Common use of Right of Recapture Clause in Contracts

Right of Recapture. If ▇▇▇▇▇▇ agrees to assign this Lease or to sublet all or any portion of the Premises, Tenant shall deliver to Landlord executed counterparts of any such agreement and all ancillary agreements with the proposed assignee or subtenant prior to the effective date thereof (the “Effective Date”). Landlord shall have the right to do any of the following by giving ▇▇▇▇▇▇ written notice thereof within thirty (30) days after receiving all of the foregoing documents: 1. With respect to a proposed assignment of this Lease or a proposed subletting of the entire Premises, Landlord shall have the right to terminate this Lease on the Effective Date as if such date were the expiration date of the Lease Term; and 2. With respect to a proposed subletting of less than the entire Premises, Landlord shall have the right to terminate this Lease as to the portion of the Premises affected by such subletting on the Effective Date as if such date were the expiration date of the Lease Term, in which case Tenant shall promptly execute and deliver to Landlord an appropriate amendment of this Lease and other documentation in form satisfactory to Landlord in all respects. If Landlord terminates this Lease as to only a portion of the Premises pursuant to this Section 13.3, then the Minimum Annual Rent and additional rent shall be adjusted by Landlord in proportion to the area of the Premises affected by such partial termination. If Landlord exercises any of its rights under this Section 13.3, Landlord may thereafter lease the Premises or any portion thereof to Tenant’s proposed assignee or subtenant, as the case may be, without any liability to Tenant. If Landlord does not exercise its rights under this Section 13.3 within such thirty (30) day period, such rights shall be deemed waived, but Tenant shall nevertheless be required to fulfill all of the other requirements of this Lease, including Tenant’s obligation to obtain Landlord’s consent to such proposed assignment or sublease pursuant to this Article XIII. ▇▇▇▇▇▇▇▇’s rights under this Section 13.3 shall apply to any further subletting or assignment notwithstanding Landlord’s consent to any proposed assignment or sublease. If Tenant subleases or assigns any interest in the Premises without the consent of Landlord as required herein, Landlord shall be entitled, without waiving any of Landlord’s other rights or remedies hereunder, to all economic consideration received by ▇▇▇▇▇▇ as a result thereof.

Right of Recapture. If ▇▇▇▇▇▇ agrees Notwithstanding anything contained in 10.1 to the contrary, in the event Tenant desires to assign this Lease or to sublet or seek permission for any assignment or subletting of all or any portion of the Premises, Tenant shall deliver to Landlord executed counterparts of any such agreement and all ancillary agreements with the proposed assignee or subtenant prior to the effective date thereof (the “Effective Date”). then Landlord shall have the right of recapture or of first refusal, as applicable, with respect to do any said space, and shall have the right, by notice to Tenant, to either recapture or to receive an assignment of the following by giving ▇▇▇▇▇▇ written notice thereof within thirty (30) days after receiving all of the foregoing documents: 1. With respect to a proposed assignment of this Lease or a proposed subletting sublease of the entire PremisesPremises on the same terms and conditions as the terms and conditions of the assignment or subletting proposed by Tenant. In the event Landlord should decide to exercise its rights pursuant to this paragraph, Landlord shall have give to Tenant written notice exercising its right of first refusal herein contained within ten (10) business days from the right to terminate this Lease on the Effective Date as if such date were the expiration date of Tenant's written notice to Landlord or written application to Landlord for consent to the assignment or subletting, in which event, in the case of a recapture, the Lease Term; and 2shall terminate, and in the case of an assignment or full subletting, Tenant shall be released from all obligations, rights and liabilities from and after the recapture date. With respect to a proposed subletting In the event Landlord does not give such written notice within the ten (10) day period specified, then Landlord's right of less than the entire Premisesfirst refusal herein contained shall be null and void, Landlord shall have the right to terminate this Lease and of no further force and effect as to the portion of space covered by the Premises affected by such subletting on the Effective Date as if such date were the expiration date of the Lease Term, in which case Tenant shall promptly execute and deliver to Landlord an appropriate amendment of this Lease and other documentation in form satisfactory to Landlord in all respects. If Landlord terminates this Lease as to only a portion of the Premises pursuant to this Section 13.3, then the Minimum Annual Rent and additional rent shall be adjusted by Landlord in proportion to the area of the Premises affected by such partial termination. If Landlord exercises any of its rights under this Section 13.3, Landlord may thereafter lease the Premises or any portion thereof to Tenant’s proposed assignee or subtenant, as the case may be, without any liability to Tenant. If Landlord does not exercise its rights under this Section 13.3 within such thirty (30) day period, such rights shall be deemed waived, but Tenant shall nevertheless be required to fulfill all of the other requirements of this Lease, including Tenant’s obligation to obtain Landlord’s consent to such proposed assignment or sublease pursuant only. However, nothing contained herein shall in any way constitute an approval of the assignment or subletting by Landlord, nor shall anything herein contained be construed to this Article XIII. ▇▇▇▇▇▇▇▇’s rights under this Section 13.3 shall apply impair, hinder or otherwise modify the required approval of Landlord as provided herein to any further subletting such assignment or assignment notwithstanding Landlord’s consent subletting. The recapture date shall be the date as of which tenant intends to any assign or sublease or the commencement date of the proposed assignment or sublease. If Tenant subleases or assigns any interest in the Premises without the consent of Landlord , as required herein, Landlord shall be entitled, without waiving any of Landlord’s other rights or remedies hereunder, to all economic consideration received by ▇▇▇▇▇▇ as a result thereofapplicable.

Right of Recapture. If ▇▇▇▇▇▇ agrees Lessee desires to assign this Lease or ------------------ sublet the Premises in whole or in part, Lessee shall give Lessor written notice at least thirty (30) days prior to sublet all or any portion the proposed effective date of the Premises, Tenant assignment or subletting. Lessee's notice shall deliver to Landlord executed counterparts include all of any such agreement the terms of the proposed assignment or sublease and all ancillary agreements with shall state the consideration therefor. Lessee's notice shall state the name and address of the proposed assignee or subtenant prior and a true and complete copy of the proposed assignee or subtenant and a true and complete copy of the proposed assignment or sublease, shall be delivered to lessor with Lessee's notice. In such event, if Lessor's consent is required for such subleasing or assignment, Lessor shall have the right, to be exercised by giving notice to Lessee within ten (10) days after receipt of Lessee's notice, to recapture the space described in Lessee's notice and such recapture notice shall, if given, cancel and terminate this Lease with respect to the affected space as of the date stated in Lessee's notice. If Lessee's proposed assignment or sublease covers all of the Premises, and Lessor exercise its recapture right, the Term of this Lease shall expire on the date of commencement of the Term of the proposed sublease, or on the effective date thereof (the “Effective Date”). Landlord shall have the right to do any of the following by giving ▇▇▇▇▇▇ written proposed assignment stated in Lessee's notice thereof within thirty (30) days after receiving all as if that date had been fixed for the expiration of the foregoing documents: 1term hereof. With If, however, this Lease is canceled with respect to a proposed assignment of this Lease or a proposed subletting of the entire Premises, Landlord shall have the right to terminate this Lease on the Effective Date as if such date were the expiration date of the Lease Term; and 2. With respect to a proposed subletting of less than the entire Premises, Landlord shall have the right to terminate this Lease as to the portion of the Premises affected by such subletting on the Effective Date as if such date were the expiration date of the Lease Term, in which case Tenant shall promptly execute and deliver to Landlord an appropriate amendment of this Lease and other documentation in form satisfactory to Landlord in all respects. If Landlord terminates this Lease as to only a portion of the Premises pursuant to this Section 13.3, then the Minimum Annual Base Rent and additional rent shall be adjusted on the basis of the number of square feet retained by Landlord Lessee in proportion to the area number of the Premises affected by such partial termination. If Landlord exercises any of its rights under this Section 13.3, Landlord may thereafter lease the Premises or any portion thereof to Tenant’s proposed assignee or subtenant, as the case may be, without any liability to Tenant. If Landlord does not exercise its rights under this Section 13.3 within such thirty (30) day period, such rights shall be deemed waived, but Tenant shall nevertheless be required to fulfill all of the other requirements of this Lease, including Tenant’s obligation to obtain Landlord’s consent to such proposed assignment or sublease pursuant to this Article XIII. ▇▇▇▇▇▇▇▇’s rights under this Section 13.3 shall apply to any further subletting or assignment notwithstanding Landlord’s consent to any proposed assignment or sublease. If Tenant subleases or assigns any interest square feet contained in the Premises without the consent of Landlord Premises, and this Lease as required herein, Landlord so amended shall be entitled, without waiving any of Landlord’s other rights or remedies hereunder, to all economic consideration received by ▇▇▇▇▇▇ as a result thereofcontinue in full force and effect.

Right of Recapture. THIS SECTION 2.6 SHALL BE EFFECTIVE ONLY IF TENANT, AT ANY TIME AFTER FEBRUARY 1, 2002, CEASES TO OCCUPY AT LEAST 150,000 SQUARE FEET OF THE RENTABLE AREA IN THE BUILDING: If ▇▇▇▇▇▇ agrees to assign this Lease or to sublet all the Premises, or any portion thereof in excess of 25,000 square feet of Rentable Area (whether or not contiguous), is abandoned or deserted, or vacated for a period of more than ninety (90) consecutive days or one hundred twenty (120) business days (whether or not consecutive) in any twelve (12) month period, then Landlord may, at its option, upon written notice to Tenant, terminate this Lease from time to time as to such portion or portions of the Premises that have been so abandoned, deserted or vacated (or any part thereof) and cause such portion or portions of the Premises (or such part thereof) to be returned to Landlord upon demand, without terminating the Lease as to the balance of the Premises. Following any termination of this Lease as to a portion or portions of the Premises, Tenant shall deliver have no further rights with respect to Landlord executed counterparts of any such agreement and all ancillary agreements with the proposed assignee portion or subtenant prior to the effective date thereof (the “Effective Date”). Landlord shall have the right to do any portions of the following by giving ▇▇▇▇▇▇ written notice thereof within thirty (30) days after receiving all of the foregoing documents: 1. With respect to a proposed assignment of this Lease or a proposed subletting of the entire Premises, Landlord and shall have the right to terminate this Lease on the Effective Date as if immediately surrender such date were the expiration date of the Lease Term; and 2. With respect to a proposed subletting of less than the entire Premises, Landlord shall have the right to terminate this Lease as to the portion or portions of the Premises affected by broom-clean, with all people and property of Tenant removed therefrom, and Tenant shall have no further obligation to pay rent with respect to such subletting on the Effective Date as if such date were the expiration date portion or portions of the Lease Term, in which case Tenant shall promptly execute and deliver to Landlord an appropriate amendment of this Lease and other documentation in form satisfactory to Landlord in all respects. If Landlord terminates this Lease as to only a portion of the Premises pursuant to this Section 13.3, then the Minimum Annual Rent and additional rent shall be adjusted by Landlord in proportion to the area of the Premises affected by such partial termination. If Landlord exercises any of its rights under this Section 13.3, Landlord may thereafter lease the Premises or any portion thereof to Tenant’s proposed assignee or subtenant, as the case may be, without any liability to Tenant. If Landlord does not exercise its rights under this Section 13.3 within such thirty (30) day period, such rights shall be deemed waivedPremises, but Tenant shall nevertheless continue to be required to fulfill liable for all of the other requirements of its obligations under this Lease, including Tenant’s obligation to obtain Landlord’s consent Lease with respect to such proposed assignment portion or sublease pursuant portions of the Premises arising prior to this Article XIII. ▇▇▇▇▇▇▇▇’s rights such termination and with respect to all obligations under this Section 13.3 shall apply Lease relating to any further subletting or assignment notwithstanding Landlord’s consent to any proposed assignment or sublease. If Tenant subleases or assigns any interest in those portions of the Premises without the consent of Landlord as required herein, Landlord shall be entitled, without waiving any of Landlord’s other rights or remedies hereunder, to all economic consideration received by ▇▇▇▇▇▇ as a result thereoffor which this Lease has not been terminated.

Right of Recapture. If ▇▇▇▇▇▇ During the Term, Subtenant agrees that Subtenant ------------------ will not assign its interest in the Sublease, or sublet the Demised Premises to assign this Lease any person or to sublet all or any portion business organization without first giving Sublandlord notice of the Premises, Tenant shall deliver to Landlord executed counterparts intended assignment or subletting and the intended date thereof and the name of any such agreement the business organization involved and all ancillary agreements with the proposed assignee or subtenant prior to the effective date thereof (the “Effective Date”). Landlord shall have the right to do any of the following by giving ▇▇▇▇▇▇ written notice thereof intended assignment or subletting and the amount of the unamortized cost hereinafter referred to. If Sublandlord's consent is required under Paragraph 13.1 above, within thirty fifteen (3015) days after receiving all the giving of the foregoing documents: 1. With respect such notice by Subtenant to a proposed Sublandlord of such intended assignment of this Lease or a proposed subletting of the entire Premisessubletting, Landlord shall have the right Sublandlord gives notice to Subtenant that Sublandlord elects to terminate this Lease Sublease as of said intended date of said assignment or subletting and Subtenant does not within five (5) days withdraw its request to assign or sublet, then this Sublease shall terminate on the Effective Date said intended date as if such said intended date were the expiration date of originally fixed herein for the Lease Term; and 2termination hereof. With respect to a proposed subletting of less than Notwithstanding the entire Premisesforegoing, Landlord shall have in the right event Sublandlord elects to terminate this Lease Sublease Subtenant may rescind its requested assignment by written notice to Sublandlord within ten (10) days following Sublandlord's written notice to Subtenant of its election to terminate this Sublease. Notwithstanding the foregoing to the contrary, Sublandlord acknowledges that Subtenant's business to be conducted in the Demised Premises requires installation in the Demised Premises of certain communications equipment by telecommunications customers of Subtenant ("Customers") in order for such Customers to interconnect with Subtenant's facilities. Sublandlord agrees that no consent shall be required for any license agreement or "colocation agreement" between Subtenant and any such Customer for the purpose of permitting such a telecommunications connection, so long as (i) such Customer agrees in writing to comply with all obligations of Subtenant under this Sublease to the extent relating to the portion of the Demised Premises affected by in question and (ii) each such subletting on license or co-location agreement is in writing and is consistent with the Effective Date as if such date were the expiration date of the Lease Term, in which case Tenant shall promptly execute and deliver to Landlord an appropriate amendment provisions of this Lease and other documentation in form satisfactory to Landlord in all respects. If Landlord terminates this Lease as to only a portion of the Premises pursuant to this Section 13.3, then the Minimum Annual Rent and additional rent shall be adjusted by Landlord in proportion to the area of the Premises affected by such partial termination. If Landlord exercises any of its rights under this Section 13.3, Landlord may thereafter lease the Premises or any portion thereof to Tenant’s proposed assignee or subtenant, as the case may be, without any liability to Tenant. If Landlord does not exercise its rights under this Section 13.3 within such thirty (30) day period, such rights shall be deemed waived, but Tenant shall nevertheless be required to fulfill all of the other requirements of this Lease, including Tenant’s obligation to obtain Landlord’s consent to such proposed assignment or sublease pursuant to this Article XIII. ▇▇▇▇▇▇▇▇’s rights under this Section 13.3 shall apply to any further subletting or assignment notwithstanding Landlord’s consent to any proposed assignment or sublease. If Tenant subleases or assigns any interest in the Premises without the consent of Landlord as required herein, Landlord shall be entitled, without waiving any of Landlord’s other rights or remedies hereunder, to all economic consideration received by ▇▇▇▇▇▇ as a result thereofSublease.

Right of Recapture. If ▇▇▇▇▇▇ agrees Tenant shall notify Landlord in writing (the "Availability Notice") if Tenant wishes to assign this Lease or to sublet sublease all or any portion of the PremisesPremises which Availability Notice shall contain, among other things, the date Tenant anticipates that the assignment or sublease will take effect. If Tenant does not give Landlord the Availability Notice before delivering a transfer notice (a ""Transfer Notice"), the Transfer Notice shall deliver to Landlord executed counterparts of any such agreement and all ancillary agreements with also be the proposed assignee or subtenant prior to the effective date thereof (the “Effective Date”)Availability Notice. Landlord shall have the right to do any of the following option, by giving ▇▇▇▇▇▇ written notice thereof to Tenant (the "Recapture Notice") given within thirty ten (3010) business days after receiving all any Availability Notice, to recapture the applicable portion of the foregoing documents: 1Premises. With respect to a proposed assignment A timely Recapture Notice terminates this Lease and Tenant's obligations regarding the recaptured portion of the Premises for the remaining term of this Lease or a proposed subletting as of the entire Premisesdate specified in the Availability Notice except for Tenant's obligations incurred prior to the date specified in the Availability Notice. The Recapture Notice shall be void, however, if Tenant notifies Landlord, within ten (10) business days after receipt of the Recapture Notice, that Tenant withdraws the Availability Notice or Transfer Notice. If Landlord declines or fails timely to elect to recapture as provided above, Landlord shall have the no right to terminate recapture the Premises unless Landlord receives a new Availability Notice, which new Availability Notice shall be required if Tenant has failed to consummate an assignment or sublease within a period of ninety (90) days from the date specified in the prior Availability Notice. Either party may require written confirmation of the amendments to this Lease on the Effective Date as if such date were the expiration date of the Lease Term; and 2. With respect to a proposed subletting of less than the entire Premises, Landlord shall have the right to terminate this Lease as to the portion of the Premises affected necessitated by such subletting on the Effective Date as if such date were the expiration date of the Lease Term, in which case Tenant shall promptly execute and deliver to Landlord an appropriate amendment of this Lease and other documentation in form satisfactory to Landlord in all respectsLandlord's recapture. If Landlord terminates this Lease as to only a portion of the Premises pursuant to this Section 13.313.4, then the Minimum Annual Rent and additional rent shall be adjusted by Landlord in proportion to the area of the Premises affected by such partial termination. If Landlord exercises any of its rights under this Section 13.313.4, Landlord may thereafter lease the Premises or any portion thereof to Tenant’s 's proposed assignee or subtenant, as the case may be, without any liability to Tenant. If Landlord does not exercise its Landlord's rights under this Section 13.3 within such thirty (30) day period, such rights shall be deemed waived, but Tenant shall nevertheless be required to fulfill all of the other requirements of this Lease, including Tenant’s obligation to obtain Landlord’s consent to such proposed assignment or sublease pursuant to this Article XIII. ▇▇▇▇▇▇▇▇’s rights under this Section 13.3 13.4 shall apply to any further subletting or assignment notwithstanding Landlord’s 's consent to any proposed assignment or sublease. If Tenant subleases or assigns any interest in the Premises without the consent of Landlord as required herein, Landlord shall be entitled, without waiving any of Landlord’s 's other rights or remedies hereunder, to all economic consideration received by ▇▇▇▇▇▇ Tenant as a result thereof.

Right of Recapture. If ▇▇▇▇▇▇ agrees In the event Tenant notifies Landlord of its intent (the “Intent to Transfer Notice”) to assign this Lease or to sublet sublease all or any portion part of the Premises, Tenant shall deliver to Landlord executed counterparts of any unless such agreement and all ancillary agreements with the proposed assignee or subtenant prior to the effective date thereof (the “Effective Date”). Landlord shall have the right to do any of the following by giving ▇▇▇▇▇▇ written notice thereof within thirty (30) days after receiving all of the foregoing documents: 1. With respect to Transfer is a proposed assignment of this Lease or a proposed subletting of the entire PremisesPermitted Transfer, Landlord shall have the right to terminate this Lease on recapture the Effective Date as if such date were the expiration date of the Lease Term; and 2. With respect to a proposed subletting of less than the entire Premises, Landlord shall have the right Premises and to terminate this Lease (in the case of a sublease as to the portion of the Premises affected proposed to be subleased) by providing written notice of such subletting on recapture to Tenant (the Effective Date as if such date were the expiration date “Recapture Notice”) within thirty (30) days of the Lease Term, in which case Tenant shall promptly execute and deliver Landlord’s receipt of ▇▇▇▇▇▇’s Intent to Landlord an appropriate amendment of this Lease and other documentation in form satisfactory to Landlord in all respectsTransfer Notice. If Landlord terminates exercises such recapture right, this Lease shall automatically be terminated (in the case of a sublease as to only a the portion of the Premises pursuant proposed to this Section 13.3be subleased) effective on the date proposed by Tenant in its Intent to Transfer Notice, then the Minimum Annual Rent and additional rent shall be adjusted or if no date is proposed by Landlord in proportion to the area of the Premises affected by such partial termination. If Landlord exercises any of its rights under this Section 13.3▇▇▇▇▇▇, Landlord may thereafter lease the Premises or any portion thereof to Tenant’s proposed assignee or subtenant, as the case may be, without any liability to Tenant. If Landlord does not exercise its rights under this Section 13.3 within such on a date which is thirty (30) day perioddays after ▇▇▇▇▇▇’s receipt of Landlord’s Recapture Notice. In the case where less than the entire Premises has been recaptured, such rights shall be deemed waived, but Landlord may require Tenant shall nevertheless be required to fulfill all execute a reasonable Lease amendment to reflect the change in the square footage of the other requirements Premises and the prorata adjustment to Monthly Rent, based on the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect. Where the entire Premises has been recaptured, the parties shall execute a reasonable termination agreement reflecting the termination of this Lease. If Landlord fails to exercise the foregoing recapture right, including Tenant’s obligation Tenant shall be entitled to obtain continue with its proposed Transfer, provided that any such Transfer shall be subject to Landlord’s approval as provided in Section 17.1 above (and Tenant shall provide to Landlord all reasonable documentation required for Landlord to consent or deny its consent to any such proposed Transfer as provided in Section 17.3 at the time of its request for consent), and provided further that, if Tenant fails to enter into an assignment or sublease pursuant of the Premises within nine (9) months from the date of ▇▇▇▇▇▇’s Intent to this Article XIII. Transfer Notice, then upon any future request for ▇▇▇▇▇▇▇▇’s rights under consent to a proposed Transfer provided for in this Section 13.3 Article 17, Landlord shall apply have, in addition to any further subletting the right to either consent to or assignment notwithstanding Landlord’s refuse to consent to any proposed assignment or sublease. If Tenant subleases or assigns any interest in such request from Tenant, the right to recapture the Premises without the consent of Landlord as required herein, Landlord shall be entitled, without waiving any of Landlord’s other rights or remedies hereunder, to all economic consideration received by ▇▇▇▇▇▇ as a result thereofaforesaid.

Right of Recapture. If ▇▇▇▇▇▇ agrees Sublandlord’s and Prime Landlord’s Consent Except for Transfers pursuant to assign this Lease or to sublet all or any portion of the Premisessubparagraphs 14.1(b) and (c) above, Tenant shall deliver to Landlord executed counterparts of any such agreement Sublandlord and all ancillary agreements with the proposed assignee or subtenant prior to the effective date thereof (the “Effective Date”). Prime Landlord shall have the right to do of recapture as set forth in this paragraph 14.3. At any of the following by giving ▇▇▇▇▇▇ written notice thereof time within thirty fifteen (3015) days after receiving all Sublandlord’s receipt of the foregoing documents: 1. With respect to a proposed assignment Transfer Notice information set forth in Section 14.2 of this Lease or a proposed subletting Sublease, Sublandlord may by written notice to Subtenant and Prime Landlord, elect to recapture the Transfer Space (the "Sublandlord Period"). In the event Sublandlord does not elect to recapture the Transfer Space within the Sublandlord Period, at any time within fifteen (15) days after the expiration of the entire PremisesSublandlord Period, Landlord shall have the right to terminate this Lease on the Effective Date as if such date were the expiration date of the Lease Term; and 2. With respect to a proposed subletting of less than the entire Premises, Landlord shall have the right to terminate this Lease as to the portion of the Premises affected by such subletting on the Effective Date as if such date were the expiration date of the Lease Term, in which case Tenant shall promptly execute and deliver to Landlord an appropriate amendment of this Lease and other documentation in form satisfactory to Landlord in all respects. If Landlord terminates this Lease as to only a portion of the Premises pursuant to this Section 13.3, then the Minimum Annual Rent and additional rent shall be adjusted by Landlord in proportion to the area of the Premises affected by such partial termination. If Landlord exercises any of its rights under this Section 13.3, Prime Landlord may thereafter lease by written notice to Subtenant elect to recapture the Premises Transfer Space (collectively, the "Recapture"). Upon such Recapture, Sublandlord or any portion thereof to Tenant’s proposed assignee or subtenantPrime Landlord, as the case may be, without any liability may terminate this Sublease with respect thereto, unless the Transfer involves a sub-sublease for a term which expires at least one year prior to Tenantexpiration of the Term of this Sublease and, provided, that in no event shall such Recapture terminate or otherwise adversely impact Subtenant’s option to lease the Subleased Premises under the Consent. If Sublandlord and Prime Landlord does do not exercise its rights under this Section 13.3 within elect to Recapture the Transfer Space, or are not entitled to do so, Subtenant may transfer the Transfer Space to the Transferee on the terms set forth in the Transfer Notice subject to the following conditions: (a) Sublandlord and Prime Landlord shall have consented to such Transfer, which consent shall not be unreasonably withheld, conditioned or delayed beyond thirty (30) day perioddays following Sublandlord’s and Prime Landlord’s receipt of the Transfer Notice, such rights provided, however, that Sublandlord’s or Prime Landlord’s refusal to consent to any Transfer shall be deemed waived, but Tenant shall nevertheless be required to fulfill all reasonable if: (i) The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the other requirements of Building or the Property; (ii) The Transferee intends to use the Transfer Space for purposes which are not permitted under this Lease; (iii) The Transferee is a current tenant or subtenant of the Property or has been involved in bona fide negotiations with Sublandlord or Prime Landlord, including Tenant’s obligation to obtain Landlord’s consent as evidenced by a specific written proposal to such proposed assignment or sublease pursuant to this Article XIII. ▇▇▇▇▇▇▇▇’s rights under this Section 13.3 shall apply to any further subletting or assignment notwithstanding Landlord’s consent to any proposed assignment or sublease. If Tenant subleases or assigns any interest Transferee, for space in the Premises without Property within the consent preceding six (6) months; (iv) The Transfer Space is not suitable for normal renting purposes in conformity with all applicable building and safety codes; (v) The Transferee is a governmental body (or subdivision or agency thereof); (vi) The Transferee is, in the reasonable judgment of Landlord as required hereinSublandlord, Landlord shall insolvent or does not have the financial capacity to perform the obligations to be entitled, without waiving any assumed for the term of Landlord’s other rights or remedies hereunder, to all economic consideration received by ▇▇▇▇▇▇ as a result thereofthe Transfer.

Right of Recapture. If ▇▇▇▇▇▇ agrees Notwithstanding anything to the contrary contained in this Article 23, upon receipt of a request by Tenant to either assign this Lease or to sublet all or any portion of the Leased Premises, Tenant shall deliver to Landlord executed counterparts of any such agreement and all ancillary agreements with the proposed assignee or subtenant prior to the effective date thereof (the “Effective Date”). Landlord shall have the right option, to do any of the following by giving ▇▇▇▇▇▇ written notice thereof be exercised within thirty (30) days after receiving all of the foregoing documents: 1. With respect thereafter by written notice to a proposed assignment of this Lease or a proposed subletting of the entire PremisesTenant, Landlord shall have the right to terminate this Lease on effective as of the Effective Date as if such date were the expiration requested date of the Lease Term; and 2. With assignment or with respect to a proposed subletting of less than the entire Premises, Landlord shall have the right to terminate this Lease as to the portion of the Leased Premises affected by such subletting on requested to be assigned or sublet, effective as of the Effective Date as if such date were the expiration date of the Lease Term, in which case Tenant shall promptly execute and deliver to Landlord an appropriate amendment of this Lease and other documentation in form satisfactory to Landlord in all respects. If Landlord terminates this Lease as to only a portion of the Premises pursuant to this Section 13.3, then the Minimum Annual Rent and additional rent shall be adjusted by Landlord in proportion to the area of the Premises affected by such partial termination. If Landlord exercises any of its rights under this Section 13.3, Landlord may thereafter lease the Premises or any portion thereof to Tenant’s proposed assignee or subtenant, as the case may be, without any liability to Tenant. If Landlord does not exercise its rights under this Section 13.3 within such thirty (30) day period, such rights shall be deemed waived, but Tenant shall nevertheless be required to fulfill all of the other requirements of this Lease, including Tenant’s obligation to obtain Landlord’s consent to such proposed assignment or sublease pursuant and to recapture this Article XIIIspace. ▇▇If Landlord chooses to terminate the Lease, Tenant may withdraw ▇▇▇▇▇▇’s rights under this Section 13.3 shall apply office notice to any further subletting assign or assignment notwithstanding sublet within fifteen (15) days of receiving Landlord’s consent written notice. Withdrawal of Tenant’s offer notice to any proposed assignment assign or sublease. If sublet will result in a return to the original status of the Lease whereby Tenant subleases or assigns any interest will be entitled to remain in the Leased Premises without for the consent remainder of the term. In the event the Landlord shall exercise the right of recapture option, this Lease, in the case of an assignment, shall terminate on or as required hereinof the date specified above as if that date had been fixed as the expiration date of the Term of this Lease, and the Tenant shall surrender possession of the entire Leased Premises on such termination date, in accordance with the provisions of this Lease. In the event of subletting, Landlord and Tenant shall enter into a modification to this Lease, removing the portion of the Leased Premises requested to be entitledsublet from the definition of the Leased Premises, without waiving any and otherwise making required changes to Tenant’s obligations hereunder to reflect the reduction in the size of Landlord’s other rights or remedies hereunder, to all economic consideration received by ▇▇▇▇▇▇ as a result thereofthe Leased Premises.

Right of Recapture. If ▇▇▇▇▇▇ agrees In the event Tenant notifies Landlord of its intent (the “Intent to Transfer Notice”) to assign this Lease or to sublet sublease all or any portion part of the Premises, Tenant shall deliver to Landlord executed counterparts of any unless such agreement and all ancillary agreements with the proposed assignee or subtenant prior to the effective date thereof (the “Effective Date”). Landlord shall have the right to do any of the following by giving ▇▇▇▇▇▇ written notice thereof within thirty (30) days after receiving all of the foregoing documents: 1. With respect to Transfer is a proposed assignment of this Lease or a proposed subletting of the entire PremisesPermitted Transfer, Landlord shall have the right to terminate this Lease on recapture the Effective Date as if such date were the expiration date of the Lease Term; and 2. With respect to a proposed subletting of less than the entire Premises, Landlord shall have the right Premises and to terminate this Lease (in the case of a sublease as to the portion of the Premises affected proposed to be subleased) by providing written notice of such subletting on recapture to Tenant (the Effective Date as if such date were the expiration date “Recapture Notice”) within thirty (30) days of the Lease Term, in which case Tenant shall promptly execute and deliver Landlord’s receipt of ▇▇▇▇▇▇’s Intent to Landlord an appropriate amendment of this Lease and other documentation in form satisfactory to Landlord in all respectsTransfer Notice. If Landlord terminates exercises such recapture right, this Lease shall automatically be terminated (in the case of a sublease as to only a the portion of the Premises pursuant proposed to this Section 13.3be subleased) effective on the date proposed by Tenant in its Intent to Transfer Notice, then the Minimum Annual Rent and additional rent shall be adjusted or if no date is proposed by Landlord in proportion to the area of the Premises affected by such partial termination. If Landlord exercises any of its rights under this Section 13.3▇▇▇▇▇▇, Landlord may thereafter lease the Premises or any portion thereof to Tenant’s proposed assignee or subtenant, as the case may be, without any liability to Tenant. If Landlord does not exercise its rights under this Section 13.3 within such on a date which is thirty (30) day perioddays after ▇▇▇▇▇▇’s receipt of Landlord’s Recapture Notice. In the case where less than the entire Premises has been recaptured, such rights shall be deemed waived, but Landlord may require Tenant shall nevertheless be required to fulfill all execute a reasonable Lease amendment to reflect the change in the square footage of the other requirements Premises and the prorata adjustment to Monthly Rent, based on the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect. Where the entire Premises has been recaptured, the parties shall execute a reasonable termination agreement reflecting the termination of this Lease. If Landlord fails to exercise the foregoing recapture right, including Tenant’s obligation Tenant shall be entitled to obtain continue with its proposed Transfer, provided that any such Transfer shall be subject to Landlord’s approval as provided in Section 17.1 above (and Tenant shall provide to Landlord all reasonable documentation required for Landlord to consent or deny its consent to any such proposed Transfer as provided in Section 17.3 at the time of its request for consent), and provided further that, if Tenant fails to enter into an assignment or sublease pursuant of the Premises within nine (9) months from the date of Tenant’s Intent to this Article XIII. Transfer Notice, then upon any future request for ▇▇▇▇▇▇▇▇’s rights under consent to a proposed Transfer provided for in this Section 13.3 Article 17, Landlord shall apply have, in addition to any further subletting the right to either consent to or assignment notwithstanding Landlord’s refuse to consent to any proposed assignment or sublease. If Tenant subleases or assigns any interest in such request from Tenant, the right to recapture the Premises without the consent of Landlord as required herein, Landlord shall be entitled, without waiving any of Landlord’s other rights or remedies hereunder, to all economic consideration received by ▇▇▇▇▇▇ as a result thereofaforesaid.