Common use of Consideration to Landlord Clause in Contracts

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting Landlord's consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five percent (75%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined below) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five percent (75%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the Assignment or Subletting Costs, and seventy-five percent (75%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether sublease (excluding any assignment or not requiting Landlord's consentsublease meeting the requirements of Paragraph 13.h. below), Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent actually paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture recapture, on a straight line amortized basis over the term of the sublease or assignment, (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable marketing costs (other than brokerage commissions), if any, (iii) reasonable legal fees paid incurred by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and ), (iiiiv) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease and (v) any free rent or other rental concessions granted to the proposed transferee (collectively the "“Assignment or Subletting Costs"”), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's ’s execution of Landlord's ’s consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the incremental amount, on an amortized basis, of the Assignment or Subletting Costs, and seventy-five fifty percent (7550%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's ’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c. shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease. Upon Landlord’s request, Tenant shall provide Landlord with a detailed written statement of all sums payable by the assignee or subtenant to Tenant so that Landlord can determine the total sums, if any, due from Tenant to Landlord under this Paragraph 13.c.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether ------------------------- other than an assignment or not requiting Landlord's consentsublease pursuant to Section 14.g. below, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five percent (75%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined below) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five percent (75%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Base Rent under Paragraph Section 4 above and Operating Expenses under Section 5 above and Additional Rent under Paragraph 7 above Assignment or Subletting Costs (amortized as set forth below), attributable to the sublet space for the corresponding month; except that Tenant may first recapture (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the . "Assignment or Subletting Costs")" shall mean, on an amortized basis over the term of this Lease, the Excess Cost (as defined in Exhibit B attached hereto) paid by --------- Tenant for the Tenant Improvements, excluding such of the Excess Cost as shall be attributable to the Above Standard Tenant Improvements, or the items and/or costs described in Paragraphs 1.f.ii. and 1.f. iii.C. of Exhibit B attached --------- hereto, provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant and Landlord shall provide have agreed in writing as to Landlord, the amount thereof with respect to the Building F Premises within ninety thirty (9030) days of Landlord's execution the Commencement Date and as to the amount thereof with respect to the Building E Premises within thirty (30) days after the Tenant Improvements therein shall have been Substantially Completed. "Leasehold Profit" shall be the value allocated to the leasehold between the parties to the assignment or sublease, but in no event less than the excess of the present value of the fair market rent of the Premises for the remaining term of this Lease at the time of such assignment or sublease, over the Base Rent payable hereunder for such remaining term, as reasonably determined by Landlord and communicated to Tenant at the time of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the Assignment or Subletting Costs, and seventy-five percent (75%) of the then remaining sum shall be paid promptly to Landlordsublease. Upon LandlordXxxxxxxx's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by direct any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same directly to LandlordLandlord the amounts due to it pursuant to this Section 14.c. on account of such sublease or assignment. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Section 14.c. shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease“True Third Party Sublease”, as defined below, whether or not requiting requiring Landlord's consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and above, Additional Rent under Paragraph 7 above and Parking Space Rental under Paragraph 53 below attributable to the sublet space for the corresponding month; except that Tenant may first recapture (i) recapture, in each case, prior to paying Landlord any amount of monies hereunder, any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) any improvement allowance or cost of improvements paid by Tenant to the subtenant or assignee or in connection with the sublease or assignment, reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by subletting, and Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction 's costs incurred by Tenant in connection with the assignment or sublease sublease, including for preparing the space for the subtenant's or assignee's occupancy (including the amounts paid by Tenant to Landlord as rental for the subject space for the period, if any, not to exceed thirty (30) days, commencing on the date the subject space was vacated by Tenant and ending on the date the assignee's or subtenant's rental obligation for the subject space commenced) (collectively the "“Assignment or Subletting Costs"”), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent, Additional Rent and Additional Rent Parking Space Rental payable by Tenant to Landlord for the subject space and (ii) the amount of the Assignment or Subletting Costs, and seventy-five fifty percent (7550%) of the then remaining sum sum, if any, shall be paid promptly to Landlord. Tenant shall deliver to Landlord within sixty (60) days after the end of each calendar year and within sixty (60) days after the expiration or earlier termination of this Lease a statement specifying each sublease in effect during such calendar year or partial calendar year, the rentable area demised thereby, the term thereof and a computation in reasonable detail showing the calculation of the Assignment or Subletting Costs, the amounts paid and payable by the subtenant to Tenant, and by Tenant to Landlord, with respect to such sublease for the period covered by such statement, together with supporting documents, such as receipts and construction invoices. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c., shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease. Upon Landlord's request, Tenant shall provide Landlord with a detailed written statement of all sums payable by the assignee or subtenant to Tenant so that Landlord can determine the total sums, if any, due from Tenant to Landlord under this Paragraph 13.c. A “True Third Party Sublease” shall mean a sublease to a third party other than (1) a Shared Space Arrangement (as defined below), (2) any sublease or license to any third party using space for providing live entertainment or similar public event at the Premises (the “Live Event Space”), or subleases or licenses for retail, restaurant or similar uses on the ground floor of the Building (the “Retail/Restaurant Space”) (subleases or licenses with respect to the Live Event Space or the Retail/Restaurant Space shall be referred to herein as a “Live Event/Retail Sublease”), and (3) subleases or licenses with Affiliates (as defined below).

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting requiring Landlord's ’s consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture recapture, on a straight line amortized basis over the term of the sublease or assignment, (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), and (ii) reasonable legal fees paid incurred by Tenant in connection with such assignment or subletting subletting. not to exceed Two Thousand Dollars (provided $2,000.00)(provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment -Assignment or Subletting Costs"”), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's ’s execution of Landlord's ’s consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the incremental amount, on an amortized basis, of the Assignment or Subletting Costs, and seventy-five fifty percent (7550%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's ’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c. shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease. Upon Landlord’s request, Tenant shall provide Landlord with a detailed written statement of all sums payable by the assignee or subtenant to Tenant so that Landlord can determine the total sums, if any, due from Tenant to Landlord under this Paragraph 13.c.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting consideration for Landlord's consentexecution of this Agreement, Landlord shall be entitled to receive, and as additional rent hereunder, seventy-five percent (75%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined below) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five percent (75%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable conditions to the sublet space for the corresponding month; except that Tenant may first recapture effectiveness of this Agreement: (i) any brokerage commissions paid by Tenant shall deliver to Landlord upon the Surrender Date the sum of One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00), in connection with the subletting or assignment (not to exceed commissions typically paid in the market currency which, at the time of such subletting payment, is legal tender for private and public debts in the United States of America, or assignment)at Landlord's election, (ii) reasonable legal fees paid by Tenant in connection with such assignment wire or subletting (ACH transfer pursuant to wiring instructions which shall be provided that Tenant shall submit by Landlord to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred as otherwise specified by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to which amount represents the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable obligations owed by Tenant to Landlord for under the subject space Lease (the "Termination Fee"), and (ii) Tenant shall, at Tenant's sole cost and expense, transfer to Landlord upon the Assignment or Subletting CostsSurrender Date any and all permits (collectively, the "Permits") required by Landlord, including, without limitation the Bay Area Air Quality Management District permit (the "BAAQMD Permit") and seventy-five percent any permits relative to the Generator (75%) collectively, the "Generator Permit"). If and to the extent any of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts Permits required to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant transferred to Landlord pursuant to the preceding sentence have, as of the Effective Date, lapsed, then Tenant shall, at its sole cost and expense, cause such Permits to be current and in effect prior to the transfers thereof to Landlord as required by this Agreement; provided, however, that, if Tenant fails to so cause such Permits to be current and in effect, then Landlord may (but shall not be obligated to) do so, and may charge the costs incurred by Landlord in connection therewith to Tenant, plus a fee equal to ten percent (10%) of the total of such costs as compensation to Landlord for administrative review and related functions performed by Landlord or its agents in connection with causing such Permits to be current and in effect (collectively, the "Permit Costs"), which Permit Costs shall be separately calculated for each sublease and amounts due reimbursed by Tenant to Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other subleasewithin thirty (30) days after Tenant's receipt of invoice therefor from Landlord.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting Landlord's consent, Landlord shall be entitled to receive, receive as additional rent hereunder, seventy-five percent (75%) of and Tenant hereby assigns to Landlord, any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventyone-five percent half (75%1/2) of the excess of the amount of by which the total monthly rent paid payable for the sublet space by the subtenant over exceeds the total amount of Monthly Base Rent under Paragraph 5 above 6 hereof and Additional Rent Basic Operating Cost under Paragraph 7 above attributable hereof (such excess being hereinafter referred to the sublet space for the corresponding monthas "Bonus Rental"); except provided, however, that Tenant may shall first recapture (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not be entitled to exceed commissions typically paid in the market at the time recover out of such subletting assignment consideration or assignment)Bonus Rental, (ii) reasonable legal brokerage commissions, reasonable attorneys' fees paid and tenant improvement costs actually incurred by Tenant in connection with such assignment or subletting (provided that such tenant improvement costs to be amortized over the remaining term of the Lease, in the case of an assignment, or over the term of the sublease, in the case of a sublease). Landlord's consent to any assignment shall be conditional upon Landlord's receipt of the consideration paid by the proposed assignee for the assignment; and Landlord's consent to any subletting shall be conditional upon Landlord's receipt of any Bonus Rental, which shall be paid by Tenant shall submit to Landlord evidence reasonably acceptable each month at the same time as Base Rent. Notwithstanding the foregoing, Landlord shall have the right to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided thatrequire, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days its approval of Landlord's execution of Landlord's consent to the assignment or a subletting, a detailed accounting of that the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the proposed subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the Assignment or Subletting Costs, and seventy-five percent (75%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same Bonus Rental directly to Landlord. If there is more than one sublease under this Lease, the amounts Bonus Rental (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence provisions of this Paragraph 21 (c) shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether except with respect to an assignment or not requiting Landlord's consentsublease pursuant to Paragraph 13.g., Landlord shall be entitled to receive, as additional rent hereunder, seventy-five percent (75%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined below) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five percent (75%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture recapture, on an amortized basis over the term of the sublease or assignment, together with interest on the unamortized balance at a rate per annum equal to three (3) percentage points over the Treasury Rate charged as of the commencement date of such assignment or sublease (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies not exceed One Thousand Five Hundred Dollars ($1,500.00) for an assignment of the applicable attorney billsLease and shall not exceed Seven Hundred Fifty Dollars ($750.00) for any single sublease) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs theretofore incurred by Tenant and supporting documents, such as receipts and construction invoices, and within one-hundred eighty (180) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of all Assignment or Subletting Costs to be taken into account hereunder and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the incremental amount, on an amortized basis, of the Assignment or Subletting Costs, and seventy-five percent (75%) of the then remaining sum shall be paid promptly to Landlord. "Leasehold Profit" shall be the value allocated to the leasehold between the parties to the assignment or sublease, but in no event less than the excess of the present value of the fair market rent of the Premises for the remaining term of this Lease after such assignment or sublease, over the present value of the Monthly Rent payable hereunder for such remaining term, as reasonably determined by Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether except with respect to an assignment or not requiting Landlord's consentsublease pursuant to Paragraph 13.g., Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined below) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture recapture, on an amortized basis over the term of the sublease or assignment, together with interest on the unamortized balance at a rate per annum equal to three (3) percentage points over the Treasury Rate charged as of the commencement date of such assignment or sublease (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies not exceed One Thousand Five Hundred Dollars ($1,500.00) for an assignment of the applicable attorney billsLease and shall not exceed Seven Hundred Fifty Dollars ($750.00) for any single sublease) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs theretofore incurred by Tenant and supporting documents, such as receipts and construction invoices, and within one-hundred eighty (180) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of all Assignment or Subletting Costs to be taken into account hereunder and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the Assignment or Subletting Costs, and seventy-five percent (75%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.incremental

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting requiring Landlord's ’s consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease of this Lease (not including consideration for any other assets of Tenant) and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture (i) any brokerage commissions paid by Tenant , in connection with each case after deducting therefrom the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) actual and reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment sale or sublease sublease, limited to brokerage commissions and reasonable attorneys’ fees (collectively the "Assignment or Subletting Costs"provided that such reasonable attorneys’ fees shall not exceed $2,000.00), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) consideration, the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the Assignment or Subletting Costsspace, and seventy-five fifty percent (7550%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's ’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c., shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting requiring Landlord's consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five percent (75%) [...***...] of any consideration (including, without limitation, payment for leasehold improvements and (including the Tenant Improvements or any "Leasehold Profit" other Alterations) in excess of the Assignment or Subletting Costs (as defined and amortized as set forth below) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five percent (75%) of Tenant shall pay to Landlord on a monthly basis the excess of the amount of rent and other consideration paid for the sublet space by the subtenant over the amount of Monthly Base Rent under Paragraph Section 4 above, Operating Expenses under Section 5 above above, and Additional Rent under Paragraph 7 above Assignment or Subletting Costs (amortized as set forth below), attributable to the sublet space for the corresponding month; except that Tenant may first recapture . "Assignment or Subletting Costs" shall mean, (i) on an amortized basis over the term of the sublease or assignment, any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), Tenant's reasonable costs of advertising the space for sublease or assignment and any improvement allowance paid by Tenant to the subtenant or assignee or any improvement costs paid by Tenant solely to prepare the space for the assignment or sublet, and (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs")[...***...], provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety sixty (9060) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the Assignment or Subletting Costs, and seventy-five percent (75%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by direct any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same directly to LandlordLandlord the amounts due to it pursuant to this Section 14.c. on account of such sublease or assignment. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Section 14.c. shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due ------------------- * Confidential Treatment Requested under any other sublease. For purposes of clause (ii) above, the [...***...]* shall be included in the Assignment or Subletting Costs. For purposes of the amortization in clauses (i) and (ii) above, such amortization shall be at an interest rate per annum equal to [...***...] percentage points over the Treasury Rate charged at the time such costs are paid by Tenant.

Consideration to Landlord. In the event of any my assignment or ------------------------- sublease, whether or not requiting requiring Landlord's ’s consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five percent (75%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five percent (75%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent and Tenant’s Electrical Charge under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture recapture, on an amortized basis over the term of the sublease or assignment (i) any brokerage commissions commission; paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and ), (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease and (iv) rent concessions (collectively the "“Assignment or Subletting Costs"”), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, Landlord within ninety (90) days of Landlord's ’s execution of Landlord's ’s consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent, Additional Rent and Additional Rent Tenant’s Electrical Charge payable by Tenant to Landlord for the subject space and (ii) the incremental amount, on an amortized basis, of the Assignment or Subletting Costs, and seventy-five percent (75%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's ’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c. shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting requiring Landlord's ’s consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and above, Additional Rent under Paragraph 7 above attributable attributed to the sublet space for the corresponding month; except that Tenant may first recapture (i) any brokerage commissions paid , and all reasonable and actual out-of-pocket costs incurred by Tenant for tenant improvements and/or leasing commissions incurred in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) consideration, the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space a portion of the reasonable and (ii) actual out-of-pocket costs incurred by Tenant for tenant improvements and/or leasing commissions incurred in connection with such subletting or assignment evenly spread across the Assignment term of the sublease or Subletting Costsassignment, and seventy-five fifty percent (7550%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same directly to LandlordTenant. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c., shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting requiring Landlord's consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined below) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent and Tenant's Electrical Charge under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent Rent, Tenant's Electrical Charge and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the Assignment or Subletting Costsspace, and seventy-five fifty percent (7550%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, "Leasehold Profit" shall be the amounts (if any) to be paid by Tenant to Landlord pursuant value allocated to the preceding sentence shall be separately calculated leasehold. between the parties to the assignment or sublease, but in no event less than the excess of the present value of the fair market rent of the Premises for each sublease the remaining term of this Lease after such assignment or sublease, over the Monthly Rent, Tenant's Electrical Charge and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other subleaseAdditional Rent payable hereunder for such remaining term, as reasonably determined by Landlord.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting requiring Landlord's ’s consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture recapture, on a straight line amortized basis over the term of the sublease or assignment, (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid incurred by Tenant in connection with such assignment or subletting subletting, not to exceed $2,500.00 for any single assignment or sublease (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills, with appropriate redactions as needed) and (iii) any improvement allowance allowance, construction costs, or construction costs other market concessions or inducements incurred by Tenant in connection with the assignment or sublease (collectively the "“Assignment or Subletting Costs"”), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's ’s execution of Landlord's ’s consent to the assignment or sublettingsubletting (or, if later, ninety (90) days following the commencement date of the assignment or sublease), a reasonably detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the incremental amount, on an amortized basis, of the Assignment or Subletting Costs, and seventy-five fifty percent (7550%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's ’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c. shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease. Upon Landlord’s request, Tenant shall provide Landlord with a detailed written statement of all sums payable by the assignee or subtenant to Tenant so that Landlord can determine the total sums, if any, due from Tenant to Landlord under this Paragraph 13.c.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting Landlord's consentsublease (except to the extent covered under Paragraph 13.h. below), Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease sublease, and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture recapture, on a straight line amortized basis over the term of the sublease or assignment, (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), and (ii) reasonable legal fees paid incurred by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) ), and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease and (iv) any free rent concessions given to the subtenant or assignee by Tenant (collectively the "“Assignment or Subletting Costs"”), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's ’s execution of Landlord's ’s consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the incremental amount, on an amortized basis, of the Assignment or Subletting Costs, and seventy-five fifty percent (7550%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's ’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c. shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease. Upon Landlord’s request, Tenant shall provide Landlord with a detailed written statement of all sums payable by the assignee or subtenant to Tenant so that Landlord can determine the total sums, if any, due from Tenant to Landlord under this Paragraph 13.c.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether but excluding an assignment or not requiting Landlord's consentsublease to an Affiliate pursuant to Paragraph 13.g. below, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture recapture, on an amortized basis over the term of the sublease or assignment (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days following the effective date of Landlord's execution of Landlord's consent to the assignment or sublettingthe commencement of the term of the sublease, as applicable, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the incremental amount, on an amortized basis, of the Assignment or Subletting Costs, and seventy-five fifty percent (7550%) of the then remaining sum shall be paid promptly monthly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c., shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting requiring Landlord's ’s consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five percent (75%) of any consideration (including, without limitation, payment for leasehold improvements and any "an “Leasehold Profit" ” as defined below) in excess of the Assignment or Subletting Costs (as defined an amortized as set forth below) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, Tenant shall pay to Landlord on a monthly basis seventy-five percent (75%) of the excess of the amount of rent and other consideration paid for the sublet space by the subtenant over the amount of Monthly monthly Base Rent and Operating Expenses payable under Paragraph 5 above this Lease and Additional Rent under Paragraph 7 above Assignment or Subletting Cos (amortized as set forth below), attributable to the sublet space for the corresponding month; except that Tenant may first recapture (i) any . “Assignment or Subletting Costs” shall mean, on an amortized basis over the term of the sublease or assignment, an brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) Tenant’s reasonable legal fees costs of advertising the space for sublease or assignment, and any improvement allowance paid by Tenant in connection with such assignment to the subtenant or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually assignee or any improvement costs paid by Tenant, which evidence shall include copies of Tenant solely to prepare the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with space for the assignment or sublease (collectively the "Assignment or Subletting Costs")sublet, provided that, as a condition to Tenant recapturing deducting the Assignment or Subletting Costs, Costs Tenant shall provide to Landlord, within ninety sixty (9060) days of Landlord's ’s execution of Landlord's Xxxxxxxx’s consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect “Leasehold Profit” shall be the foregoingvalue allocated to the leasehold between the parties to the assignment or sublease, Tenant shall deduct from but in no event less than the monthly amounts received by Tenant from excess of the subtenant present value of the fair market rent of the Premises for the remaining term of this Lease after sue assignment or assignee as rent or consideration (i) sublease, over the Monthly Rent and Additional Base Rent payable hereunder for such remaining term, as reasonable determined by Tenant to Landlord for the subject space and (ii) the Assignment or Subletting Costs, and seventy-five percent (75%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's ’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by direct any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same directly to LandlordLandlord the amounts due to it pursuant to this Section 14.c. on account of such sublease assignment. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Section 14.c. shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting requiring Landlord's ’s consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease sublease(which shall in no event be deemed to be less than the “Leasehold Profit”, as defined below) and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) consideration, the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the Assignment or Subletting Costsspace, and seventy-five fifty percent (7550%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's ’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c., shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease. “Leasehold Profit” shall be the value allocated to the leasehold between the parties to the assignment or sublease, but in no event less than Landlord’s reasonable determination of (i) in the case of an assignment, the excess of the present value of the fair market rent of the Premises for the remaining term of this Lease after such assignment, over the present value of the Monthly Rent payable hereunder for such remaining term or (ii) in the case of a sublease, the excess of the present value of the fair market rent of the Premises for the term of the sublease, over the present value of the Monthly Rent payable hereunder for such term. Upon Landlord’s request, Tenant shall provide Landlord with a detailed written statement of all sums payable by the assignee or subtenant to Tenant so that Landlord can determine the total sums, if any, due from Tenant to Landlord under this Paragraph 13.c.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether other than an assignment or not requiting Landlord's consentsublease pursuant to Paragraph 13.g. below, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture (i) recapture, on an amortized basis over the term of the sublease or assignment, any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees marketing costs paid by Tenant in connection with the subletting or assignment, reasonable attorneys fees in connection with the subletting or assignment, any improvement allowance paid by Tenant to the subtenant or assignee and any improvement costs incurred by Tenant specifically to prepare the space for such assignment or subletting (provided that Tenant which costs shall submit exclude, without limitation, all costs of the Initial Alterations pursuant to Landlord evidence reasonably acceptable to Landlord of such legal fees actually Paragraph 4 above, whether paid by TenantTenant or Landlord), which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of accouxxxxx xx the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space for the corresponding month, and (ii) the incremental amount, on an amortized basis, of the Assignment or Subletting Costs, and seventy-five fifty percent (7550%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c., shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether except with respect to an assignment or not requiting Landlord's consentsublease pursuant to Paragraph 13.g., Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined below) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture recapture, on an amortized basis over the term of the sublease or assignment, together with interest on the unamortized balance at a rate per annum equal to three (3) percentage points over the Treasury Rate charged as of the commencement date of such assignment or sublease (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies not exceed One Thousand Five Hundred Dollars ($1,500.00) for an assignment of the applicable attorney billsLease and shall not exceed Seven Hundred Fifty Dollars ($750.00) for any single sublease) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs theretofore incurred by Tenant and supporting documents, such as receipts and construction invoices, and within one-hundred eighty (180) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of all Assignment or Subletting Costs to be taken into account hereunder and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the Assignment or Subletting Costs, and seventy-five percent (75%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.the

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether sublease (excluding an assignment or not requiting Landlord's consent, sublease to an Affiliate) Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture recapture, on an amortized basis over the term of the sublease or assignment (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) Tenant's reasonable legal fees advertising and marketing expenses paid by Tenant in connection with such the assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenantsubletting, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant Tenant, or other out-of-pocket concessions made by Tenant, in connection with the assignment or sublease and (iv) Tenant's reasonable attorneys fees incurred in connection with the assignment or sublease, plus the fees paid by Tenant under Paragraph 13.b. above (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the incremental amount, on an amortized basis, of the Assignment or Subletting Costs, and seventy-five fifty percent (7550%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.c. shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether other than an assignment or not requiting Landlord's consentsublease pursuant to Section 14.g. below, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five percent (75%) of any consideration (including, without limitation, payment for leasehold improvements and any "“Leasehold Profit" ” as defined below) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five percent (75%) of the excess of the amount of or rent paid for the sublet space by the subtenant over the amount of Monthly Base Rent under Paragraph Section 4 above and Operating Expenses under Section 5 above and Additional Rent under Paragraph 7 above Assignment or Subletting Costs (amortized as set forth below), attributable to the sublet space for the corresponding month; except that Tenant may first recapture (i) any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the ". “Assignment or Subletting Costs")” shall mean, on an amortized basis over the term of this Lease, the Excess Cost (as defined in Exhibit B attached hereto) paid by Tenant for the Tenant Improvements, excluding such of the Excess Cost as shall be attributable to the Above Standard Tenant Improvements, or the items and/or costs described in Paragraphs 1.f.ii. and 1.f.iii.C. of Exhibit B attached hereto, provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant and Landlord shall provide have agreed in writing as to Landlord, the amount thereof with respect to the Building F Premises within ninety thirty (9030) days of Landlord's execution the Commencement Date and as to the amount thereof with respect to the Building E Premises within thirty (30) days after the Tenant Improvements therein shall have been Substantially Completed. “Leasehold Profit” shall be the value allocated to the leasehold between the parties to the assignment or sublease, but in no event less than the excess of the present value of the fair market rent of the Premises for the remaining term of this Lease at the time of such assignment or sublease, over the Base Rent payable hereunder for such remaining term, as reasonably determined by Landlord and communicated to Tenant at the time of Landlord's ’s consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the Assignment or Subletting Costs, and seventy-five percent (75%) of the then remaining sum shall be paid promptly to Landlordsublease. Upon Landlord's ’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by direct any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same directly to LandlordLandlord the amounts due to it pursuant to this Section 14.c. on account of such sublease or assignment. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Section 14.c. shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting requiring Landlord's consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five percent (75%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined below) paid by the assignee or subtenant for the assignment or sublease and, in the case of a sublease, seventy-five percent (75%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture (i) recapture, on an amortized basis over the term of the sublease or assignment, any brokerage commissions paid by Tenant in connection with the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit not to Landlord evidence reasonably acceptable to Landlord exceed the lesser of such legal fees actually paid by Tenant, which evidence shall include copies (x) $2,500 or (y) $0.35 per rentable square foot of the applicable attorney billssublet or assigned space) and (iii) any improvement allowance or construction costs incurred paid by Tenant in connection with to the assignment subtenant or sublease assignee (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of LandlordXxxxxxxx's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space and (ii) the incremental amount, on an amortized basis, of the Assignment or Subletting Costs, and seventy-five percent (75%) of the then remaining sum shall be paid promptly to Landlord. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease.to

Consideration to Landlord. In the event of any assignment or ------------------------- sublease, whether or not requiting requiring Landlord's ’s consent, Landlord shall be entitled to receive, as additional rent hereunder, seventy-five fifty percent (7550%) of any consideration (including, without limitation, payment for leasehold improvements and any "Leasehold Profit" as defined belowimprovements) paid by the assignee or subtenant for the assignment or sublease sublease, less any reasonable and documented brokerage fees and legal costs and expenses paid by Tenant solely with respect to such assignment or sublease, and, in the case of a sublease, seventy-five fifty percent (7550%) of the excess of the amount of rent paid for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may first recapture (i) Rent, less any brokerage commissions documented and reasonable costs and expenses paid by Tenant in connection solely with the subletting or assignment (not respect to exceed commissions typically paid in the market at the time of such subletting or assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to Landlord, within ninety (90) days of Landlord's execution of Landlord's consent to the assignment or subletting, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as receipts and construction invoicessublet. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant from the subtenant or assignee as rent or consideration consideration, (i1) the Monthly Rent and Additional Rent payable by Tenant to Landlord for the subject space space, and (ii2) any documented and reasonable costs and expenses paid by Tenant solely with respect to such sublet, amortized on a straight line basis over the Assignment term of such assignment or Subletting Costssublease, and seventy-five percent (75%) of the then remaining sum such amount shall be paid promptly to LandlordLandlord each month at the time Monthly Rent is paid. Upon Landlord's ’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord, Landlord and shall direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence this Paragraph 13.d. shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration pertaining to or due under any other sublease. In the event of an assignment, Monthly Rent and Additional Rent shall be paid directly to Landlord, at Landlord’s option.