reduced.

Recapture. (a) If Tenant shall desire wishes to assign this Lease, Lease or to sublet all or part of the Demised Premises, it shallTenant shall give Landlord written notice of such intention, no later than thirty (30) days prior to the proposed effective date which notice shall include all of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the relevant terms and conditions of the proposed assignment or subletting; (iii) transaction, the nature and character identity of the business assignee or subtenant, and the financial background of the assignee or subtenant. Except where the proposed assignee or subtenant and its proposed use is a Controlled Entity, Landlord shall have the right upon receipt of such notice to elect to sublet the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer Premises from Tenant upon the terms and conditions set forth in Tenant's notice or to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have terminate this Lease assigned within ninety (90) days after Landlord's receipt of Tenant's notice. Landlord shall give notice to it Tenant of Landlord's election to sublet or terminate this Lease (if Lease. If Landlord elects to sublet the proposed transaction is an assignment or Premises, the parties shall execute a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Landlord's election on the terms and conditions set forth in Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) 's notice. If Landlord exercises its option under Section 13.03(b) elects to terminate this Lease, then this Lease the termination shall terminate on become effective sixty (60) days after the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed subleasetermination notice to Tenant. Upon such termination, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms liabilities of the parties each to the other shall cease and conditions of this Lease except such as are irrelevant or inapplicable, and terminate except as otherwise expressly set forth to obligations of Tenant that arose prior to the contrary in this Section 13.03; (ii) shall be upon termination or covenants of Tenant which survive the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions termination of this Lease. Provided, except however, that Tenant may nullify such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary termination by withdrawing, in this Section 13.03; (iii) shall permit the sublesseewriting, without Tenant’s consent, freely its notice of intention to assign such sublease or any interest therein or sublet by notice to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, given prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionsixty (60) day period. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. Upon not less than twelve (a12) If Tenant months notice to Tenant, Landlord shall desire have the right to assign this Lease, or elect to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name recapture and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part all or any portion of the Demised Premises)Premises cross-hatched on Exhibit "D-1" attached hereto which Landlord may specify. Said option may be exercised by Landlord by Upon not less than 120 days notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant Landlord shall have the right to Section 13.03(a), has been given by Tenant elect to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice recapture and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to all or any portion of the space covered by a proposed subleasePremises cross-hatched on Exhibit "D-2" attached hereto which Landlord may specify. At any time on or after the fourth anniversary of the Commencement Date, then upon not less than twelve (i12) months notice to Tenant, Landlord shall have the right to elect to recapture and terminate this Lease shall terminate with respect to such part all or any portion of the Demised Premises cross-hatched on Exhibit "D-3" attached hereto which Landlord may specify. Any portion of the Premises which Landlord may specify for recapture under this Section is referred to herein as the "RECAPTURED PREMISES". In the event that the Recaptured Premises are less than the Premises, in specifying the Recaptured Premises, Landlord shall consult with Tenant, shall act reasonably and in good faith and shall endeavor to take into account concerns regarding contiguity, leasehold improvements, Tenant's operational needs, a balance of interior and exterior space and a balance of finished and unfinished space. Such election, if made by Landlord, shall be delivered to Tenant in writing. Such election may be made by Landlord from time to time and as often as Landlord shall determine. In the event Landlord elects to recapture and terminate this Lease as provided in this Section, such election shall be effective on the date specified by Landlord (such effective date is referred to herein as a "RECAPTURE DATE"). On or before the applicable Recapture Date, Tenant shall remove itself from possession of the proposed subleaseRecaptured Premises and, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears with respect to the total rentable area of the Demised Recaptured Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying comply with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions other provisions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be applicable upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the Lease Term. In the event that the Recaptured Premises are less than the Premises, from and after the Recapture Date, the term "Premises" shall mean the Premises other than the Recaptured Premises, on the applicable Recapture Date Landlord shall adjust the amount of such sublease, Base Rent to be paid by Tenant shall accept and Tenant's Share to properly reflect the space covered by such sublease reduction in its then existing condition, subject to the obligations size of the sublessee Premises by the size of the Recaptured Premises and following the applicable Recapture Date, Landlord shall have the right, at its sole cost and expense, to make such repairs thereto as may enter the Premises for purposes of constructing demising walls, doors, corridors and related work which Landlord determines to be necessary to preserve such space in good order properly separate and conditiondivide the Recaptured Premises. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. Excluding any assignment or sublease contemplated in Section 10.1(e), if Tenant requests an assignment of this Lease or a sublease of the entire Premises for any period or a sublease for at least seventy-five (a75%) If Tenant of the Premises for the remainder of the then-current Term, Landlord shall desire have the option to assign exclude from the Premises covered by this LeaseLease (“recapture”) the space proposed to be sublet or subject to assignment, effective as of the proposed commencement date of such sublease or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of such assignment. If Landlord elects to recapture, Tenant shall have the assignment right to revoke the request to so sublet or sublet, submit to assign by providing Landlord a written request for notice thereof no later than five (5) days following Landlord’s consent recapture notice to such assignment or subletting (“Tenants Offer Notice”)Tenant in which case, which the Premises shall contain the following information: (i) the name not be transferred, and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then will remain in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease full force and effect with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part entirety of the Demised Premises)Premises then-existing as of the date of such request or consent by Tenant. Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises elects to recapture and Tenant has not revoked its option under Section 13.03(b) to terminate this Leaserequest for consent, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease surrender possession of the space proposed to be subleased or subject to the assignment to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of recapture of such space from the proposed subleasePremises, (ii) from and after such date being the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area Termination Date for such space. Effective as of the Demised Premises remaining bears to the total rentable area date of recapture of any portion 47 of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease section, the Monthly Base Rent, Rentable Area of the Premises and Tenant’s Share shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionadjusted accordingly. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant shall desire to assign this Lease, or to sublet the whole or more than fifty (50%) percent of the Demised Premises, it shallexcept in the case of a Permitted Sublease and/or Permitted Assignment, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, Tenant shall submit to Landlord a written request ("Tenant's Request") for Landlord’s 's consent to such assignment or subletting (“Tenants Offer Notice”), which subletting. Tenant's Request shall contain the following information: (i) include the name and address of the proposed assignee or subtenant; (ii) , the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and , any other information documentation reasonably required by Landlord. Landlord may reasonably request. shall then have the right, within fifteen (b15) days after Landlord's receipt of Tenant’s Offer Notice shall be deemed an offer from Tenant 's Request, to Landlord whereby Landlord (x) consent to the proposed assignment or Landlord’s designee) may, at Landlord’s optionsubletting, (iy) sublease such space from Tenant (if reasonably deny its consent to the proposed transaction is a sublease of all assignment or part of the Demised Premises)subletting, or (iiz) have this Lease assigned to it or terminate this Lease by giving Tenant notice of Landlord's election hereunder ("Recapture Notice"). In the event Landlord fails to respond to Tenant's Request, within fifteen (15) days after Landlord's receipt of same, Tenant may send a second notice ("Second Notice") which provides that in the event Landlord does not timely respond within five (5) additional days from the Second Notice, the original Tenant's Request shall be considered approved. If Landlord gives a Recapture Notice, this Lease shall terminate (in whole if the proposed transaction Tenant's Request is for an assignment of this Lease or a sublease subleasing of all or substantially all of the Demised Premises Premises, or a sublease of a portion with respect to that part of the Demised Premises whichwhich is the subject of a subletting if Tenant's Request is for a subletting of less than substantially all of the Demised Premises) (that portion, when aggregated whether the whole or a part, of the Demised Premises which is the subject of Tenant's Request is hereinafter referred to as the "Subject Portion") on the date which is thirty (30) days after the date of Landlord's Recapture Notice (the "Surrender Date"). Tenant shall vacate the Subject Portion on or before the Surrender Date in the condition required by this Lease. Effective as of the Surrender Date, neither Landlord nor Tenant shall have any further obligations under this Lease with other subleases then in effectrespect to the Subject Portion, covers except for those accruing prior to the Surrender Date. Effective as of the Surrender Date, Fixed Rent shall be reduced to and be equal to the product of (x) Fixed Rent which would have been payable otherwise under this Lease, and (y) a fraction, the numerator of which shall be the number of square feet of floor area of the Demised Premises less the Subject Portion, and the denominator of which shall be the number of square feet of floor area of the Demised Premises prior to the Surrender Date. If the Subject Portion is less than all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form execute, acknowledge and substance reasonably satisfactory to Landlord, effective on exchange joint easements necessary for the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part continued operation of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demiseas independent store premises. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If In the event that Tenant shall desire desires to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: effectuate either (i) the name and address a full assignment of the proposed assignee this Lease or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part a portion of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of Premises for all or substantially all of the Demised Premises or a sublease of a portion remainder of the Demised Term, in each case other than to an Affiliate or Permitted Transferee, or if Tenant shall cease to conduct business in the Premises whichfor a continuous period exceeding six (6) months (other than due to fire, when aggregated with other subleases then casualty, eminent domain, force majeure event as described in effectSection 25.21 hereof, covers all or substantially all due to Alterations by ▇▇▇▇▇▇) (a “Cessation of the Demised PremisesBusiness”), Landlord shall have the right in its sole and absolute discretion to (A) in the case of an assignment or (iii) Cessation of Business, terminate this Lease with respect to the space covered by the proposed sublease entire Premises (if the proposed transaction is a sublease it being understood and agreed that ▇▇▇▇▇▇’s Cessation of part Business shall not be an Event of Default hereunder and that recapture of the Demised PremisesPremises shall be Landlord’s sole and exclusive remedy in such event). Said option may , or (B) in the case of a sublease, terminate this Lease with respect to the portion of the Premises proposed to be exercised sublet (as applicable, the “Proposed Sublet Space”), by Landlord by sending Tenant written notice to Tenant of such termination within sixty twenty-one (6021) days after either (i) in the case of a proposed assignment or subletting for which Landlord is entitled to exercise termination rights hereunder, ▇▇▇▇▇▇▇▇’s receipt of (x) ▇▇▇▇▇▇’s Request Notice or (y) Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(awritten notice describing the Proposed Sublet Space and a Proposed Sublease or Assignment Commencement Date (it being understood that no particular transaction or assignee/subtenant need be designated in such notice), has been given by Tenant to Landlord. or (cii) in the case of a Cessation of Business, immediately after the same occurs. If the Proposed Sublet Space does not constitute the entire Premises and Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed subleaseProposed Sublet Space, then (ia) Tenant shall tender the Proposed Sublet Space to Landlord on the Proposed Sublease Commencement Date (or such later date within ninety (90) days following the Proposed Sublease Commencement Date upon which Tenant surrenders the Premises to Landlord), and such space shall thereafter be deleted from the Premises, and (b) as to that portion of the Premises which is not part of the Proposed Sublet Space, this Lease shall terminate with respect remain in full force and effect except that Rent and additional rent shall be reduced pro rata. In the event of a termination by Landlord due to a Cessation of Business, such part termination shall take effect immediately. The cost of any Alterations required to permit the operation of the Demised Proposed Sublet Space and to separate the Proposed Sublet Space from the balance of the Premises shall be paid by Tenant to Landlord as additional rent hereunder. In the case of an assignment or a cessation of Tenant’s business in the Premises, or if the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall terminate, on the Proposed Sublease Commencement Date (or such later date within ninety (90) days following the Proposed Sublease Commencement Date upon which Tenant surrenders the Premises to Landlord). If Tenant’s Request Notice does not specify a particular Proposed Sublease Commencement Date, then the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent termination shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred specified by Landlord in demising separately such part its notice of the Demised Premises and in complying with any applicable laws and regulations relating to such demisetermination. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant shall desire In addition to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the Landlord’s right of approval of any proposed effective date of the assignment or subletsublease and without limiting the other provisions of this paragraph 15, submit Landlord shall have the option, in the event of any proposed Major Transfer to Landlord a written request for Landlord’s consent to such terminate the Lease. The term “Major Transfer” as used in this Lease means an assignment or subletting (“Tenants Offer Notice”), which shall contain the following informationsublease which: (i) the name and address when combined with all other assignments or subleases (other than those subject to paragraph 15.4), means that more than one half of the proposed assignee rentable square feet in the Building would be assigned or subtenantsublet; and (ii) either the terms and conditions proposed assignment or sublease (including all options to extend) together with any prior assignment or sublease (including all options to extend) as of the date of the proposed assignment or sublettingsublease has a term of more than the lesser of (x) three (3) years ; (iiiy) the nature and character one half of the business remaining term of the proposed assignee or subtenant and its proposed use Lease as of the Demised Premisesdate of the commencement of such assignment or sublease; and or (ivz) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part date of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease commencement of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed such assignment or sublease commencement is during the last three (3) years of the term of the Lease, one (1) year. If Tenant desires to determine prior to identifying a particular transaction whether Landlord intends to exercise its recapture right, Tenant shall give Landlord written notice of Tenant’s intent to enter into a Major Transfer as of the date specified in such notice (the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent “Major Transfer Date”), which date shall be paid not less than six (6) months and apportioned to such date. not more than (d9) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or months from the date of Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Noticereceipt of such notice. Tenant shall not be entitled required to consideration have a particular assignment or payment from Landlord (or Landlord’s designee) in connection with any sublease identified before giving such assignment. If the Tenant’s Offer Notice provides notice; provided, however, that Tenant will pay any consideration or grant any concessions in connection shall again comply with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns provisions of this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease paragraph 15.5 with respect to a Major Transfer in the space covered by a proposed sublease, then event that: (i) this Lease shall terminate with respect to such part of Tenant does not enter into a Major Transfer by the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord Major Transfer Date; or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting sublease which is not a Major Transfer when executed later becomes one by means of any extension, expansion or otherwise (in which case Tenant shall immediately give Landlord or written notice of such occurrence). Landlord shall exercise its designee option to terminate, if at all, by giving Tenant written notice thereof within thirty (as 30) days following Landlord’s receipt of Tenant’s written notice. In the subtenant) may be for any purpose or purposes event that Landlord exercises its option to terminate, the Lease shall deem appropriateterminate as of the Major Transfer Date or, in the event that the Major Transfer occurs as a result of any assignment or sublease which is not a Major Transfer when executed later becoming one by means of any extension, expansion or otherwise, as of the date which is six (iii6) months after the date of the Major Transfer. Without in any manner limiting the rights of Landlord, at Tenant’s expensefollowing any such termination by Landlord, Landlord may make such alterations as may be required lease all or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration a portion of the term of such subleasePremises to any prospective assignee or subtenant proposed by Tenant, Tenant shall accept the space covered by such sublease in its then existing condition, subject without liability to the obligations of the sublessee Tenant. Landlord’s failure to make exercise such repairs thereto termination right as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant herein provided shall not sublet any space to be construed as a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenantwaiver of Landlord’s Offer Notice right with respect to such space, without complying once again any other assignment or sublease constituting a Major Transaction or as Landlord’s consent to any proposed assignment or subletting and Tenant shall comply with all of the provisions terms of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again paragraph 15 with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordrespect thereto.

Recapture. In the event that Tenant seeks to make any Transfer (aother than a sublease of less than fifty percent (50%) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or rentable square feet contained in the Premises), Landlord shall have the right to terminate this Lease or, in the case of a sublease of more than fifty percent (50%) of the rentable square feet contained in the Premises for more than fifty percent (50%) of the then-remaining Lease Term (as may be extended), terminate this Lease as to that part of the Premises proposed to be so sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: either (i) on the name and address condition that the proposed transferee immediately enter into a direct lease of the Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed assignee to be so sublet) on the same terms and conditions contained in Tenant’s notice, or subtenant; (ii) so that Landlord is thereafter free to lease the terms and conditions of Premises (or, in the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease case of a partial sublease, the portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iiiproposed to be so sublet) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant whomever it pleases on whatever terms are acceptable to Landlord. (c) If . In the event Landlord exercises its option under Section 13.03(b) elects to so terminate this Lease, then this the Lease shall so terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it entirety (or its designee), then Tenant shall assign this Lease as to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory the space to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designeeso sublet) on the date specified in Landlord’s notice but in no event earlier than fifteen (15) days after ▇▇▇▇▇▇▇▇ has notified Tenant assigns in writing of such election or upon the proposed sublease commencement date. Upon such termination, Tenant shall be released from any further obligation under this Lease to Landlord (if it is terminated in its entirety, or Landlord’s designee). (e) If Landlord exercises its option shall be released from any further obligation under Section 13.03(b) to terminate this the Lease with #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇...docx ACTIVE\201239119.12 respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord sublet in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed partial sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignmentpartial termination of the Lease, the Base Monthly Rent and ▇▇▇▇▇▇’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant shall not assign execute a cancellation and release with respect to the Lease to effect such termination. Notwithstanding the foregoing, if Landlord elects to so terminate this Lease in accordance with this Section, then Tenant shall have the right to withdraw the request for a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Transfer within three (3) days of Tenant’s Offer Notice without complying once again with all receipt of Landlord’s election to terminate, in which case the provisions of this Section 13.03 Transfer shall be withdrawn and re-offering Landlord shall not have the right to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordterminate the Lease.

Recapture. (a) If Tenant shall desire at any time or from time to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for time during the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or Tenant desires to sublet all or any part of the space covered by such sublease Premises, Tenant shall give notice to Landlord setting forth the terms of the proposed subletting and to make any and all alterations and improvements in the space covered so proposed to be sublet. Landlord shall have the option, exercisable by such sublease; notice given to Tenant within thirty (iv30) shall provide days after Tenant’s notice is given, to terminate the Lease as to that any portion of the Premises proposed to be sublet, effective as of the date of the proposed subletting. Landlord may enter into a lease with the proposed subtenant. If Tenant proposes to assign this Lease, Landlord may, by notice given within thirty (30) days of Tenant’s notice, elect to terminate this Lease as of the date of the proposed assignment. If Landlord so terminates this Lease, Landlord may, if it elects, enter into a new lease covering the Premises or a portion thereof with the intended assignee or further subtenant of on such terms as Landlord and such person may agree, or its designee may, at enter into a new lease covering the election of Landlord, make alterations, decorations and installations in such space Premises or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged a portion thereof with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make person; in such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed subleaseevent, Tenant shall not sublet be entitled to any space portion of the profit, if any, which Landlord may realize on account of such termination and reletting. Landlord’s exercise of its aforesaid option shall not be construed to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice impose any liability upon Landlord with respect to such spaceany real estate brokerage commission(s) or any other costs or expenses incurred by Tenant in connection with its proposed subletting or assignment. If Landlord does not exercise its options to terminate this Lease or sublet the Premises, without complying once again with all of the provisions of this Section 13.03 and re-offering Tenant shall be free to sublet such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a any third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then on the consideration offered to be paid or concession offered to be granted to Landlord same terms set forth in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession notice given to Landlord, subject to obtaining Landlord’s prior consent as hereinabove provided.

Recapture. (a) If Tenant shall desire to shall, without Landlord’s consent, assign its interst in this Lease, Lease or to sublet all or any part of the Demised Leased Premises, it shallLandlord may, no later than at its option, upon written notice to Tenant within thirty (30) days prior to the proposed effective date after Landlord's receipt of the assignment or subletinformation specified in Article 19.3 above, submit elect to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially recapture all of the Demised Premises or a sublease of a portion of the Demised Premises whichLeased Premises, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant and within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), notice of such election has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this LeaseTenant, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignmentterminate. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or subleaseLeased Premises are recaptured by Landlord pursuant to this Article 19.4, then Tenant shall pay such consideration and/or grant any such concessions promptly execute and deliver to Landlord (or Landlord’s designee) on a termination agreement setting forth the termination date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by Leased Premises or the recaptured portion thereof, and prorating the Monthly Basic Rent, Additional Rent and other charges payable hereunder to such date, in such event the Landlord shall reimburse the unamortized portion of the initial Tenant Improvements. If Landlord does not elect to recapture as set forth above, Tenant may thereafter enter into a proposed sublease, then (i) this Lease shall terminate valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents thereto pursuant to this Article 19, and provided further, that (a) such part assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, (c) there is not in existence an Event of the Demised Premises on Default as of the effective date of the proposed assignment or sublease, (iid) from and after such date there have been no material changes with respect to the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area financial condition of the Demised Premises remaining bears proposed subtenant or assignee or the business such party intends to conduct in the total rentable area of the Demised Leased Premises, and (iiie) Tenant shall pay to Landlord, upon demand, a fully executed original of such assignment or sublease providing for an express assumption by the costs incurred by Landlord in demising separately such part assignee or subtenant of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms terms, covenants and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession promptly delivered to Landlord.

Recapture. (a) If Tenant Landlord shall desire to assign this Lease, or to sublet have the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after from the receipt of all of the Assignment/Sublet Documentation (i) to cancel this Lease in its entirety, provided that Landlord shall only have the right to cancel this Lease in its entirety if the proposed sublease (whether for a Tenant’s Offer Notice, together with portion of or the entire Premises) shall provide for a term equal to substantially all information required pursuant of the then remaining Term of this Lease; or (ii) to Section 13.03(a), has been given by require Tenant to Landlord. (c) If execute and deliver a sublease to Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee)) for the entire term of such sublease or, then at Landlord's election, the balance of the Term hereof, upon the same financial terms (and the same effective date) as submitted by Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; herein) pursuant to a form prepared by Landlord's counsel, except that (iiisolely with respect to clause (ii) above) (a) Landlord shall permit have the sublessee, without Tenant’s consent, freely unrestricted right to assign such sublease or any interest therein or to further sublet all or any part of and/or alter the space covered by such sublease Premises, it being agreed that Landlord and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant sub-sublessee thereof of any tier shall have no obligation to restore any such alterations, (b) Tenant shall not be entitled to any portion of any profit, rent or other sums received by Landlord or its designee may, at in connection with the election of Landlord, make alterations, decorations and installations in such space or any part subleasing thereof, (c) Landlord shall have no obligation to furnish any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior security deposit to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said partiesTenant, (iid) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem suitable or appropriate, (iiie) if, as determined by Landlord, Fixed Rent and Recurring Additional Rent and other additional rent payments under the proposed sublease are greater than the Fixed Rent and Recurring Additional Rent and other additional rent payments under this Lease, then the Fixed Rent and Recurring Additional Rent and other additional rent payments under the sublease to Landlord (or its designee) pursuant to clause 8.01C(ii) above shall be at Tenant’s expense, may make the rates set forth in this Lease and (f) during the term of such alterations as may be required or deemed necessary sublease Landlord shall issue a monthly credit to Tenant hereunder equal to the monthly Fixed Rent and Recurring Additional Rent payable to Tenant by Landlord or its designee pursuant to demise separately the subleased space terms of such sublease, although Tenant shall continue to be responsible for the balance of the Fixed Rent, Recurring Additional Rent and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of additional rent due hereunder during the term of such sublease. Tenant may not assign this Lease, nor sublet the Premises, if Tenant is then in default under this Lease beyond applicable notice or cure periods. In addition, Tenant may not request Landlord to consider and/or approve any proposed assignment or subletting if Tenant is then in default under this Lease beyond applicable notice or cure periods. Tenant acknowledges that Landlord's recapture right set forth in Section 8.01(C)(ii) above shall accept be applicable for the space covered by such entire Term, notwithstanding the fact that Tenant's request to sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of for a proposed sublease, Tenant shall not sublet any space to a third party at a rental period which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to LandlordTerm.

Recapture. If Tenant desires to assign this Lease or enter into any sublease of the Premises, Landlord shall have the option (a) If Tenant shall desire to assign terminate this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to Lease effective as of the proposed effective date of the assignment or subletcommencement date of sublease, submit to Landlord a written request for Landlord’s consent to such in the case of an assignment or subletting of a proposed sublease of all of the Premises, or (“Tenants Offer Notice”)b) to exclude from the Premises covered by this Lease, which shall contain the following information: (i) space proposed to be sublet by Tenant, in the name and address case of a proposed sublease of less than all of the Premises, effective as of the proposed assignee or subtenant; commencement date of sublease of such space by Tenant. Landlord may exercise such option by giving Tenant written notice within twenty (ii20) the terms and conditions days after receipt by Landlord of Tenant’s notice of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises)sublease. Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Leasesuch option, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease surrender possession of the Premises or affected portion thereof to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of termination or exclusion, and neither party hereto shall have any further rights or liabilities with respect to such space under this Lease. Effective as of the proposed sublease, date of exclusion of any portion of the Premises covered by this Lease pursuant to this paragraph: (i) Monthly Base Rent shall be reduced by the Monthly Base Rent for the portion of the Premises so excluded and (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to shall be decreased by the total number of square feet of rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable portion of the Premises so excluded and Tenant’s Offer Notice and otherwise on the terms and conditions of Proportionate Share shall be adjusted accordingly for all purposes under this Lease. There shall be no restrictions on Landlord reletting the Premises or the portion thereof so excluded to any other tenant, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublesseeincluding, without limitation, Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such proposed assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. Excluding (a) any assignment or sublease contemplated in Section 10.1(e), or (b) any sublease of less than fifty percent (50%) of the Rentable Area of the Premises, Landlord shall have the option to exclude from the Premises covered by this Lease (“recapture”) the space proposed to be sublet or subject to the assignment, effective as of the proposed commencement date of such sublease or assignment; provided, however, if Landlord elects to terminate this Lease pursuant to this Section 10.2, Tenant may, within five (5) days after receipt of Landlord’s written notice of such termination (the “Notice Deadline”), withdraw ▇▇▇▇▇▇’s request for consent and this Lease shall remain in full force and effect. If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written does not withdraw its request for Landlord’s consent by the Notice Deadline, this Lease will terminate (or the space proposed to such assignment or subletting (“Tenants Offer Notice”)be subleased will be removed from the Premises subject to this Lease and the Monthly Base Rent, which shall contain the following information: (i) the name and address Rentable Area of the proposed assignee or subtenant; (ii) the terms Premises and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice Share shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designeeproportionately reduced) on the date Tenant assigns this Lease the assignment or sublease was proposed to be effective, and Landlord may lease such space to any party, including the prospective assignee or subtenant identified by Tenant. If Landlord elects to recapture, ▇▇▇▇▇▇ shall surrender possession of the space proposed to be subleased or subject to the assignment to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of recapture of such space from the proposed subleasePremises, (ii) from and after such date being the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area Termination Date for such space. Effective as of the Demised Premises remaining bears to the total rentable area date of recapture of any portion of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease section, the Monthly Base Rent, Rentable Area of the Premises and Tenant’s Share shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionadjusted accordingly. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If at any time or from time to time during the term of this Lease Tenant shall desire to assign this Lease, or desires to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially assign all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such subleaserelease or assignment falls within the last twelve (12) months of the Term, Tenant shall accept give notice to Landlord setting forth the terms of the proposed subletting and the space covered so proposed to be sublet. Landlord shall have the option, exercisable by such sublease in its then existing conditionnotice given to Tenant within thirty (30) days after Tenant’s notice is given, subject to terminate the obligations Lease effective as of the sublessee date of the proposed subletting. Landlord may enter into a lease with the proposed subtenant. If Tenant proposes to make assign this Lease, Landlord may, by notice given within thirty (30) days of Tenant’s notice, elect to terminate this Lease as of the date of the proposed assignment. If Landlord so terminates this Lease, Landlord may, if it elects, enter into a new lease covering the Premises or a portion thereof with the intended assignee or subtenant on such repairs thereto terms as Landlord and such person may be necessary to preserve agree, or enter into a new lease covering the Premises or a portion thereof with any other person; in such space in good order and condition. (g) In the case of a proposed subleaseevent, Tenant shall not sublet be entitled to any space portion of the profit, if any, which Landlord may realize on account of such termination and reletting. Landlord’s exercise of its aforesaid option shall not be construed to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice impose any liability upon Landlord with respect to such spaceany real estate brokerage commission(s) or any other costs or expenses incurred by Tenant in connection with its proposed subletting or assignment. If Landlord does not exercise its options to terminate this Lease or sublet the Premises, without complying once again with all of the provisions of this Section 13.03 and re-offering Tenant shall be free to sublet such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a any third party where Tenant pays greater consideration or grants a greater concession on the same terms set forth in the notice given to such third party for such assignment then the consideration offered Landlord, subject to be paid or concession offered to be granted to Landlord in Tenantobtaining Landlord’s Offer Notice without complying once again with all prior consent as hereinabove provided.” d. Paragraph 12(f) of the provisions of this Section 13.03 and re-offering Lease is hereby amended to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.read as follows:

Recapture. (a) If Tenant shall desire to assign this LeaseIn the event that, or to sublet the Demised Premises, it shall, no later than thirty (30) days at any time prior to the proposed effective date fifth (5th) anniversary of the assignment or subletMB Commencement Date, submit Tenant proposes to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or any part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if High-Rise Premises for the proposed transaction is an assignment or a sublease of all or substantially all remainder of the Demised Premises or a sublease of a portion of the Demised Premises whichinitial Term, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the and such proposed sublease is not an Exempt Transfer, Landlord shall have the right, exercisable within fifteen (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (6015) days after a Tenant’s Offer Noticeof its receipt of such notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered intended to be subleased, subject to the terms set forth in this Paragraph 21(G). Landlord may exercise such right by a notice given to Tenant within such fifteen (15) day period and, if Landlord does not exercise such right within the applicable period, Tenant, subject to Paragraph 21(A) above, may proceed with such sublease. If Landlord does exercise such right to terminate, such termination shall be effective, subject to the provisions of this Paragraph 21(G) on the later of the proposed effective date of such sublease set forth in Tenant’s notice to Landlord or the Revocation Date (as hereinafter defined), unless otherwise agreed by Landlord and Tenant. Notwithstanding the foregoing, if Landlord exercises such right to terminate as herein provided, Tenant may, at its election, exercisable by notice given to Landlord within thirty (30) days of Landlord’s notice to Tenant exercising such right to terminate (the “Revocation Date”), revoke its initial notice of such proposed sublease, then in which event Landlord’s exercise of its right to terminate shall be null and void and of no force or effect. In the event that this Lease is terminated with respect to all or any portion of the High-Rise Premises, the Net Rent due and payable hereunder shall be reduced by an amount per annum equal to the product obtained by multiplying (i) the number of square feet of Rentable Area in the portion of the High-Rise Premises so recaptured, and (ii) the Allocated High-Rise Premises Net Rent. As used herein, the “Allocated High-Rise Premises Net Rent” shall mean (i) in respect of the 46th floor, an amount, expressed on a per square foot of Rentable Area basis, equal to $32.50 for the first Lease Year, increased by 2% per annum in each succeeding Lease Year, and (ii) in respect of the 47th and 48th floors, an amount, expressed on a per square foot of Rentable Area basis, equal to $27.67 for the first Lease Year, increased by two percent (2%) per annum in each succeeding Lease Year. In the event that this Lease shall terminate is terminated with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and High-Rise Premises pursuant to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering Paragraph 21(G), such termination shall not affect any of the rights or obligations of the parties hereunder with respect to the remainder of the Premises. If the recaptured space to Landlord at such lower rental. In the case is only a part of a proposed assignmentfloor of the High-Rise Premises, Tenant Landlord shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party construct and finish in accordance with Building standards all corridors, elevator lobbies and other common areas on the floor required for such assignment then the consideration offered same to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and reoccupied as a multi-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordtenant floor.

Recapture. (aExcept for transfers under Article 16(B) If above, Landlord shall notify Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than within thirty (30) days prior to from the proposed effective date submission of the aforesaid information as to Landlord's choice, at Landlord's sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or subletassignment; or (2) That upon such replacement tenant's entering into a mutually satisfactory new lease for the Premises with Landlord, submit then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant's obligations); or (3) That Landlord declines to Landlord a written request for Landlord’s consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address sublease more than 66 percent of the proposed assignee Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or subtenant; (ii) that Landlord elects to cancel the terms and conditions Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the proposed assignment Premises, or subletting; (iii) the nature and character portion thereof which is the subject of Tenant's request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the business Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned without any liability to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. Notwithstanding the foregoing provisions of this Article: (a1) If in the event Tenant shall desire proposes to assign its interest in this Lease or to sublet (by one or more subleases, in the aggregate) fifty percent (50%) or more of the Demised Premises for a sublease term ending within one (1) year prior to the Expiration Date (or the expiration of any then effective Extension Period), but excluding any such assignment or sublease to a Related Entity of Genzyme Corporation otherwise permitted under this Lease, or Landlord, at Landlord's option, may give to sublet the Demised PremisesTenant, it shall, no later than thirty within twenty (3020) days after the submission by Tenant to Landlord of the statement required to be submitted in connection with such assignment or subletting, or, if Tenant so requests, within twenty (20) days after Tenant notifies Landlord that Tenant wishes to undertake such assignment or subletting, but has not yet procured a proposed assignee or subtenant, a notice terminating this Lease on the date (referred to as the "Earlier Expiration Date") immediately prior to the proposed effective commencement date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions term of the proposed assignment or subletting; (iii) , as set forth in such statement, and, in the nature event such notice is given, this Lease and character the Term shall come to an end and expire on the Earlier Expiration Date with the same effect as if it were the date originally fixed in this Lease for the end of the business Term of this Lease, and the proposed assignee or subtenant and its proposed use Rent shall be apportioned as of the Demised Premises; and (iv) current financial information said Earlier Expiration Date and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice prepaid portion of Rent for any period after such date shall be deemed an offer from refunded by Landlord to Tenant; or (2) in the event Tenant proposes to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of sublet all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a any portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is except for a sublease to a Related Entity of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required Genzyme Corporation as permitted pursuant to Section 13.03(a12.2), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expenseLandlord's option, may make such alterations as may be required or deemed necessary by Landlord give to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demiseTenant, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.within

Recapture. (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than Within thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease receipt of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Transfer Notice, together with and all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Section 27.2 above, Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing conditionsole and absolute discretion, subject by Notice to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space Tenant, elect to: (a) in good order and condition. (g) In the case of a proposed subleaseSublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant shall not sublet any space to a third party at a rental which is less (on a rate per rentable square foot basis) than equal to the rental (on a lesser of the per rentable square foot basisrental rate under this Lease or the proposed Sublease; (b) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignmentAssignment, take an assignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in its entirety or as to the portion of the Premises subject to the proposed Transfer; provided, however, that following such election by Landlord, Tenant may rescind its Transfer Notice upon written Notice to Landlord within five (5) business days after such election, in which event this Lease shall continue in full force and effect as though Tenant had not delivered such Transfer Notice. If Landlord elects to proceed pursuant to clause (a) or (b) above, any payment by Landlord to Tenant pursuant to such clause shall not assign exceed the amount which Tenant would have received pursuant to Section 27.5.2 below if Landlord had elected to consent to the proposed Sublease or Assignment. If this Lease shall be terminated with respect to the entire Premises, the Term shall end on the Transfer Date as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures only a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then portion of the consideration offered to be paid or concession offered to be granted to Landlord in Premises, the Rent during the unexpired Term and Tenant’s Offer Notice without complying once again with all Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the provisions of Premises (or portion thereof) are recaptured pursuant to this Section 13.03 27.3 and re-offering rented by Landlord to assign this Lease to Landlord and pay such consideration the proposed tenant or grant such concession to Landlordany other tenant.

Recapture. (a) If Tenant The Shipowner shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior pay to the proposed effective date Facility Agent for the benefit of the assignment or subletapplicable Lender, submit to Landlord within five (5) Business Days after a written request of such Lender, such amounts as shall be sufficient (in the reasonable judgment of such Lender) to compensate such Lender for Landlord’s consent any loss, expense or liability (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or redeployment of deposits from third parties or in connection with obtaining funds to make or maintain any Advance) which such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: Lender reasonably determines is attributable to: (i) the name and address of the proposed assignee any failure to make scheduled payments on a Payment Date or subtenantany payment due in connection with any Redemption; or (ii) any failure by the terms and conditions of the proposed assignment or sublettingShipowner to borrow any Advance for which a Certificate Authorizing Advance has been issued; or (iii) the nature and character any revocation of the business a notice of the proposed assignee or subtenant and its proposed use of the Demised Premisesprepayment given pursuant to Section 4.03(a); and or (iv) current financial information subject to Section 4.03(d), any prepayment of the Floating Rate Note (including, without limitation, due to the issuance of any Bonds) to the extent that (i) such Floating Rate Note (or the portion so prepaid) is being funded by the Alternate Lender and any (ii) such prepayment is other information Landlord may reasonably requestthan on an Interest Payment Date. Any such written request shall set forth in reasonable detail the basis of the calculation of such loss, expense or liability. (b) Tenant’s Offer Notice Without prejudice to any other provision hereof (and at the Shipowner's expense), the Facility Agent and the Alternate Lender shall use such reasonable efforts as each shall determine in its sole discretion to minimize any loss, expense or liability under this Section 4.04; provided that neither the Facility Agent nor any Lender shall be deemed an offer from Tenant obligated to Landlord whereby Landlord (or Landlord’s designeetake any actions under this Section 4.04(b) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all Facility Agent or part of the Demised Premises)such Lender has determined, (ii) have this Lease assigned in its sole discretion, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises whichin any material respect, when aggregated with other subleases then in effectprovided, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified further that nothing in the applicable Tenant’s Offer Notice and foregoing proviso shall relieve the Alternate Lender of its commitment to fund all Fixed Rent and Additional Rent shall be paid and apportioned to such dateAdvances hereunder. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant shall desire In addition to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the Landlord's right of approval of any proposed effective date of the assignment or subletsublease and without limiting the other provisions of this paragraph 15, submit Landlord shall have the option, in the event of any proposed Major Transfer to Landlord a written request for Landlord’s consent to such terminate the Lease. The term "Major Transfer" as used in this Lease means an assignment or subletting (“Tenants Offer Notice”), which shall contain the following informationsublease which: (i) the name and address when combined with all other assignments or subleases (other than those subject to paragraph 15.4), means that more than one half of the proposed assignee rentable square feet in the Building would be assigned or subtenantsublet; and (ii) either the terms and conditions proposed assignment or sublease (including all options to extend) together with any prior assignment or sublease (including all options to extend) as of the date of the proposed assignment or sublettingsublease has a term of more than the lesser of (x) three (3) years ; (iiiy) the nature and character one half of the business remaining term of the proposed assignee or subtenant and its proposed use Lease as of the Demised Premisesdate of the commencement of such assignment or sublease; and or (ivz) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part date of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease commencement of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed such assignment or sublease commencement is during the last three (3) years of the term of the Lease, one (1) year. If Tenant desires to determine prior to identifying a particular transaction whether Landlord intends to exercise its recapture right, Tenant shall give Landlord written notice of Tenant's intent to enter into a Major Transfer as of the date specified in such notice (the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent "Major Transfer Date"), which date shall be paid not less than six (6) months and apportioned to not more than (9) months from the date of Landlord's receipt of such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Noticenotice. Tenant shall not be entitled required to consideration have a particular assignment or payment from Landlord (or Landlord’s designee) in connection with any sublease identified before giving such assignment. If the Tenant’s Offer Notice provides notice; provided, however, that Tenant will pay any consideration or grant any concessions in connection shall again comply with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns provisions of this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease paragraph 15.5 with respect to a Major Transfer in the space covered by a proposed sublease, then event that: (i) this Lease shall terminate with respect to such part of Tenant does not enter into a Major Transfer by the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord Major Transfer Date; or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting sublease which is not a Major Transfer when executed later becomes one by means of any extension, expansion or otherwise (in which case Tenant shall immediately give Landlord or written notice of such occurrence). Landlord shall exercise its designee option to terminate, if at all, by giving Tenant written notice thereof within thirty (as 30) days following Landlord's receipt of Tenant's written notice. In the subtenant) may be for any purpose or purposes event that Landlord exercises its option to terminate, the Lease shall deem appropriateterminate as of the Major Transfer Date or, in the event that the Major Transfer occurs as a result of any assignment or sublease which is not a Major Transfer when executed later becoming one by means of any extension, expansion or otherwise, as of the date which is six (iii6) months after the date of the Major Transfer. Without in any manner limiting the rights of Landlord, at Tenant’s expensefollowing any such termination by Landlord, Landlord may make such alterations as may be required lease all or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration a portion of the term of such subleasePremises to any prospective assignee or subtenant proposed by Tenant, Tenant shall accept the space covered by such sublease in its then existing condition, subject without liability to the obligations of the sublessee Tenant. Landlord's failure to make exercise such repairs thereto termination right as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant herein provided shall not sublet any space to be construed as a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice waiver of Landlord's right with respect to such space, without complying once again any other assignment or sublease constituting a Major Transaction or as Landlord's consent to any proposed assignment or subletting and Tenant shall comply with all of the provisions terms of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again paragraph 15 with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordrespect thereto.

Recapture. (a) If Tenant shall desire requests Landlord’s consent to assign an assignment of this Lease, Lease or to sublet subletting of all or any part of the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, Tenant shall submit to Landlord a written request for Landlord’s consent to such assignment or subletting notice (“Tenants Offer Tenant’s Notice”), which shall contain the following information: ) containing (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; (iv) such information as to the financial responsibility and general reputation of the proposed assignee or subtenant that Landlord may require; and (ivv) current financial information a summary of plans and any other information Landlord may reasonably request. (b) specifications for revising the floor layout of the Premises. Upon the receipt of a Tenant’s Offer Notice from Tenant, Landlord shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s have the option, to be exercised in writing within thirty (i30) sublease days after such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises)receipt, (ii) have this Lease assigned to it or cancel and terminate this Lease (if the proposed transaction request is an assignment or a sublease to assign this Lease of all or substantially to sublet all of the Demised Premises or a sublease of or, if the request is to sublet a portion of the Demised Premises whichonly, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) to cancel and terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part such portion, in each case as of the Demised Premises)date set forth in Landlord’s notice of exercise of such option. Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate shall cancel this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (surrender possession of the Premises, or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlordthe portion of the Premises which is the subject of the request, effective on as the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or subleasecase may be, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenantsuch Landlord’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary notice in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged accordance with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space Lease relating to Landlord at such lower rentalsurrender of the Premises. In the case of a proposed assignment, Tenant shall not assign If this Lease shall be canceled as to a portion of the Premises only, the Annual Base Rent and all additional Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any third party where Tenant pays greater consideration tenant (including, without limitation, the proposed assignee or grants a greater concession subtenant of Tenant), without any liability to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. If at any time during the Term Tenant desires to effect a --------- Transfer with respect to all or any portion of the Premises (a) If other than to an Affiliate), before Tenant does so effect such Transfer, Tenant shall notify Landlord of Tenant's desire to assign effect such Transfer (the "Proposed Transfer Notice"). The Proposed Transfer Notice shall contain a description of the portion of the Premises that Tenant desires to Transfer (such portion being hereinafter referred to as the "Transfer Premises") and date that the proposed Transfer will take effect. Landlord shall have the right to terminate this Lease, or Lease as to sublet the Demised Premises, it shall, no later than Transfer Premises by giving notice of such termination to Tenant at any time within thirty (30) days prior days, after the date on which Landlord has received the Proposed Transfer Notice. If Landlord exercises such right to terminate, Landlord shall be entitled to recover possession of, and Tenant shall surrender, the proposed effective date Transfer Premises (with appropriate demising partitions erected at the expense of Tenant and with appropriate submetering of utilities to be done at the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”expense of Tenant), on the date specified in Landlord's notice of termination, which date shall contain in no event be sooner than the following information: earlier of (i) the name and address ninety (90) days after Tenant's receipt of the proposed assignee Landlord's notice of termination or subtenant; (ii) the terms and conditions of date that the proposed assignment or subletting; (iii) Transfer was to take effect as set forth in the nature and character of Proposed Transfer Notice. If Landlord does not exercise such right to terminate with respect to such Transfer Premises, then Landlord shall have no right to terminate the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by Transfer Premises as provided herein for six (6) months after the proposed sublease earlier of (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60i) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given receipt by Tenant to Landlord. (c) If from Landlord exercises of a notice whereby Landlord waives its option under Section 13.03(b) right to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Transfer Premises on the effective date of the proposed sublease, as provided herein or (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of thirty (30) day period referred to in the preceding paragraph if during such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject thirty (30) day period Landlord fails to respond to the obligations of the sublessee to make Proposed Transfer Notice. During such repairs thereto as may be necessary to preserve such space in good order and condition. six (g6) In the case of a proposed sublease, month period Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.may

Recapture. (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for 9.2.1. Upon Landlord’s consent to such assignment or subletting receipt of any Tenant’s Notice, Landlord shall have the following options, as applicable (herein collectively called the “Tenants Offer NoticeRecapture Options”), any of which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by written notice to Tenant (herein called the “Recapture Notice”) given at anytime within sixty a period (60herein called the “Recapture Period”) days of fifteen (15) Business Days after its receipt of such Tenant’s Notice: (a) If a Tenant’s Offer NoticeNotice shall set forth either a proposed assignment or a proposed sublease of seventy-five percent (75%) or more of the then rentable area of the Premises, together with all information required pursuant then Landlord shall have the option to Section 13.03(a), has been given by Tenant to Landlord. (c) terminate this Lease in its entirety. If Landlord exercises its option under Section 13.03(b) to terminate this Leasesuch option, then this Lease shall terminate on the date that such proposed assignment or sublease commencement was to become effective or commence, as the case may be, as if such date specified in were the applicable Tenant’s Offer Notice date originally set forth herein for the expiration of the Term, and all Fixed Rent and Additional the Rent shall be paid and apportioned to such date. Tenant shall thereafter be released of all liability to pay the Rent and for the performance and observance of all other obligations of this Lease from and after the date of such termination. (db) If Landlord exercises its option under Section 13.03(ba Tenant’s Notice shall set forth a proposed sublease demising less than the entire Premises for a term expiring within two (2) years prior to have the then-scheduled Expiration Date of this Lease assigned to it (or its designee)Lease, then Tenant Landlord shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on have the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect as to the space covered by a proposed subleasesublease space. If Landlord exercises such option, then (i) Landlord, at Landlord’s expense, shall (x) erect all partitions required to separate such space from the remainder of the Premises and (y) install all corridors, doors, equipment and facilities required to (aa) allow for independent access from such space to the applicable Public Areas, (bb) comply with any Legal Requirements or Insurance Requirements relating to such separation, and (cc) enable such space to be used, maintained and serviced as an independent unit, and (ii) this Lease shall terminate with respect to such part of the Demised Premises space on the date that such proposed sublease was to commence and, effective date as of the proposed subleasesuch termination, (ii) from and after such date the Fixed Rent and Additional Rent this Lease shall be adjusted, based upon deemed modified to (x) eliminate such space from the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iiiy) Tenant shall pay to Landlord, upon demand, reduce the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer NoticeShare, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per pro rata, rentable square foot basis) than . Tenant shall thereafter be released of all liability to pay the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice Rent and for the performance and observance of all other obligations of this Lease with respect to such spaceeliminated space from and after the date of such termination 9.2.2. If Landlord exercises a Recapture Option as provided above, without complying once again with all Tenant shall be entitled to notify Landlord in writing, within ten (10) Business Days after Tenant’s receipt of the provisions of this Section 13.03 applicable Recapture Notice, that Tenant is withdrawing its request for Landlord’s consent to the proposed assignment or sublease, in which case such Recapture Notice shall be null and re-offering void, and Tenant shall be deemed not to have requested Landlord’s consent to such space to Landlord at proposed assignment or sublease (and Tenant shall, if it has theretofore entered into such lower rental. In proposed assignment or sublease, promptly terminate the case of a proposed assignmentsame, and, in any event, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession sublet the proposed sublease space pursuant to such third party for such proposed assignment then or sublease without again requesting Landlord’s consent with respect thereto, subject and in accordance with the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the terms and provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord9.2).

Recapture. (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than Within thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease receipt of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Transfer Notice, together with and all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Section 27.2 above, Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing conditionsole and absolute discretion, subject by Notice to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space Tenant (“Recapture Notice”), elect to: (a) in good order and condition. (g) In the case of a proposed subleaseSublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant shall not sublet any space to a third party at a rental which is less (on a rate per rentable square foot basis) than equal to the rental (on a lesser of the per rentable square foot basisrental rate under this Lease or the proposed Sublease; (b) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignmentAssignment, take an assignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in its entirety or as to the portion of the Premises subject to the proposed Transfer. Tenant shall have the right, by Notice to Landlord no later than five (5) business days following Landlord’s delivery of a Recapture Notice, to withdraw the subject Transfer Notice, in which event such Recapture Notice shall have no force or effect. Tenant’s failure to deliver such Notice to withdraw the subject Transfer Notice within such five (5) business day period shall be deemed a waiver of its right to withdraw such Transfer Notice and the parties shall proceed pursuant to the Recapture Notice. If Landlord elects to proceed pursuant to clause (a) or (b) above (and Tenant does not assign timely withdraw the subject Transfer Notice), any payment by Landlord to Tenant pursuant to such clause shall not exceed the amount which Tenant would have received pursuant to Section 27.5.2 below if Landlord had elected to consent to the proposed Sublease or Assignment. If this Lease shall be terminated with respect to the entire Premises, the Term shall end on the Transfer Date as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures only a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then portion of the consideration offered to be paid or concession offered to be granted to Landlord in Premises, the Rent during the unexpired Term and Tenant’s Offer Notice without complying once again with all Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the provisions of Premises (or portion thereof) are recaptured pursuant to this Section 13.03 27.3 and re-offering rented by Landlord to assign this Lease to Landlord and pay such consideration the proposed tenant or grant such concession to Landlordany other tenant.

Recapture. (a) If In the event that Tenant shall desire seeks to assign this Lease, Lease or to sublet the Demised Premises, it shall, no later than thirty one hundred percent (30100%) days prior to the proposed effective date of the assignment or subletPremises for substantially the remainder of the Term, submit then Landlord shall have the right to Landlord a written request for Landlord’s consent to terminate this Lease in the event of such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: either (i) on the name and address condition that the proposed transferee immediately enter into a direct lease of the Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed assignee to be so sublet) on the same terms and conditions contained in Tenant’s notice, or subtenant; (ii) so that Landlord is thereafter free to lease the Premises (or, in the case of a partial sublease, the portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord. In the event Landlord elects to so terminate this Lease, then (A) if such termination is conditioned upon the execution of a lease between Landlord and conditions of the proposed assignment or subletting; (iii) transferee, Tenant’s obligations under this Lease shall not be terminated until such transferee executes a new lease with Landlord, enters into possession and commences the nature and character payment of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; rent, and (ivB) current financial information and any other information if Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant elects simply to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if or, in the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease case of a partial sublease, terminate this Lease as to the portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premisesto be so sublet), the Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (iii15) terminate days after Landlord has notified Tenant in writing of such election. Upon such termination, Tenant shall be released from any further obligation under this Lease if it is terminated in its entirety, or shall be released from any further obligation under the Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may to be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified sublet in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed partial sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignmentpartial termination of the Lease, the Base Monthly Rent and Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant shall not assign this execute a cancellation and release with respect to the Lease to a third party where Tenant pays greater consideration or grants a greater concession to effect such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordtermination.

Recapture. (a) If Tenant shall desire proposes to assign its interest in this Lease, Lease or to sublet all or any part of the Demised Leased Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s its option, upon written notice to Tenant within ten (i10) sublease such space from Tenant (if days after Landlord's receipt of the proposed transaction is a sublease of information specified in Article 19.3 above, elect to recapture all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a any portion of the Demised Premises whichLeased Premises, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant and within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), notice of such election has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this LeaseTenant, then this Lease shall terminate on as to the proposed assignment portion of the Leased Premises recaptured. If all or sublease commencement date specified in a portion of the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned Leased Premises is recaptured by Landlord pursuant to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee)Article 19.4, then Tenant shall assign this Lease promptly execute and deliver to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on a termination agreement setting forth the proposed assignment or sublease commencement termination date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by Leased Premises or the recaptured portion thereof, and prorating the Annual Basic Rent, Additional Rent and other charges payable hereunder to such date. If Landlord does not elect to recapture as set forth above, Tenant may thereafter enter into a proposed sublease, then (i) this Lease shall terminate valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents thereto pursuant to this Article 19, and provided further, that (a) such part assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, (c) there is not in existence an Event of the Demised Premises on Default as of the effective date of the proposed assignment or sublease, (iid) from and after such date there have been no material changes with respect to the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area financial condition of the Demised Premises remaining bears proposed subtenant or assignee or the business such party intends to conduct in the total rentable area of the Demised Leased Premises, and (iiie) Tenant shall pay to Landlord, upon demand, a fully executed original of such assignment or sublease providing for an express assumption by the costs incurred by Landlord in demising separately such part assignee or subtenant of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms terms, covenants and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession promptly delivered to Landlord.

Recapture. (a) If Tenant shall desire Except for an assignment to assign a Related Entity in accordance with the provisions of Section 15.6 of this Lease, or to sublet Lease and except for an EP Sublease during the Demised Premises, it shall, no later than thirty (30) days prior EP Tolling Period pursuant to the proposed effective date provisions of Section 15.2 hereof, in the event the sublease or assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the name and address case may be, more than thirty-five percent (35%) of the proposed assignee rentable square feet of the Building or subtenant; (ii) the terms and conditions is for a term which by itself or taken together with then existing or pending subleases or partial assignments is greater than fifty percent (50%) of the proposed assignment or subletting; (iii) period remaining in the nature and character Term of this Lease as of the business time of the proposed assignee or subtenant and its proposed use of Proposed Effective Date, then Landlord shall have the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant right, to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by giving written notice to Tenant within sixty (60) days after a Tenant’s Offer NoticeLandlord's Response Period, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on recapture the proposed assignment or sublease commencement date specified space described in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (sublease or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or subleasesuch recapture notice is given, then Tenant it shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) serve to terminate this Lease with respect to the proposed sublease or assignment space, or, if the proposed sublease or assignment space covered by a proposed subleasecovers all the Premises, then (i) it shall serve to terminate the entire Term of this Lease shall terminate in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to Premises shall become effective without the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s prior written consent, freely to assign such sublease or any interest therein or to sublet all or any part where necessary, of the space covered by such sublease and to make any and all alterations and improvements in holder of each deed of trust encumbering the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space Premises or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject . If this Lease is terminated pursuant to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice foregoing with respect to such spaceless than the entire Premises, without complying once again with all the Rent shall be adjusted on the basis of the provisions proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Notwithstanding the foregoing or anything to the contrary contained in Section 13.03 and re-offering such space to 15.4 hereof, Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign have the right to recapture the proposed sublease or assignment space if the proposed sublease or assignment is to an entity or party not considered to be a Related Entity under this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be so long as Landlord is paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all one hundred percent (100%) of the provisions Bonus Rent (hereinafter defined) by Tenant, as Additional Rent, at the same time as the monthly installments of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to LandlordRent are payable hereunder.

Recapture. (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than Within thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent receipt of a Transfer Notice, and all information specified in Section 27.2 above, and provided such Transfer Notice relates to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: either (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers for all or substantially all of the Demised Premises)then remaining Lease Term, or (iiiii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part an assignment of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If then, Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing conditionsole and absolute discretion, subject by Notice to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space Tenant, elect to: (a) in good order and condition. (g) In the case of a proposed subleaseSublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant shall not sublet any space to a third party at a rental which is less (on a rate per rentable square foot basis) than equal to the rental (on a lesser of the per rentable square foot basisrental rate under this Lease or the proposed Sublease; (b) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignmentAssignment, take an assignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in its entirety or as to the portion of the Premises subject to the proposed Transfer. If Landlord elects to proceed pursuant to clause (a) or (b) above, any payment by Landlord to Tenant pursuant to such clause shall not assign exceed the amount which Tenant would have received pursuant to Section 27.5.2 below if Landlord had elected to consent to the proposed Sublease or Assignment. If this Lease shall be terminated with respect to the entire Premises, the Term shall end on the Transfer Date as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures only a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then portion of the consideration offered to be paid or concession offered to be granted to Landlord in Premises, the Rent during the unexpired Term and Tenant’s Offer Notice without complying once again with all Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the provisions of Premises (or portion thereof) are recaptured pursuant to this Section 13.03 27.3 and re-offering rented by Landlord to assign this Lease to Landlord and pay such consideration the proposed tenant or grant such concession to Landlordany other tenant.

Recapture. (a) If Tenant seeks to make a Transfer after the fourth year following the Commencement Date, Landlord shall desire have the right to assign terminate this Lease or, in the case of a sublease of less than all of the Premises, terminate this Lease as to that part of the Premises proposed to be so sublet, either (i) on the condition that the proposed transferee immediately enter into a direct lease of the Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s notice, or (ii) so that Landlord is thereafter free to lease the Premises (or, in the case of a partial sublease, the portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord. In the event Landlord elects to so terminate this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: then (i) if such termination is conditioned upon the name execution of a lease between Landlord and address of the proposed assignee or subtenant; transferee, Tenant’s obligations under this Lease shall not be terminated until such transferee executes a new lease with Landlord, enters into possession and commences the payment of rent, and (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information if Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant elects simply to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if or, in the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease case of a partial sublease, terminate this Lease as to the portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premisesto be so sublet), the Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (iii15) terminate days after Landlord has notified Tenant in writing of such election. Upon such termination, Tenant shall be released from any further obligation under this Lease if it is terminated in its entirety, or shall be released from any further obligation under the Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may to be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified sublet in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed partial sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignmentpartial termination of the Lease, the Base Monthly Rent and Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant shall not assign this execute a cancellation and release with respect to the Lease to a third party where Tenant pays greater consideration effect such termination. Notwithstanding the foregoing provisions of Section 14.1C, Landlord’s right to recapture under this Section shall not be applicable to (i) any Permitted Transfer, or grants a greater concession to such third party for such assignment then (b) any other Transfer involving the consideration offered to be paid sale or concession offered to be granted to Landlord in transfer of Tenant’s Offer Notice without complying once again with all of business at the provisions of this Section 13.03 and re-offering Premises where the transferee will continue to assign this Lease to Landlord and pay such consideration conduct the same or grant such concession to Landlordsubstantially similar business as Tenant at the Premises.

Recapture. If Tenant desires to assign this Lease or enter into any sublease of the Premises, Landlord shall have the option (a) If Tenant shall desire to assign terminate this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to Lease effective as of the proposed effective date of the assignment or subletcommencement date of sublease, submit to Landlord a written request for Landlord’s consent to such in the case of an assignment or subletting of a proposed sublease of all of the Premises, or (“Tenants Offer Notice”)b) to exclude from the Premises covered by this Lease, which shall contain the following information: (i) space proposed to be sublet by Tenant, in the name and address case of a proposed sublease of less than all of the Premises, effective as of the proposed assignee or subtenant; commencement date of sublease of such space by Tenant. Landlord may exercise such option by giving Tenant written notice within twenty (ii20) the terms and conditions days after receipt by Landlord of Tenant's notice of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises)sublease. Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Leasesuch option, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease surrender possession of the Premises or affected portion thereof to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of termination or exclusion, and neither party hereto shall have any further rights or liabilities with respect to such space under this Lease. Effective as of the proposed sublease, date of exclusion of any portion of the Premises covered by this Lease pursuant to this paragraph: (i) Monthly Base Rent shall be reduced by the Monthly Base Rent for the portion of the Premises so excluded and (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to shall be decreased by the total number of square feet of rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable portion of the Premises so excluded and Tenant’s Offer Notice and otherwise on the terms and conditions of 's Proportionate Share shall be adjusted accordingly for all purposes under this Lease. There shall be no restrictions on Landlord reletting the Premises or the portion thereof so excluded d to any other tenant, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublesseeincluding, without limitation, Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such 's proposed assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. Notwithstanding the foregoing provisions of this --------- Article: (a1) If in the event Tenant shall desire proposes to assign this Lease, or to sublet all of the Demised Premises, it shallLandlord, no later than thirty at Landlord's option, may give to Tenant, within ten (3010) business days after the submission by Tenant to Landlord of the statement required to be submitted in connection with such assignment or subletting, or, if Tenant so requests, within ten (10) business days after Tenant notifies Landlord that Tenant wishes to undertake such assignment or subletting, but has not yet procured a proposed assignee or subtenant, a notice terminating this Lease on the date (referred to as the "Earlier Termination Date") immediately prior to the proposed effective commencement date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions term of the proposed assignment or subletting; (iii) , a set forth in such statement, and, in the nature event such notice is given, this Lease and character the Term shall come to an end and expire on the Earlier Termination Date with the same effect as if it were the date originally fixed in this Lease for the end of the business Term of this Lease, and the Rent shall be apportioned as of said Earlier Termination Date and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant, provided, however that in the event Landlord shall so elect to terminate this Lease, Tenant, upon written notice to Landlord given within ten (10) days of receipt by Tenant of Landlord's notice of termination, may elect to negate such termination by declaring its intent not to proceed with such assignment or subletting; or (2) in the event Tenant proposes to assign or sublet in the aggregate in excess of fifty percent (50%) of the proposed assignee or subtenant and its proposed use original square footage of the Demised Premises; and (iv) current financial information and any other information , Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s 's option, may give to Tenant fifty percent (i50%) sublease such space from Tenant (if of the proposed transaction is a sublease of all or part original square footage of the Demised Premises). Landlord at Landlord's option, may give to Tenant, within thirty (ii30) have this Lease assigned days after the submission by Tenant to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all Landlord of the Demised Premises or statement required to be submitted in connection with such proposed assignment of subletting, a sublease of a notice electing to eliminate such portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all (said portion is referred to as the "Eliminated Space") from the Demised Premises during the period (referred to as the "Elimination Period") commencing on the date (referred to as the "Elimination Date") immediately prior to the proposed commencement date of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease term of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement subletting, as set forth in such statement, and ending on the proposed expiration date specified in of the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on term of the proposed assignment or sublease commencement date specified subletting, as set forth in such statement, and in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any event such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then notice is given (i) this Lease the Eliminated Space shall terminate with respect to such part of be eliminated from the Demised Premises on during the effective date of the proposed sublease, Elimination Period; (ii) from Tenant shall surrender the Eliminated Space to Landlord on or prior to the Elimination Date in the same manner as if said Date were the date originally fixed in this Lease for the end of the Term of this Lease; (iii) if the Eliminated Space shall constitute less than an entire floor, Landlord, at Landlord's expense, shall have the right to make any alterations and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of installations in the Demised Premises remaining bears required, in Landlord's judgment, reasonably exercised, to make the Eliminated Space a self-contained rental unit with access through corridors to the total rentable area elevators and core toilets serving the Eliminated Space, and if the Demised Premises shall contain any core toilets or any corridors (including any corridors proposed to be constructed by Landlord pursuant to this subdivision (iii) providing access from the Eliminated Space to the core area), Landlord and tenant or other occupant of the Eliminated Space shall have the right to use such toilets and corridors in common with Tenant and any other permitted occupants of the Demised Premises, and the right to install signs and directional indicators in or about such corridors indicating the name and location of such tenant or other occupant; (iiiiv) Tenant shall pay to Landlord, upon demandduring the Elimination Period, the costs incurred by Landlord Yearly Fixed Rent shall be reduced in demising separately such part the proportion which the are of the Eliminated Space bears to the total area of the Demised Premises and in complying with any applicable laws and regulations relating immediately prior to such demise. the Eliminate Date (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all including an equitable portion of the terms and conditions area of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth any corridors referred to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; subdivision (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any of this sentence as part of the space covered by area of the Eliminated Space for the purpose of computing such sublease reduction, and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be prepaid Rent for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately period after the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.Elimination Date

Recapture. (a) If at any time or from time to time during the term of this Lease and any option terms, Tenant shall desire desires to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such Premises, then, not less than thirty (30) days nor more than sixty (60) days prior to the date (the “Transfer Date”) on which Tenant desires the assignment or sublease to become effective, Tenant shall give Landlord a notice (the “Transfer Notice”) that shall set forth the name, address and to make any and all alterations and improvements in business of the space covered by such sublease; (iv) shall provide that any proposed assignee or further subtenant of Landlord or its designee maysublessee, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removedthe substantive and financial terms of the proposed transaction in full detail, in whole or in partand information (including, by such without limitation, all relevant financial statements and references) concerning the character, financial condition and retail business experience of the proposed assignee or subtenantsublessee. Notwithstanding anything to the contrary contained in this Section 16.4, Landlord shall have the option exercisable by giving notice to Tenant at its option, prior to or upon any time within twenty (20) days after Landlord’s receipt of the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that Transfer Notice (i) in the parties case of an assignment or sublease, to such sublease expressly negate any intention that any estate created terminate this Lease as to the portion of the Premises proposed to be sublet or assigned, in which event Tenant shall be relieved of all obligations under such sublease be merged with any other estate held by either of said parties, this Lease accruing after the Transfer Date; or (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, to sublease such portion of the Premises from Tenant upon the terms and conditions set forth in the Transfer Notice. No failure of Landlord to exercise either option with respect to the applicable portion of the Premises shall be deemed to be a consent by Landlord to the assignment or subletting of all or any portion of the Premises. If, after receipt of any Transfer Notice, Landlord exercises its right to terminate this Lease with respect to, or enter into a sublease for, the applicable portion of the Premises, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than have the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such spaceright, without complying once again with all of the provisions of this Section 13.03 and re-offering such space exercisable by written notice to Landlord at such lower rental. In sent with ten (10) days after its receipt of Landlord’s said notice, to rescind the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordapplicable Transfer Notice.

Recapture. (a) If Tenant shall desire desires to assign this Lease, Lease or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by Premises, Tenant shall give Landlord written notice of such intent ("Tenant's Notice") prior to Tenant entering into such assignment or sublease. Tenant's Notice for a proposed sublease and to make any and all alterations and improvements in shall identify the space covered by such sublease; (iv) shall provide that any assignee or further subtenant to be subleased, the name of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or proposed subtenant, at its option, prior to or upon the proposed commencement date and expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration date of the term of such sublease, Tenant the rental and other salient terms and conditions applicable to the proposed sublease. Tenant's Notice for a proposed assignment shall accept identify the space proposed effective date of such assignment, the name of the proposed assignee, the consideration to be paid for the proposed assignment and all other salient terms and conditions applicable to such assignment. Landlord shall thereupon have the option to exclude from the Promises covered by such sublease in its then existing condition, subject to the obligations this Lease (i) all of the sublessee to make such repairs thereto as may be necessary to preserve such space Premises, if Tenant's Notice specifies a proposed assignment, or (ii) the portion of the Premises described in good order and condition. (g) In the case of Tenant's Notice, if Tenant's Notice specifies a proposed sublease, but only if the term (counting all renewal or extension terms granted in such sublease) of such sublease expires on any date occurring during or after the last year of the Term of this Lease (provided, that if on or before the date that Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in gives Tenant’s Offer 's Notice with respect to such spacesublease, Tenant exercises any Renewal Option under Paragraph 31 hereof, "last year of the Term of this Lease" as used herein shall mean the last year of the Renewal Term for which such Renewal Option was exercised), which exclusion shall be effective as of the proposed effective date of assignment or the proposed commencement date of sublease, as the case may be, as specified in Tenant's Notice. Notwithstanding the foregoing to the contrary, Landlord shall have no recapture options hereunder with respect to any sublease entered into by Tenant during the last five years of the initial Term of this Lease; provided, however, that with respect to any such sublease, if Tenant exercises any Renewal Option under (Paragraph 31 hereof, Landlord shall be entitled to 100% of the net profit in lieu of 50% of the net profits) under Paragraph 8.1 above, realized with respect to such sublease during all Renewal Terms of this Lease. Landlord may exercise said recapture option by giving Tenant written notice within 20 days after receipt by Landlord of Tenant's Notice of the proposed assignment or sublease. If Landlord exercises said option, Tenant shall surrender possession of the space to be excluded from this Lease on the effective date of exclusion of said space from this Lease, and neither party hereto shall have any further rights or liabilities with respect to said space under this Lease except as otherwise specified in this Lease, and further provided that Tenant shall pay when due all Rent accruing under this Lease with respect to said space prior to the effective date of exclusion of said space from this Lease. Effective as of the date of exclusion of any portion of the Premises covered by this Lease pursuant to this paragraph: (i) the Monthly Base Rents specified in Paragraph 1.1H shall each be reduced in the same proportion as the number of rentable square feet by the portion of the Premises so excluded bears to the number of rentable square feet of the Premises immediately prior to such exclusion; (ii) the rentable square feet of the Premises specified in Paragraph 1.1I shall be decreased by the number of rentable square feet of the portion of the Premises so excluded as determined in accordance with Paragraph 22.1G hereof; (iii) Tenant's Proportionate Share shall be adjusted accordingly; and (iv) there shall be no restrictions on Landlord reletting the portion of the Premises so excluded to any other tenant, including, without limitation, any proposed sublessee or assignee of Tenant. If Landlord does not exercise said option, Tenant may not thereafter (i) enter into a sublease or assignment which contains material differences from the sublease or assignment described in Tenant's Notice, nor (ii) enter into a sublease or assignment which is identical to the sublease or assignment described in Tenant's Notices but which is entered into after the date which is 120 days after the date that Tenant's Notice is delivered to Landlord, without again complying once again with all of the provisions of this Section 13.03 Paragraph 8.2 and re-offering such affording Landlord the rights to recapture space as hereinabove provided. Notwithstanding anything contained herein to Landlord at such lower rental. In the case of a proposed assignmentcontrary, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering Paragraph 8.2 shall not apply to assign this Lease any assignment or sublease to Landlord and pay such consideration or grant such concession to Landlordan affiliate of Tenant.

Recapture. (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than Within thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease receipt of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Transfer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date information specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Section 27.2 above, Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing conditionsole and absolute discretion, subject by Notice to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space Tenant (“Recapture Notice”), elect to: (a) in good order and condition. (g) In the case of a proposed subleaseSublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant shall not sublet any space to a third party at a rental which is less (on a rate per rentable square foot basis) than equal to the rental (on a lesser of the per rentable square foot basisrental rate under this Lease or the proposed Sublease; (b) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignmentAssignment, take an assignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in its entirety or as to the portion of the Premises subject to the proposed Transfer. Tenant shall have the right, by Notice to Landlord no later than five (5) business days following Landlord’s delivery of a Recapture Notice, to withdraw the subject Transfer Notice, in which event such Recapture Notice shall have no force or effect. Tenant’s failure to deliver such Notice to withdraw the subject Transfer Notice within such five (5) business day period shall be deemed a waiver of its right to withdraw such Transfer Notice and the parties shall proceed pursuant to the Recapture Notice. If Landlord elects to proceed pursuant to clause (a) or (b) above (and Tenant does not assign timely withdraw the subject Transfer Notice), any payment by Landlord to Tenant pursuant to such clause shall not exceed the amount which Tenant would have received pursuant to Section 27.5.2 below if Landlord had elected to consent to the proposed Sublease or Assignment. If this Lease shall be terminated with respect to the entire Premises, the Term shall end on the Transfer Date as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures only a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then portion of the consideration offered to be paid or concession offered to be granted to Landlord in Premises, the Rent during the unexpired Term and Tenant’s Offer Notice without complying once again with all Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture and Landlord shall be responsible for the construction of any partitions necessary to separate the provisions recaptured space. Tenant shall, at Tenant’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises (or portion thereof) are recaptured pursuant to this Section 13.03 27.3 and re-offering rented by Landlord to assign this Lease to Landlord and pay such consideration the proposed tenant or grant such concession to Landlordany other tenant.

Recapture. (a) If Tenant at any time desires to Transfer this Lease or any part thereof, it shall first notify Landlord in writing of its desire to assign do so, and offer Landlord the right to recapture, at the per square foot rental for the space then applicable pursuant to this LeaseLease or the rental which Tenant proposed to obtain whichever is lower, for all or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date any part of the assignment Premises which Tenant desires to assign or sublet, submit . Tenant’s notice to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: specify (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant sublessee, (ii) the amount and its location of this space affected, (iii) the proposed use effective date and duration of the Demised Premises; subletting or assignment, and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice the proposed rental to be paid to Tenant by such sublessee or assignee. Landlord, upon receipt of such notice, shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s have the option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Noticefrom the date of the receipt of such notice, together with all information required pursuant to Section 13.03(a), has been given by require Tenant to execute an assignment to Landlord of this Lease (if Tenant desires to assign this Lease) or a sublease to Landlord of the Premises or such portion thereof as Tenant desires to sublet with the right of Landlord to sublease to others, or anyone designated by Landlord. (c) . If Landlord exercises its such option under Section 13.03(b) to terminate and such assignment or sublease is at the rental specified in this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent Tenant shall be paid released of all further liability hereunder, from and apportioned to after the effective date of such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then with respect to that portion of the Premises included therein. If Landlord does not exercise such option within such time, Tenant shall pay such consideration and/or grant any such concessions may thereafter assign this Lease or sublet the premises involved, provided Landlord consents thereto, but at a rental not less than offered to Landlord in the notice and not later than ninety (or Landlord’s designee90) on days after delivery of the date Tenant assigns this Lease to aforesaid notice unless a further notice is given. In the event Landlord (or Landlord’s designee). (e) If Landlord exercises does not exercise its option under Section 13.03(b) right to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part a portion of the space covered by such sublease Premises from Tenant and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or has granted its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such subleasewritten consent, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease or sublet all or a portion of the Premises in accordance with Landlord’s consent. Any Rent accruing to Tenant as a third party where Tenant pays greater consideration or grants a greater concession to such third party for result of such assignment or sublease which is in excess or the Rent then being paid by Tenant, or in excess of the consideration offered to pro rata share of Rent then being paid by Tenant for the portion of the Premises being sublet, shall be paid or concession offered to be granted by Tenant to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordmonthly as additional rent.

Recapture. (a) If Tenant shall desire Except for an assignment to assign this a Related Entity in accordance with the provisions of Section 16 of the Lease, in the event the sublease or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the name and address case may be, more than twenty-five percent (25%) of the proposed assignee rentable square feet of the Premises or subtenant; (ii) the terms and conditions is for a term which by itself or taken together with then existing or pending subleases or partial assignments is greater than fifty percent (50%) of the proposed assignment or subletting; (iii) period remaining in the nature and character Term of this Lease as of the business time of the proposed assignee or subtenant and its proposed use of Proposed Effective Date, then Landlord shall have the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant right, to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by giving written notice to Tenant within sixty (60) days after a Tenant’s Offer NoticeLandlord's Response Period or the Second Response Period, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on recapture the proposed assignment or sublease commencement date specified space described in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (sublease or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or subleasesuch recapture notice is given, then Tenant it shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) serve to terminate this Lease with respect to the proposed sublease or assignment space, or, if the proposed sublease or assignment space covered by a proposed subleasecovers all the Premises, then (i) it shall serve to terminate the entire Term of this Lease shall terminate in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to such part or all of the Demised Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the effective date basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Notwithstanding the foregoing, Landlord shall not have the right to recapture the proposed sublease or assignment space if the proposed sublease or assignment is to an entity or party not considered to be a Related Entity under this Lease if (a) such non-related entity or party has a net worth of at least Ten Million Dollars ($10,000,000.00) and a net income of at least Three Million Dollars ($3,000,000.00) for the most recent fiscal year and (b) such non-related entity or party agrees to pay ninety percent (90%) of the then Fair Rental Value (as such term is defined in Addendum 1 hereto) of the proposed subleaseassignment or sublease space; provided, however, that ninety percent (ii90%) from and after such date of Fair Rental Value shall not be less than the Fixed Base Rent and Additional Adjustments to Base Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Basic Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionInformation. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Notwithstanding anything to the contrary contained in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ shall have the option, by giving written notice to Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than within thirty (30) days prior after receipt of Tenant's Notice of Proposed Transfer, to recapture the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: Subject Space if (i) the name and address of proposed Transfer, at any time during the proposed assignee Lease Term, applies to the entire Premises or subtenant; (ii) the terms and conditions of proposed Transfer, for which Tenant requests Landlord's consent at any time during Lease Years 13 through 15, would result in the proposed assignment subleasing, individually or subletting; in the aggregate (iii) i.e., the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) maysublease in question, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of together with all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other prior subleases then in effect), covers all of eighty-five percent (85%) or substantially all more of the Demised rentable area of the Premises), or (iii) . Such recapture notice shall cancel and terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part Subject Space as of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a date stated in Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer 's Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on Proposed Transfer as the effective date of the proposed subleaseTransfer (or, (ii) from and after such date at Landlord's option, shall cause the Fixed Rent and Additional Rent shall Transfer to be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease made to Landlord or its designee (as subtenant) agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If this Lease shall be cancelled with respect to less than the entire Premises, the Rental reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in form proportion to the number of rentable square feet contained in the Premises; Tenant's Percentage Share shall be appropriately reduced; this Lease shall be amended as reasonably required to accommodate conversion of the Building from a single tenant building to a multi-tenant building, including, without limitation, the designation of additional Common Areas to provide reasonable access for all tenants of the Building and substance reasonably satisfactory the reallocation of maintenance and repair responsibilities with respect to the Common Areas in a manner mutually agreeable to Landlord at and Tenant; and this Lease as so amended shall continue thereafter in full force and effect; and Landlord shall have the rental rate per rentable square foot of Fixed Rent right to negotiate directly with Tenant's proposed Transferee and Additional Rent then payable pursuant to enter into a direct lease or occupancy agreement with any such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for compensation or profit related to such lease or occupancy agreement. If Landlord and Tenant cannot mutually agree upon the amendments to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject reasonably required to all accommodate conversion of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth Building from a single tenant building to the contrary in this Section 13.03; a multi-tenant building within ten (ii10) shall be upon the same terms and conditions as those contained in the applicable business days after Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election 's receipt of Landlord's recapture notice, make alterations, decorations and installations either party may elect to submit the matter to arbitration in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged accordance with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionParagraph 32. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. Notwithstanding the foregoing provisions of this Article: (a1) If in the event Tenant shall desire proposes to assign this Lease, or to sublet all of the Demised PremisesPremises other than pursuant to Section 14.3, it shallLandlord, no later than at Landlord's option, may give to Tenant, within thirty (30) days after the submission by Tenant to Landlord of the statement required to be submitted in connection with such assignment or subletting, or, if Tenant so requests, within thirty (30) days after Tenant notifies Landlord that Tenant wishes to undertake such assignment or subletting, but has not yet procured a proposed assignee or subtenant, a notice terminating this Lease on the date (referred to as the "Earlier Termination Date") immediately prior to the proposed effective commencement date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions term of the proposed assignment or subletting; (iii) , as set forth in such statement, and, in the nature event such notice is given, this Lease and character the Term shall come to an end and expire on the Earlier Termination Date with the same effect as if it were the date originally fixed in this Lease for the end of the business Term of this Lease, and the proposed assignee Rent shall be apportioned as of said Earlier Termination Date and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant, provided, however, that in the event Landlord shall so elect to terminate this Lease, Tenant, upon written notice to Landlord given within twenty (20) days of receipt by Tenant of Landlord's notice of termination, may elect to negate such termination by declaring its intent not to proceed with such assignment or subtenant and its proposed use subletting; or (2) in the event Tenant proposes to assign or sublet any portion of the Demised Premises; and , Landlord, at Landlord's option, may give to Tenant, within thirty (iv30) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from days after the submission by Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned statement required to it or terminate this Lease (if the be submitted in connection with such proposed transaction is an assignment or subletting, a sublease of all or substantially all of the Demised Premises or a sublease of a notice electing to eliminate such portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all (said portion is referred to as the "Eliminated Space") from the Demised Premises during the period (referred to as the "Elimination Period") commencing on the date (referred to as the "Elimination Date") immediately prior to the proposed commencement date of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease term of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement subletting, as set forth in such statement, and ending on the proposed expiration date specified in of the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on term of the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or subleasesubletting, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicablestatement, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except event such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that notice is given (i) the parties to such sublease expressly negate any intention that any estate created under such sublease Eliminated Space shall be merged with any other estate held by either of said parties, eliminated from the Demised Premises during the Elimination Period; (ii) any assignment Tenant shall surrender the Eliminated Space to Landlord on or subletting by Landlord or its designee (prior to the Elimination Date in the same manner as if said Date were the subtenant) may be date originally fixed in this Lease for any purpose or purposes that Landlord shall deem appropriate, the end of the Term of this Lease; (iii) if the Eliminated Space shall constitute less than an entire floor, Landlord, at Tenant’s Landlord's expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately shall have the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee right to make such repairs thereto as may be necessary to preserve such space any alterations and installations in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.Demised 7/12/95 16 21

Recapture. (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: Transfer (i) by itself or taken together with then existing or pending Transfers covers or totals, as the name and address case may be, more than twenty-five percent (25%) of the proposed assignee rentable square feet of the Premises, or subtenant; (ii) the terms and conditions is for a term which by itself or taken together with then existing or pending Transfers is greater than fifty percent (50%) of the proposed assignment or subletting; (iii) period then remaining in the nature and character Term of this Lease as of the business time of the proposed assignee or subtenant and its proposed use of Proposed Effective Date, then Landlord shall have the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant right, to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by giving written notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on recapture the proposed assignment or sublease commencement date specified Subject Space described in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or subleaseNotice. If such recapture notice is given, then Tenant it shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) serve to terminate this Lease with respect to the space covered by a proposed subleaseSubject Space, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of or, if the proposed sublease, (ii) from and after such date Subject Space covers all the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant it shall pay serve to Landlord, upon demand, terminate the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions entire Term of this Lease, except such in either case, as are irrelevant or inapplicable and except as otherwise expressly set forth to of the contrary in this Section 13.03; (iii) shall permit the sublesseeProposed Effective Date; provided, without however, if Tenant elects a recapture, Tenant may withdraw Tenant’s consentNotice within ten (10) days after such election and there shall be no recapture and the Lease shall continue in full force and effect with Tenant as the tenant hereunder. However, freely no termination of this Lease with respect to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removedthe Premises shall become effective without the prior written consent, in whole or in partwhere necessary, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term holder of such sublease, Tenant shall accept each deed of trust encumbering the space covered by such sublease in its then existing condition, subject Premises. If this Lease is terminated pursuant to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice foregoing provisions with respect to such spaceless than the entire Premises, without complying once again with all the Rent shall be adjusted on the basis of the provisions proportion of this Section 13.03 rentable square feet retained by Tenant to the rentable square feet originally demised and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord as so amended shall continue thereafter in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 full force and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordeffect.

Recapture. In the event: (a) If Tenant shall desire proposes to assign this Lease, Lease or sublease the Premises or any portion thereof for eighty percent (80%) or more of the balance of the Term; or (b) Tenant proposes to sublet sublease twenty percent (20%) or more of the Demised rentable area of the Premises, it shallthen Tenant shall notify Landlord thereof in writing, no later not less than ninety (90) days prior to the earliest date that Tenant proposes such assignment or subletting shall be effective, describing the Proposed Sublet Space, the term of any proposed sublease and the Proposed Sublease Commencement Date (hereinafter referred to as the "Intention Notice"). Landlord shall have the right in its sole and absolute discretion to terminate this Lease in the event of an assignment or, with respect to the Proposed Sublet Space, a sublease, as applicable, by sending Tenant written notice of such termination within thirty (30) days prior to the proposed effective date after Landlord's receipt of the assignment or subletan Intention Notice from Tenant; provided, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”)however, which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease that with respect to a recapture that is triggered by a proposed sublease, Landlord shall recapture the space covered by Proposed Sublet Space for only the term of the proposed sublease (except that if the proposed transaction is a sublease of part term of the Demised Premisesproposed sublease is for eighty percent (80%) or more of the balance of the Term, then Landlord may recapture the Proposed Sublease Space for the entirety of the balance of the Term). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If the Proposed Sublet Space does not constitute the entire Premises and Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed subleaseProposed Sublet Space, then (i) this Lease Tenant shall terminate with respect tender the Proposed Sublet Space to such part of the Demised Premises Landlord on the effective date of Proposed Sublease Commencement Date specified in Tenant's Intention Notice and such space shall thereafter be deleted from the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iiiii) as to that portion of the Premises which is not part of the Proposed Sublet Space, this Lease shall remain in full force and effect except that Base Rent and additional rent shall be reduced pro rata. The cost of any construction required to permit the operation of the Proposed Sublet Space separate from the balance of the Premises shall be paid by Tenant to Landlord as additional rent hereunder. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then Tenant shall pay tender the Proposed Sublet Space to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Noticeterminate, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionProposed Sublease Commencement Date. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant shall desire proposes to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and Transfer its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then interest in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Leased Premises, Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior upon written notice to Tenant within 30 days after Landlord's receipt of the information specified in Article 18.4 above, elect to recapture all or upon any portion of the expiration or other termination Leased Premises, and within 60 days after notice of such subleaseelection has been given to Tenant, this Lease shall terminate as to the portion of the Leased Premises recaptured. If all or a portion of the Leased Premises is recaptured by Landlord pursuant to this Article 18.5, Tenant shall promptly execute and deliver to Landlord a termination agreement setting forth the termination date with respect to the Leased Premises or the recaptured portion thereof, and prorating the Basic Rent, Additional Rent and other charges payable hereunder to such date. If Landlord does not elect to recapture as set forth above, Tenant may thereafter enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents thereto pursuant to this Article 18.5, and provided further, that (a) such assignment or sublease is executed within 90 days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, (c) there is not in existence an Event of Default as of the effective date of the Transfer, (d) there have been no material changes with respect to the financial condition of the proposed subtenant or assignee or subtenant, at its expense, shall repair any damage caused by the business such removal; and (v) shall provide that (i) party intends to conduct in the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demiseLeased Premises, and (ive) at a fully executed original of such assignment or sublease providing for an express assumption by the expiration assignee or subtenant of all of the term terms, covenants and conditions of such subleasethis Lease is promptly delivered to Landlord. In the event that Landlord does not elect to recapture as provided herein, Tenant shall accept remit to Landlord 50% of Tenant's profit derived from such Transfer. For purposes of the space covered foregoing, profit shall be deemed to include, without limitation, the amount of all rent payable by such sublease assignee, transferee or sublessee in its then existing condition, subject to the obligations excess of the sublessee to make Basic Rent and Additional Rent payable by Tenant under this Lease less Tenant's reasonable marketing costs and commissions paid in connection with such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of transfer, if any. If a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all part of the provisions of this Section 13.03 and re-offering consideration for such space Transfer shall be payable other than in cash, the payment to Landlord at such lower rental. In shall be in cash for its share of any non-cash consideration based upon the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlordfair market value thereof.

Recapture. (a) If Tenant shall desire to assign this LeaseLandlord may, or to sublet the Demised Premises, it shall, no later than within thirty (30) days prior after receipt of Tenant's Request Notice with respect to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such for any period of time (only) space from on a floor of a Building for which Tenant (if the proposed transaction or a Permitted Transferee) is a sublease of not leasing all or part of the Demised rentable square footage on such floor (but expressly excluding any first floor computer lab space in the Building 2 Premises, for which Landlord's recapture right shall not apply), and/or (ii) have any request to assign or sublease all or any other Premises for the remainder of the Term ((i) and/or (ii), as applicable, a "Recapturable Sublease"), at the time of such request, recapture and cancel this Lease assigned as to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all proposed to be sublet or substantially all assigned as of the Demised Premises)date the proposed Transfer is to be effective. Additionally, notwithstanding anything to the contrary in this Section 10, if at any time during the Lease Term Tenant desires in good faith to sublet any of the Premises when Tenant delivers Tenant's Request Notice, such notice will specify that it is sent for the additional purpose of determining whether Landlord will exercise its recapture rights, and not have to contain the identity of the proposed assignee, subtenant or (iiiother party, the proposed documentation, the certification stating whether or not any premium or other consideration is being paid, and a description of its business or the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party notwithstanding the terms of Section 1 O(c) terminate above. Landlord shall have the right in its sole and absolute discretion to recapture and cancel this Lease with respect to the proposed Transfer space covered by the proposed sublease (if the proposed transaction that is a sublease Recapturable Sublease by sending Tenant written notice of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant such termination within sixty thirty (6030) days after a Landlord's receipt of Tenant’s Offer 's Request Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) . If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall does not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate cancel this Lease with respect to the proposed Transfer space covered by that is a proposed sublease, then Recapturable Sublease (i) or if Landlord fails to send a notice to Tenant electing to recapture and cancel this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space), without complying once again with all of then, at any time prior to the provisions of this Section 13.03 and re-offering such space to date that is one hundred eighty (180) days after the date Landlord at such lower rental. In the case of a proposed assignmentreceives Tenant's Request Notice, Tenant shall not assign this Lease may sublease the proposed Transfer space described in Tenant's Request Notice to a third party where sublease without Landlord's right to recapture, but still subject to the terms of this Article 10. After the expiration of such one hundred eighty (180) day period, Landlord's right to recapture in accordance with the terms of this Lease will once again be applicable, subject to Tenant's right to then again deliver Tenant's Request Notice seeking a determination of whether Landlord will exercise its recapture rights. The cost of any construction required to permit the operation of the proposed Transfer space separate from the balance of the Building 1 Premises or Building 2 Premises, as applicable, shall be paid by Tenant pays greater consideration to Landlord as Additional Rent under this Lease, unless the separation of such space results solely from Landlord's exercise of its recapture rights (in which case Landlord shall pay such cost of construction required to permit the operation of the proposed Transfer space separate from the balance of the Building 1 Premises or grants a greater concession Building 2 Premis~s, as applicable). If Landlord recaptures and cancels this Lease as to such third party any portion of the Premises, then this Lease shall cease for such assignment then portion of the consideration offered to be paid or concession offered to be granted Premises and Tenant shall pay to Landlord in Tenant’s Offer Notice without complying once again with all Rent accrued through the cancellation date relating to the portion of the provisions Premises covered by the proposed Transfer, and as to that portion of this Section 13.03 and re-offering to assign the Premises which is not part of the proposed Transfer space, this Lease shall remain in full force and effect. Thereafter, Landlord may lease such portion of the Premises to Landlord and pay such consideration the prospective transferee (or grant such concession to Landlordany other person) without liability to Tenant.

Recapture. (A) Notwithstanding the provisions of Section 5.6.1 above, in the event Tenant desires (i) to assign this Lease or (ii) to enter into a Triggering Sublease, as hereinafter defined (in either case other than a proposed assignment or subletting pursuant to Section 5.6.4. below), then Tenant shall give Landlord a written notice (the “Recapture Notice”). As used herein, a “Triggering Sublease” shall mean a sublease that (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request is for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion remainder of the Demised Premises whichTerm hereof (excluding any unexercised option periods), and (b) when aggregated combined with any other subleases of the Premises then in effect, covers all exceeds seventy five percent (75%) or substantially all more of the Demised Premises). The Recapture Notice shall specify that Tenant desires to enter into a Triggering Sublease, or (iii) terminate to assign its interest in this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer NoticeLease, together with all information required other than pursuant to Section 13.03(a5.6.4. below. The Recapture Notice shall state the affected portion of the Premises (“Recapture Premises”), has been given by Tenant to Landlord. and shall constitute an offer (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b“Recapture Offer”) to terminate this Lease with respect to the space covered by Recapture Premises. (B) Landlord shall have fifteen (15) days (the “Acceptance Period”) to deliver written notice to Tenant (“Acceptance Notice”) accepting Tenant’s Recapture Notice. If Landlord does not timely deliver an Acceptance Notice, it shall be deemed to have declined Tenant’s Recapture Offer. (C) Landlord’s Acceptance Notice shall specify a proposed subleasetermination date (“Recapture Termination Date”), then which date shall not be earlier than sixty (i60) this Lease shall terminate days nor later than one hundred and twenty (120) days after the date of Landlord’s Acceptance Notice. Upon the Recapture Termination Date, all obligations with respect to such part the Recapture Premises relating to the period after the Recapture Termination Date (but not those relating to the period before the Recapture Termination Date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the all Annual Fixed Rent and Additional Rent due from Tenant through the Recapture Termination Date, and Tenant shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears have no liability for any obligation with respect to the total rentable area of Recapture Premises accruing after the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demiseRecapture Termination Date. (fD) If Landlord exercises its option under Notwithstanding the provisions of Section 13.03(b) to sublet the space Tenant desires to sublet5.6.1 above, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be but subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 5.6.3 and re-offering such space the provisions of Sections 5.6.5 and 5.6.6 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 5.6.2, or shall have failed to give any or timely notice under Section 5.6.2, then for a period of one hundred twenty (120) days (i) after the receipt of Landlord’s notice stating that Landlord at such lower rental. In does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 5.6.2 as the case of a proposed assignmentmay be, Tenant shall not have the right to assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then sublet the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all whole (but not part) of the Recapture Premises in accordance with the remaining provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord5.6.

Recapture. (a) If Notwithstanding anything herein to the contrary, if at any time or from time to time during the term of this Lease or any extension period hereof, Tenant shall desire desires to sublet or assign this Lease, or Lease with respect to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), Tenant shall notify Landlord in writing (iihereinafter referred to in this Section as the “Notice”) have of the terms of the proposed subletting or assignment and the area proposed to be sublet or covered by the assignment and deliver to Landlord an executed copy of the proposed sublease or assignment thereby giving Landlord the option to either (i) sublet from Tenant such space (hereinafter referred to as “Sublet Space”) at the same Rent as Tenant is then required to pay to Landlord under this Lease assigned to it or terminate this Lease (if for the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises)same space, or (iiiii) terminate this Lease with respect to the space covered by Sublet Space in which case Tenant shall be released from any further liability hereunder. If the proposed sublease (if Sublet Space does not constitute the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If entire Premises and Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) election to terminate this Lease with respect to the space covered Sublet Space, then, as to that portion of the Premises which is not part of the Sublet Space, this Lease and the Rent due from Tenant shall be reduced by a proposed subleasefraction, the numerator of which shall be the rentable square feet of the Sublet Space and the denominator of which shall be the rentable square feet of the Premises such fraction to be then (i) multiplied by the Rent then due to determine the amount of the reduction. The election to either sublet or to terminate this Lease shall terminate with respect to such part be exercisable by Landlord in writing within a period of forty-five (45) days after receipt of the Demised Premises on Notice and the effective date executed copy of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionassignment. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant shall desire to assign this LeaseLandlord may, or to sublet the Demised Premises, it shall, no later than within thirty (30) days prior after receipt of Tenant's Request Notice with respect to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such for any period of time (only) space from on a floor of a Building for which Tenant (if the proposed transaction or a Permitted Transferee) is a sublease of not leasing all or part of the Demised rentable square footage on such floor (but expressly excluding any first floor computer lab space in the Building 2 Premises, for which Landlord's recapture right shall not apply), and/or (ii) have any request to assign or sublease all or any other Premises for the remainder of the Term ((i) and/or (ii), as applicable, a "Recapturable Sublease"), at the time of such request, recapture and cancel this Lease assigned as to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all proposed to be sublet or substantially all assigned as of the Demised Premises)date the proposed Transfer is to be effective. Additionally, notwithstanding anything to the contrary in this Section 10, if at any time during the Lease Term Tenant desires in good faith to sublet any of the Premises when Tenant delivers Tenant's Request Notice, such notice will specify that it is sent for the additional purpose of determining whether Landlord will exercise its recapture rights, and not have to contain the identity of the proposed assignee, subtenant or (iiiother party, the proposed documentation, the certification stating whether or not any premium or other consideration is being paid, and a description of its business or the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party notwithstanding the terms of Section 1 O(c) terminate above. Landlord shall have the right in its sole and absolute discretion to recapture and cancel this Lease with respect to the proposed Transfer space covered by the proposed sublease (if the proposed transaction that is a sublease Recapturable Sublease by sending Tenant written notice of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant such termination within sixty thirty (6030) days after a Landlord's receipt of Tenant’s Offer 's Request Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) . If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall does not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate cancel this Lease with respect to the proposed Transfer space covered by that is a proposed sublease, then Recapturable Sublease (i) or if Landlord fails to send a notice to Tenant electing to recapture and cancel this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space), without complying once again with all of then, at any time prior to the provisions of this Section 13.03 and re-offering such space to date that is one hundred eighty (180) days after the date Landlord at such lower rental. In the case of a proposed assignmentreceives Tenant's Request Notice, Tenant shall not assign this Lease may sublease the proposed Transfer space described in Tenant's Request Notice to a third party where sublease without Landlord's right to recapture, but still subject to the terms of this Article 10. After the expiration of such one hundred eighty (180) day period, Landlord's right to recapture in accordance with the terms of this Lease will once again be applicable, subject to Tenant's right to then again deliver Tenant's Request Notice seeking a determination of whether Landlord will exercise its recapture rights. The cost of any construction required to permit the operation of the proposed Transfer space separate from the balance of the Building 1 Premises or Building 2 Premises, as applicable, shall be paid by Tenant pays greater consideration to Landlord as Additional Rent under this Lease, unless the separation of such space results solely from Landlord's exercise of its recapture rights (in which case Landlord shall pay such cost of construction required to permit the operation of the proposed Transfer space separate from the balance of the Building 1 Premises or grants a greater concession Building 2 Premis~s, as applicable). If Landlord recaptures and cancels this Lease as to such third party any portion of the Premises, then this Lease shall cease for such assignment then portion of the consideration offered to be paid or concession offered to be granted Premises and Tenant shall pay to Landlord in Tenant’s Offer Notice without complying once again with all Rent accrued through the cancellation date relating to the portion of the provisions Premises covered by the proposed Transfer, and as to that portion of this Section 13.03 and re-offering to assign the Premises which is not part of the proposed Transfer space, this Lease shall remain in full force and 16 effect. Thereafter, Landlord may lease such portion of the Premises to Landlord and pay such consideration the prospective transferee (or grant such concession to Landlordany other person) without liability to Tenant.

Recapture. (a) If Tenant shall desire desires to assign this Lease, Lease (other than to an affiliate) or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by Premises (other than to an affiliate), Tenant shall give Landlord written notice of such sublease and intent ("Tenant's Notice") prior to make any and all alterations and improvements in Tenant entering into such assignment or sublease, which Tenant's Notice shall identify the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at to be subleased and the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration proposed commencement date of the term of such sublease, Tenant or the proposed effective date of such assignment, as the case may be. Landlord shall accept thereupon have the space option to exclude from the Premises covered by such sublease in its then existing condition, subject to the obligations this Lease (i) all of the sublessee to make such repairs thereto as may be necessary to preserve such space Premises, if Tenant's Notice specifies a proposed assignment, or (ii) the portion of the Premises described in good order and condition. (g) In the case of Tenant's Notice, if Tenant's Notice specifies a proposed sublease, Tenant which exclusion shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than be effective as of the rental (on a per rentable square foot basis) proposed effective date of assignment or the proposed commencement date of sublease, as the case may be, as specified in Tenant’s Offer 's Notice. Landlord may exercise said option by giving Tenant written notice within 20 days after receipt by Landlord of Tenant's Notice of the proposed assignment or sublease. If Landlord exercises said option, Tenant shall surrender possession of the space to be excluded from this Lease on the effective date of exclusion of said space from this Lease, and neither party hereto shall have any further rights or liabilities with respect to such space, without complying once again with all said space under this Lease except as otherwise specified in this Lease. Effective as of the provisions date of this Section 13.03 and re-offering such space to Landlord at such lower rental. In exclusion of any portion of the case of a proposed assignment, Tenant shall not assign Premises covered by this Lease pursuant-to a third party where Tenant pays greater consideration or grants a greater concession this paragraph: (i) the Monthly Base Rent specified in l.0lH shall be reduced in the same proportion as the number of square feet as determined by Landlord of the portion of the Premises so excluded bears to the number of square feet as determined by Landlord of the Premises immediately prior to such third party for such assignment then exclusion; (ii) the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all square feet of the provisions Premises specified in 1.01 I shall be decreased by the number of this Section 13.03 and re-offering to assign this Lease to square feet as determined by Landlord and pay such consideration or grant such concession to Landlord.of the portion of the Premises so excluded; (iii)

Recapture. Excluding any assignment or sublease contemplated in Section 10.1(d), in the event Tenant intends to (ai) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions sublet all of the proposed assignment Suite 100, or subletting; (iii) the nature and character all of the business of the proposed assignee Suite 200, or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises Expansion Premises, in each case for a term of 3 years or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises)more, or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part sublet any portion of the Demised Premises). Said Premises for the remaining Term, Landlord shall have the option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to, and exclude from the Premises covered by this Lease (the “Recapture Right”), the space proposed to be assigned or sublet effective as of the proposed commencement date of such sublease or assignment. If Landlord is entitled to and properly exercises its Recapture Right, Tenant shall surrender possession of the space proposed to be subleased or subject to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect assignment to such part of the Demised Premises Landlord on the effective date of recapture of such space from the proposed subleasePremises, and the Monthly Base Rent, Rentable Area of the Premises, Tenant’s Share, Additional Tenant Improvement Allowance Monthly Payments, and other applicable terms of this Lease shall be adjusted accordingly as of such effective date; and, in addition, Tenant shall pay to Landlord on such effective date that percentage of the outstanding balance of the Deferred Rent Loan, if any, that is outstanding as of such effective date equal to the percentage of the area of the Premises that is then being recaptured by Landlord. Notwithstanding anything to the contrary in Section 10.1(a), Tenant may provide notice to Landlord of Tenant’s intent to assign or sublease as contemplated in clauses (i), (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) of this Section 10.2 above and the contemplated effective date of such assignment or sublease (“Tenant’s Advance Recapture Notice”), and within fifteen (15) business days after receipt of Tenant’s Advance Recapture Notice from Tenant, (i) Landlord will indicate in writing to Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If whether or not Landlord exercises its option under Section 13.03(b) Recapture Right with respect to sublet the space Tenant desires to sublet, such sublease to Landlord contemplated assignment or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicablesublease, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) in the event that Landlord does not elect to exercise its Recapture Right, Landlord may disclose the identity of any bona fide prospective tenant with whom Landlord is then in active negotiations for the lease of space in the Project comparable to the space contemplated to be assigned or sublet by Tenant (a “Landlord Current Prospect”). If Landlord elects to exercise its Recapture Right, Landlord’s election shall be upon the same terms deemed final and conditions as those contained in the applicable binding on Tenant unless Tenant, within five (5) business days after Landlord’s notice, rescinds Tenant’s Offer Advance Recapture Notice and otherwise on the terms and conditions to Landlord of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consentintent to enter into such contemplated assignment or subletting transaction. If Landlord does not elect to exercise its Recapture Right within fifteen (15) business days after receipt of Tenant’s Advance Recapture Notice, freely Landlord shall be deemed to assign such sublease or any interest therein or have waived its right to sublet all or any part of elect the space covered by such sublease and Recapture Right as to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee transaction for which Tenant, during the six (as the subtenant6) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) month period after Landlord, at Tenant’s expense, may make such alterations as may be required election or deemed necessary by Landlord election not to demise separately the subleased space and to comply exercise its Recapture Right in accordance with any applicable laws and regulations relating to such demisethis Section 10.2, seeks Landlord’s prior consent under Section 10.1, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in TenantLandlord’s Offer Notice rights with respect to any such space, proposed transaction shall be limited to Landlord’s rights under this Article Ten without complying once again with all of giving effect to the provisions terms of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord10.2.

Recapture. (a) If Tenant shall desire Except as provided in Section 25.6(c), by written notice to assign this Lease, or Lessee (the "Termination Notice") within twenty (20) business days following submission to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date Lessor by Lessee of the assignment or subletinformation specified in Section 25.5, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following informationLessor: (i) may terminate this Lease in the name and address event of an assignment of this Lease or sublet of the proposed assignee entire Leased Premises; or subtenant; (ii) if such proposed subletting will result in more than fifty percent (50%) of the entire Leased Premises being sublet (in the aggregate with any previous subleases), terminate this Lease as to all or any portion of the Leased Premises. Any termination pursuant to clause (ii) above shall be subject to the rights of any sublessees under any existing subleases provided Lessor has previously consented to the sublease in accordance with the terms and conditions of this Lease. In the event Lessor elects to terminate this Lease as to that portion of the proposed assignment or subletting; (iii) Leased Premises to be sublet, an amendment to this Lease shall be executed whereby the nature and character description of the business Leased Premises is restated and Lessee's obligations for rent and other charges are reduced in proportion to the reduction in Rentable Area of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably requestLeased Premises caused thereby. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant In the event that Lessor terminates this Lease or terminates this Lease as to Landlord whereby Landlord (or Landlord’s designee) a portion thereof, Lessor may, at Landlord’s optionif it elects, (i) sublease such space from Tenant (if enter into a new lease covering the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Leased Premises or a sublease of portion thereof with the intended Transferee on such terms as Lessor and such Transferee may agree or enter into a new lease covering the Leased Premises with any other party; in such event, Lessee shall not be entitled to any portion of the Demised Premises whichprofit if any which Lessor may realize on account of such termination and reletting. From and after the date of such termination of this Lease, when aggregated with the parties shall have no further obligations to each other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate under this Lease with respect except for matters occurring or obligations arising prior to the space covered by the proposed sublease (if the proposed transaction is a sublease date of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlordsuch termination. (c) If Landlord exercises its option under Notwithstanding the provisions of Section 13.03(b) to terminate this Lease25.6(a), then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on event the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by Transfer is a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date sale of Lessee's entire business by way of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area sale of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to substantially all of the terms and conditions of this Lease except such as are irrelevant Lessee's assets or inapplicableLessee's capital stock, and except as otherwise expressly set forth Lessor approves the Transfer, Lessor, upon reasonable prior notice and supporting documentation, agrees to the contrary waive its recapture rights specified in this Section 13.03; (ii25.6(a) and 25.6(b); however, all other provisions of Section 25 shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of Transfer including the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord25.8.

Recapture. Notwithstanding anything to the contrary contained in this Article, Landlord shall have the option, by giving written notice to Tenant within fifteen (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than thirty (3015) days prior after receipt of Tenant's notice of any proposed Transfer, to recapture the proposed effective date of the assignment or subletSubject Space, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: if (i) the name and address proposed Transfer if an assignment of the proposed assignee Lease or subtenant; a sublease of the entire Premises for the balance of the Term, (ii) the terms and conditions term of the proposed assignment or subletting; Transfer, including all renewal terms, exceeds fifty percent (iii50%) the nature and character of the business balance of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises)Term, or (iii) the Subject Space, either by itself or when added to any other portion of the Premises at the time of Tenant's notice of Transfer than subject to a sublease, exceeds fifty percent (50%) of the rentable square feet of the Premises. Such recapture notice shall cancel and terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part Subject Space as of the Demised Premises). Said option may be exercised by Landlord by date stated in Tenant's notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on as the effective date of the proposed subleaseTransfer (or at Landlord's option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter), unless Tenant elects (and notifies Landlord in writing of such election) (the "OPTION TO VOID A RECAPTURE"), within five (5) business days after Landlord notifies Tenant that it intends to recapture the Subject Space, to void the notice of the Proposed Transfer, whereupon (i) Landlord shall not recapture the Subject Space, (ii) from and after such date the Fixed Rent and Additional Rent proposed Transfer shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premisesnot occur, and (iii) the Lease shall continue in full force with respect to the Subject Space, with Tenant in occupancy thereof. If this Lease shall pay be cancelled with respect to Landlord, upon demandless than the entire Premises, the costs incurred by Landlord in demising separately such part Rent reserved herein shall be prorated on the basis of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per number of rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth feet retained by Tenant in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth proportion to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those number of rentable square feet contained in the applicable Premises and Tenant’s Offer Notice 's Prorata Share of Taxes and otherwise Operating Expenses shall be equitably adjusted based on the terms rentable square feet retained by Tenant, this Lease as so amended shall continue thereafter in full force and conditions effect, and upon request of this Leaseeither party, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) parties shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part execute written confirmation of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionsame. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant desires to enter into any sublease of the Premises, Landlord shall desire have the option to assign exclude from the Premises covered by this Lease, or the space proposed to be sublet the Demised Premisesby Tenant, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address as of the proposed assignee or subtenant; commencement date of sublease of said space by Tenant. Landlord may exercise said option by giving Tenant written notice within twenty (ii20) the terms and conditions days after receipt by Landlord of Tenant's notice of the proposed assignment sublease; provided, however, in the event Landlord exercises its right to exclude any such portion or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises from this Lease, Tenant shall have the right, by written notice delivered to Landlord within five (5) days after receipt by Tenant of Landlord's exercise notice, to rescind Tenant's request to sublease such portion or a all of the Premises, and Tenant's request to sublease of all or a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all and Landlord's exercise of the Demised Premises)option contained in this Section 8.02 shall be deemed null and void. If Landlord exercises said option, or (iii) terminate this Lease with respect to the space covered by Tenant shall surrender possession of the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease space to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of exclusion of said space from the proposed subleasePremises covered by this Lease, (ii) from and after such date the Fixed Rent and Additional Rent neither party hereto shall be adjusted, based upon the proportion that the rentable area have any further rights or liabilities with respect to said space under this Lease. Effective as of the Demised Premises remaining bears to the total rentable area date of exclusion of any portion of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred Premises covered by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable this Lease pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Noticeparagraph, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties Monthly Base Rent shall be reduced in the same proportion as the number of square feet of Rentable Area contained in the portion of the Premises so excluded bears to the number of square feet of Rentable Area contained in the Premises immediately prior to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said partiesexclusion, and (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration Rentable Area of the term Premises specified in 1.01J shall be decreased by the number of such sublease, Tenant shall accept square feet of Rentable Area contained in the space covered by such sublease in its then existing condition, subject to the obligations portion of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionPremises so excluded, for all purposes under this Lease. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than Within thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent receipt of a Transfer Notice, and all information specified in Section 27.2 above, Landlord may, at its option, in its sole and absolute discretion, by Notice to such assignment or subletting Tenant (“Tenants Offer Recapture Notice”), which shall contain the following informationelect to: (ia) in the name and address case of a proposed Sublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant at a rental rate per square foot equal to the lesser of the per square foot rental rate under this Lease or the proposed assignee or subtenantSublease; (iib) in the case of a proposed Assignment, take an assignment of this Lease upon the same terms and conditions as those offered to the proposed assignee; or (c) terminate this Lease in its entirety or as to the portion of the Premises subject to the proposed Transfer. Tenant shall have the right, by Notice to Landlord no later than five (5) business days following Landlord’s delivery of a Recapture Notice, to withdraw the subject Transfer Notice, in which event such Recapture Notice shall have no force or effect. Tenant’s failure to deliver such Notice to withdraw the subject Transfer Notice within such five (5) business day period shall be deemed a waiver of its right to withdraw such Transfer Notice and the parties shall proceed pursuant to the Recapture Notice. If Landlord elects to proceed pursuant to clause (a) or (b) above (and Tenant does not timely withdraw the subject Transfer Notice), any payment by Landlord to Tenant pursuant to such clause shall not exceed the amount which Tenant would have received pursuant to Section 27.5.2 below if Landlord had elected to consent to the proposed Sublease or Assignment. If this Lease shall be terminated with respect to the entire Premises, the Term shall end on the Transfer Date as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures only a portion of the Premises, the Rent during the unexpired Term and Tenant’s Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture. Tenant shall, at ▇▇▇▇▇▇’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting; , whether or not the Premises (iiior portion thereof) the nature are recaptured pursuant to this Section 27.3 and character of the business of rented by Landlord to the proposed assignee tenant or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenanttenant. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇’s Offer Notice rights set forth in this Section 27.3 shall be deemed an offer from Tenant not apply to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease Sublease of a portion of the Demised Premises which, when aggregated with other subleases then to a party who is acquiring a business segment located in effect, covers all or substantially all such subleased portion of the Demised Premises), Premises from Tenant or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease an affiliate of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant shall desire proposes to assign its interest in this Lease, Lease or to sublet all or any part of the Demised Leased Premises, it shallLandlord may, no later than at its option, upon written notice to Tenant within thirty (30) days prior to the proposed effective date after Landlord's receipt of the assignment or subletinformation specified in Article 19.3 above, submit elect to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of recapture all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a any portion of the Demised Premises whichLeased Premises, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant and within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), notice of such election has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this LeaseTenant, then this Lease shall terminate on as to the proposed assignment portion of the Leased Premises recaptured. If all or sublease commencement date specified in a portion of the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned Leased Premises is recaptured by Landlord pursuant to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee)Article 19.4, then Tenant shall assign this Lease promptly execute and deliver to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on a termination agreement setting forth the proposed assignment or sublease commencement termination date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by Leased Premises or the recaptured portion thereof, and prorating the Annual Basic Rent, Additional Rent and other charges payable hereunder to such date. If Landlord does not elect to recapture as set forth above, Tenant may thereafter enter into a proposed sublease, then (i) this Lease shall terminate valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents thereto pursuant to this Article 19, and provided further, that (a) such part assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, (c) there is not in existence an Event of the Demised Premises on Default as of the effective date of the proposed assignment or sublease, (iid) from and after such date there have been no material changes with respect to the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area financial condition of the Demised Premises remaining bears proposed subtenant or assignee or the business such party intends to conduct in the total rentable area of the Demised Leased Premises, and (iiie) Tenant shall pay to Landlord, upon demand, a fully executed original of such assignment or sublease providing for an express assumption by the costs incurred by Landlord in demising separately such part assignee or subtenant of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms terms, covenants and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession promptly delivered to Landlord.

Recapture. (a) If Notwithstanding anything herein to the contrary, if at any time or from time to time during the term of this Lease or any extension period hereof, Tenant shall desire desires to sublet or assign this Lease, or Lease with respect to sublet the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), Tenant shall notify Landlord in writing (iihereinafter referred to in this Section as the "Notice") have of the terms of the proposed subletting or assignment and the area proposed to be sublet or covered by the assignment and deliver to Landlord an executed copy of the proposed sublease or assignment thereby giving Landlord the option to either (i) sublet from Tenant such space (hereinafter referred to as "Sublet Space") at the same Rent as Tenant is then required to pay to Landlord under this Lease assigned to it or terminate this Lease (if for the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises)same space, or (iiiii) terminate this Lease with respect to the space covered by Sublet Space in which case Tenant shall be released from any further liability hereunder. If the proposed sublease (if Sublet Space does not constitute the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If entire Premises and Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) election to terminate this Lease with respect to the space covered Sublet Space, then, as to that portion of the Premises which is not part of the Sublet Space, this Lease and the Rent due from Tenant shall be reduced by a proposed subleasefraction, the numerator of which shall be the rentable square feet of the Sublet Space and the denominator of which shall be the rentable square feet of the Premises such fraction to be then (i) multiplied by the Rent then due to determine the amount of the reduction. The election to either sublet or to terminate this Lease shall terminate with respect to such part be exercisable by Landlord in writing within a period of twenty (20) days after receipt of the Demised Premises on Notice and the effective date executed copy of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionassignment. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant shall desire proposes to assign its interest in this LeaseLease or --------- sublet (for the remainder of the term) all or any part of the Leased Premises for which Landlord's consent is required, or Landlord may, at its option, upon written notice to sublet the Demised Premises, it shall, no later than Tenant within thirty (30) days prior to the proposed effective date after Landlord's receipt of the assignment information specified in Article 19.3 above, elect to recapture the portion of ------------ the Leased Premises to be assigned or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), notice of such election has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this LeaseTenant, then this Lease shall terminate on as to the proposed assignment portion of the Leased Premises recaptured unless Tenant within such sixty (60) day period delivers notice to Landlord rescinding its proposal to assign or sublease commencement date specified in sublet. If all or a portion of the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned Leased Premises is recaptured by Landlord pursuant to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee)Article 19.4, then Tenant shall assign this Lease promptly execute and deliver to ------------ Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on a termination agreement setting forth the proposed assignment or sublease commencement termination date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by Leased Premises or the recaptured portion thereof, and prorating the Annual Basic Rent, Additional Rent and other charges payable hereunder to such date. If Landlord does not elect to recapture as set forth above, Tenant may thereafter enter into a proposed sublease, then (i) this Lease shall terminate valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents thereto pursuant to this Article 19, ---------- and provided further, that (a) such part assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, (c) there is not in existence an Event of the Demised Premises on Default as of the effective date of the proposed assignment or sublease, (iid) from and after such date there have been no material changes with respect to the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area financial condition of the Demised Premises remaining bears proposed subtenant or assignee or the business such party intends to conduct in the total rentable area of the Demised Leased Premises, and (iiie) Tenant shall pay to Landlord, upon demand, a fully executed original of such assignment or sublease providing for an express assumption by the costs incurred by Landlord in demising separately such part assignee or subtenant of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms terms, covenants and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession promptly delivered to Landlord.

Recapture. (a) If In the event that Tenant seeks to make any Transfer other than a Permitted Transfer, Landlord shall desire have the right to assign terminate this LeaseLease or, or to sublet in the Demised Premises, it shall, no later than thirty (30) days prior to the proposed effective date case of the assignment or sublet, submit to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of less than all or of the Premises, terminate this Lease as to that part of the Demised Premises)Premises proposed to be so sublet, so that Landlord is thereafter free to lease the Premises (iior, in the case of a partial sublease, the portion proposed to be so sublet) have this Lease assigned to whomever it or pleases, including, without limitation, the party to which Tenant was going to enter into the Transfer, on whatever terms are acceptable to Landlord. If Landlord elects simply to terminate this Lease (if or, in the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease case of a partial sublease, terminate this Lease as to the portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premisesto be so sublet), this Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (iii15) terminate days after Landlord has notified Tenant in writing of such election. Upon such termination, Tenant shall be released from any further obligation under this Lease if it is terminated in its entirety, or shall be released from any further obligation under the Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may to be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified sublet in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed partial sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignmentpartial termination of the Lease, the Base Monthly Rent and Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant shall not assign this execute a cancellation and release with respect to the Lease to effect such termination. Landlord’s right to recapture under this paragraph will not be applicable to any Permitted Transfer or a third party where Tenant pays greater consideration sublease that individually or grants a greater concession to such third party in the aggregate of all subleases is for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all less than fifty (50%) of the provisions gross leasable area in the Premises and individually has a sublease term expiring more than six months prior the expiration of this Section 13.03 and re-offering to assign this the Lease to Landlord and pay such consideration or grant such concession to LandlordTerm.

Recapture. (a) If Tenant In addition to, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall desire have the option, in its sole discretion, in the event of any proposed subletting or assignment, to assign terminate this Lease, or to sublet in the Demised case of a proposed subletting of less than the entire Premises, it shallto recapture the portion of the Premises to be sublet, no later than thirty (30) as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within 60 days prior following Landlord’s receipt of Tenant’s written notice and accompanying information as required above. If this Lease shall be terminated with respect to the proposed entire Premises pursuant to this Section, the Term shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment or sublet, submit to Landlord a written request as if that date had been originally fixed in this Lease for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address expiration of the proposed assignee or subtenant; (ii) the terms and conditions Term. If Landlord recaptures under this Section only a portion of the Premises, the rent during the unexpired Term shall ▇▇▇▇▇ proportionately. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission which may be due and owing as a result of any proposed assignment or subletting; (iii) , whether or not the nature Premises are recaptured pursuant hereto and character rented by Landlord to the proposed tenant or any other tenant. In the event of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease recapture of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect by Landlord pursuant to the space covered by the proposed sublease (if the proposed transaction is a sublease terms of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Noticethis Paragraph, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on all costs associated with the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part separation of the Demised Premises on recaptured premises from the effective date of the proposed subleaseportion not recaptured, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjustedincluding, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demandbut without limitation, the costs incurred by Landlord cost of all demising partitions, changes in demising separately such part of the Demised Premises lighting and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any HVAC Systems and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionreasonable architectural and/or engineering fees. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Notwithstanding anything to the contrary in this Article, Landlord shall have the option, by giving notice to Tenant shall desire to assign this Lease, or to sublet the Demised Premises, it shall, no later than within thirty (30) days prior to the after receipt of Tenant's notice of any proposed effective date of the assignment Transfer (and any additional information required or sublet, submit to requested by Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following informationin connection therewith) to: (ia) in the name and address case of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) mayTransfer, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect as to the space covered by the proposed sublease (if the proposed transaction is a sublease Subject Space as of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed Transfer, in which event Tenant shall be relieved of all further obligations hereunder as to the Subject Space as ot such date; or (b) in the case of a sublease, (ii) to sublease the Subject Space from Tenant upon the terms and after such date conditions set forth in Tenant's notice, except that the Fixed rent shall be the lower of the per square foot monthly Base Rent and Additional additional Rent shall be adjusteddescribed in Articles 3 and 4 payable under this Lease for the Subject Space, based upon the proportion or that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises rent and other consideration set forth in complying with any Tenant's notice which is applicable laws and regulations relating to such demise. (f) the Space. If Landlord exercises its option under Section 13.03(b) to sublet the space Subject Space, Tenant desires to sublet, such sublease shall sublet the Subject Space to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of upon the terms and conditions contained in Tenant's notice; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Subject Space without obtaining Tenant's consent or sharing any of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; economic consideration received by Landlord; (ii) the provisions of Article 6 shall not be applicable thereto; (iii) Landlord and its subtenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Subject Space; (iv) Tenant shall have no right of set-off or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord's liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord's interest under this Lease. No failure of Landlord to exercise either option with respect to the Subject Lease shall be upon deemed to be Landlord's consent to the same terms and conditions as those Transfer. If this Lease shall be terminated with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of square feet of rentable area retained by Tenant in proportion to the number of rentable square feet contained in the applicable Tenant’s Offer Notice Premises, this Lease as so amended shall continue thereafter in full force and otherwise on effect, and upon request of either party, the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) parties shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part execute written confirmation of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and conditionsame. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. In the event that Tenant requests in writing Landlord’s approval to make any Transfer, Landlord shall have the right to terminate this Lease or, in the case of a sublease of less than all the Premises to terminate the Lease as to the portion proposed to be sublet, by written notice to Tenant, so that Landlord is thereafter free to lease the Premises (aor, in the case of a partial sublease, the portion proposed to be so sublet) If Tenant shall desire to assign whomever it pleases on whatever terms are acceptable to Landlord; provided, however, that if Landlord so elects to terminate this Lease, or to sublet the Demised Premises, it shall, no later than thirty then Tenant within one (301) days prior to the proposed effective date business day after its receipt of the assignment or sublet, submit to Landlord a written request for Landlord’s consent election may rescind its Transfer request by written notice to such assignment or subletting (“Tenants Offer Notice”)Landlord, which shall contain whereupon the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice Transfer request shall be deemed an offer rescinded, Tenant shall not effectuate such Transfer and the Lease shall remain in full force and effect. Tenant’s notice to rescind must be given by personal delivery or by FedEx or other reputable overnight delivery service for delivery as soon as possible on the next business day, with in any case all delivery charges prepaid, notwithstanding any other form of notice that may be permitted under this Lease. For example, if Tenant receives on a Friday a notice to recapture from Landlord, Tenant must either personally deliver the rescission notice to Landlord whereby on the following Tuesday by 5:00 p.m. San Francisco time or send such notice by FedEx or other delivery service for delivery on Tuesday. In the event Landlord elects to so terminate this Lease, then the Lease shall so terminate in its entirety (or Landlord’s designeeas to the space to be so sublet) mayfifteen (15) days after the Transfer was scheduled to become effective. Upon such termination, at Landlord’s option, (i) sublease such space Tenant shall be released from Tenant (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) have any further obligation under this Lease assigned to if it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then terminated in effect, covers all or substantially all of the Demised Premises)its entirety, or (iii) terminate this shall be released from any further obligation under the Lease with respect to the space covered by proposed to be sublet in the case of a proposed sublease (if partial sublease. In the proposed transaction is case of a sublease partial termination of the Lease, the Base Monthly Rent and Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Demised Premises which remains subject to the Lease bears to the original area of the Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this execute a cancellation and release with respect to the Lease to effect such termination. Notwithstanding the foregoing, Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory shall only have the right to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) recapture any portion Premises in connection with any sublease that individually or in the aggregate of all subleases is for more than 50% of the square footage of the Premises. While such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant subleases shall pay such consideration and/or grant any such concessions not be subject to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease right to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed subleaserecapture, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) they shall be subject to all of the terms and conditions other provisions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions Article 14 of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

Recapture. (a) If Tenant shall desire proposes to assign its interest in this Lease, --------- Lease or to sublet all or any part of the Demised Leased Premises, it shallLandlord may, no later than at its option, upon written notice to Tenant within thirty (30) days prior to the proposed effective date after Landlord's receipt of the assignment or subletinformation specified in Article 19.3 above, submit elect to Landlord a written request for Landlord’s consent to such assignment or subletting (“Tenants Offer Notice”), which shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably request. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of recapture ------------ all or part of the Demised Premises), (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises or a sublease of a any portion of the Demised Premises whichLeased Premises, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant and within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), notice of such election has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this LeaseTenant, then this Lease shall terminate on as to the proposed assignment portion of the Leased Premises recaptured. If all or sublease commencement date specified in a portion of the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned Leased Premises is recaptured by Landlord pursuant to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Article 19.4 Tenant shall assign this Lease promptly ------------ execute and deliver to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on a termination agreement setting forth the proposed assignment or sublease commencement termination date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed subleaseLeased Premises or the recaptured portion of the Leased Premises, then (i) and prorating the Annual Basic Rent, Additional Rent and other charges payable under this Lease shall terminate to such date. If Landlord does not elect to recapture as set forth above, Tenant may then after enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents to such part assignment or sublease pursuant to this Article 19 and ---------- provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent (b) Tenant pays all amounts then owed to Landlord under this Lease, (c) there is not in existence an Event of the Demised Premises on Default as of the effective date of the proposed assignment or sublease, (iid) from and after such date there have been no material changes with respect to the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area financial condition of the Demised Premises remaining bears proposed subtenant or assignee or the business such party intends to conduct in the total rentable area of the Demised Leased Premises, and (iiie) Tenant shall pay to Landlord, upon demand, a fully executed original of such assignment or sublease providing for an express assumption by the costs incurred by Landlord in demising separately such part assignee or subtenant of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms terms, covenants and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any applicable laws and regulations relating to such demise, and (iv) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant shall not sublet any space to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays greater consideration or grants a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession promptly delivered to Landlord.

Recapture. (a) If Notwithstanding Section 21.7(b), in the event Tenant shall desire intends to assign this Lease, Lease or sublet or otherwise enter in to sublet a Transfer of the Demised Leased Premises, it shall, no later than thirty Tenant may obtain a determination by Landlord as to whether Landlord would exercise its termination rights granted under Section 21.7(b) (30a “Recapture Notice Request”). Any Recapture Notice Request delivered by Tenant hereunder shall include the following information: (i) days prior to the proposed effective date of the assignment or subletsubletting or Transfer, submit which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Recapture Notice Request (the “Contemplated Transfer Date”), (ii) a description of the portion of the Leased Premises to be subleased, and (iii) the length of the proposed term of such assignment or subletting or Transfer. Landlord shall have fifteen (15) business days following Landlord’s receipt of a written Recapture Notice Request to advise Tenant, in writing, if Landlord intends or does not intend to exercise its termination rights under Section 21.7(b). If Landlord elects to exercise its termination right set forth in Section 21.7(b), Landlord shall so notify Tenant and such notice shall include the termination date which date shall be the Contemplated Transfer Date set forth in the Recapture Notice Request. Landlord’s failure to respond within such fifteen (15) business day period and following a second notice (which notice shall have a heading in at least 12-point type, bold and all caps “FAILURE TO RESPOND SHALL RESULT IN A WAIVER OF LANDLORD’S TERMINATION RIGHTS GRANTED UNDER SECTION 21.7(a) OF THE LEASE WITH RESPECT TO THE ASSIGNMENT [SUBLETTING] CONTEMPLATED BY THE RECAPTURE NOTICE REQUEST”) and Landlord’s failure to respond within five (5) business days after receipt of such second notice shall be deemed a waiver by Landlord of the termination rights granted under Section 21.7(b) with respect to the assignment or subletting or Transfer contemplated by the Recapture Notice Request. If Landlord notifies Tenant that it will not exercise its termination rights (a “Waiver of Termination Right”), such Waiver of Termination Right will be made in writing or shall be deemed to have been made in writing if Tenant has provided the notice above and Landlord has failed to respond in the time period set forth above (a “Waiver Notice”) and may be relied upon by Tenant with respect to the Preliminary Transfer Proposal so approved for a period of one hundred and eighty (180) days following the date of the Waiver Notice (the “Termination Abeyance Period”). Any Waiver of Termination Right granted by Landlord (or deemed to have been granted by Landlord) hereunder represents Landlord’s agreement not to terminate the Lease (or portion thereof). In the event that Tenant does not present Landlord with a request for Landlord’s consent to a proposed assignment or subletting which is subject to a Waiver of Termination Right within the Termination Abeyance Period provided for herein, the Waiver of Termination Right with respect to such assignment or subletting (“Tenants Offer Notice”)or Transfer shall expire and shall be of no further force and effect; provided, which however, that Tenant shall contain again have the following information: (i) the name and address of the proposed assignee or subtenant; (ii) right to submit a Recapture Notice Request to Landlord in accordance with the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may reasonably requestthis Section 21.7(a). (b) By written notice to Tenant (the “Termination Notice”) within fifteen (15) business days following submission to Landlord by Tenant of the information specified in section 21.7(a), Landlord may (1) terminate this Lease in the event of an assignment of this Lease or sublet or other Transfer of the entire Leased Premises effective as of the Contemplated Transfer Date, or (2) terminate this Lease as to the portion of the Leased Premises to be sublet effective as of the Contemplated Transfer Date, if the sublet is to be of less than the entire Leased Premises. If Landlord elects to terminate under the provisions hereof, and the area to be terminated is less than the entire Leased Premises, an amendment to this Lease shall be executed in which Tenant’s Offer Notice obligations for rent and other charges shall be reduced in proportion to the reduction in the size of the Leased Premises caused thereby by restating the description of the Leased Premises, and its monetary obligations hereunder shall be reduced by multiplying such obligations by a fraction, the numerator of which is the Rentable Area of the Leased Premises offered for sublease and the denominator of which is the Rentable Area of the Leased Premises immediately prior to such termination. Notwithstanding the foregoing, Landlord shall not have the right to recapture and terminate this Lease in connection with any assignment or sublease or Transfer to an Affiliate of Tenant or a Permitted Transferee (as defined in Section 21.11 below). For purposes hereof, the term “Affiliate” means any entity that controls, is controlled by, or is under common control with Tenant. “Control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. For the purpose of this Lease, any sale or transfer of Tenant’s capital stock, redemption or issuance of any additional stock of any class or the trading of any of Tenant’s stock if Tenant is a publicly traded company shall not be deemed an assignment, subletting or any other Transfer of this Lease or the Leased Premises so long as there is no change in the management and control of Tenant. Moreover, none of the following shall be deemed an offer from Tenant to Landlord whereby Landlord (assignment, subletting or Landlord’s designee) may, at Landlord’s option, any other Transfer of this Lease or the Leased Premises: (i) sublease such space from a sale of corporate shares of capital stock in Tenant (if the proposed transaction is in connection with an initial public offering of Tenant’s stock on a sublease of all nationally-recognized stock exchange, or part of the Demised Premises), (ii) have this Lease assigned to it the issuance of any stock preferences or terminate this Lease (if the proposed transaction is an assignment or a sublease other equity interests of all or substantially all of the Demised Premises or a sublease of a portion of the Demised Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Demised Premises), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Demised Premises). Said option may be exercised by Landlord by notice to Tenant within sixty (60) days after a Tenant’s Offer Notice, together with all information required pursuant to Section 13.03(a), has been given by Tenant to Landlord. (c) If Landlord exercises its option under Section 13.03(b) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Fixed Rent and Additional Rent shall be paid and apportioned to such date. (d) If Landlord exercises its option under Section 13.03(b) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment. If the Tenant’s Offer Notice provides that Tenant will pay any consideration raising additional financing or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (e) If Landlord exercises its option under Section 13.03(b) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Demised Premises on the effective date of the proposed sublease, (ii) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises, and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in demising separately such part of the Demised Premises and in complying with any applicable laws and regulations relating to such demise. (f) If Landlord exercises its option under Section 13.03(b) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease and shall be for the term set forth in the applicable Tenant’s Offer Notice, and: (i) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 13.03; (ii) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 13.03; (iii) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered by such sublease; (iv) shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such subleasecapital, provided that such assignee or subtenant, at its expense, shall repair any damage caused by such removal; and (v) shall provide that (i) there is no reduction in the parties to net worth of Tenant in connection with such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said partiesTransfer, and (ii) any assignment or subletting by Landlord or its designee (as Tenant shall continue to conduct business at the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate, (iii) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord Leased Premises in a manner substantially similar to demise separately the subleased space and to comply with any applicable laws and regulations relating manner in which business was conducted prior to such demise, and (ivTransfer. Landlord’s right under this Section 21.7(b) at to recapture by providing the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order and condition. (g) In the case of a proposed sublease, Tenant Termination Notice shall not sublet any space apply to a third party at a rental which is less (on a per rentable square foot basis) than the rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect Transfer to such space, without complying once again with all an Affiliate of the provisions of this Section 13.03 and re-offering such space to Landlord at such lower rental. In the case of a proposed assignment, Tenant shall not assign this Lease or to a third party where Tenant pays greater consideration or grants Permitted Transferee under a greater concession to such third party for such assignment then the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 13.03 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to LandlordPermitted Transfer.