Common use of Recapture Clause in Contracts

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.

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

Recapture. Except for transfers under Article 16(B(a) above, Landlord shall notify Tenant within thirty (30) days from Upon the submission written request of the aforesaid information Facility Agent, the Shipowner shall pay to the applicable Lender, such amounts as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises sufficient (in the case reasonable judgment of an assignmentsuch Lender) to compensate such Lender for any loss, expense or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party liability (including, without limitation, any loss, expense or liability incurred by reason of the proposed assignee liquidation or subtenant redeployment of Tenantdeposits from third parties or in connection with obtaining funds to make or maintain any Disbursement) which such Lender reasonably determines is attributable to: (i) any failure to make scheduled payments on a Payment Date or any payment due in connection with any Redemption; or (ii) any failure by the Shipowner to borrow any advance for which a Certificate Authorizing Disbursement has been issued; or (iii) any revocation of a notice of prepayment given pursuant to Section 4.03(a); or (iv) subject to the provisions of Section 4.03(c), any prepayment of the Floating Rate Note (including, without limitation, due to the issuance of any fixed rate notes) other than on an Interest Payment Date after giving five Business Days prior written notice to such Lender, the Facility Agent, and the Indenture Trustee. (b) Without prejudice to any other provision hereof (and at the Shipowner's expense), such Lender shall use such reasonable efforts as it shall determine in its sole discretion to minimize any loss, expense or liability to Tenantthe extent possible. (c) With respect to the Shipowner's obligations under Section 4.04(a)(iv), if the Shipowner shall at any time notify the Facility Agent and the applicable Lender of its intention to pursue any such prepayment, the Facility Agent and the applicable Lender shall reasonably cooperate with the Shipowner in assessing and quantifying any loss, expense or liability the Lender may incur in connection with a prepayment under the circumstances described in Section 4.04(a)(iv), so that the Shipowner may make an informed decision as to the cost to it of any such prepayment. Any information provided to the Shipowner by the Lender pursuant to this Section 4.04(c) is understood by the parties to be an estimate of the costs of prepayment only and shall not be binding in the determination of such costs pursuant to Section 4.04(a)(iv).

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from have the submission of the aforesaid information additional right to terminate this Lease as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing that portion of the Premises which the Tenant seeks to assign, or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects a sublease, to cancel the suspend this Lease as to that portion of the Premises and for that portion thereof that of the Term which the Tenant had wished seeks to sublet. The Landlord may exercise such right to terminate or suspend by giving written notice to Tenant at any time on or before the date by which the Landlord notifies Tenant whether it consents to a proposed assignment or sublease. In either If the Landlord exercises such event Tenant right to terminate or suspend, such termination or suspension shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request become effective on the date set forth in a notice from the Landlord’s written notice, which shall in no event be sooner than fifteen (15) days prior to, or later than fifteen (15) days following, the effective date of the proposed assignment or sublease as set forth in the Tenant’s request for the Landlord’s consent; provided that if the Tenant has failed to request such consent, then the effective date of any termination or suspension by the Landlord in accordance with pursuant to this Article 10.2 shall be on any date specified by the provisions Landlord which is reasonably determined to be the date which would have been necessary to get the space ready for possession by the Tenant’s proposed subtenant or assignee. Upon any termination of this Lease relating pursuant to the surrender of the Premises. If this Lease shall be canceled as Article 10.2, whether with respect to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, all or the applicable any portion of the Premises, Tenant shall have no further obligation under this Lease with respect to all or such portion of the Premises, as the case may be, for the period following the termination; provided that the Tenant shall remain liable to the Landlord for obligations which arose prior to the termination. Upon any other party (includingsuspension of this Lease pursuant to this Article 10.2, without limitationwhether with respect to all or any portion of the Premises, Tenant shall have no obligations to Landlord with respect to all or such portion of the Premises, as the case may be, for the period of such suspension but shall remain liable for all obligations which arose prior to the effective date of the suspension, and shall again become liable for all obligations arising after the expiration of the suspension. Notwithstanding the foregoing, if Landlord shall exercise its right to terminate or suspend this Lease by giving written notice pursuant to this Article 10.2, the proposed assignee Tenant may rescind its request for an assignment, or subtenant subletting, by giving the Landlord written notice of Tenant)such decision within fifteen (15) days of the Landlord’s written notice of termination or suspension, without any liability to Tenantand upon such rescission the termination or suspension of this Lease by the Landlord shall be null and void.

Recapture. Except for transfers under Article 16(BIf Tenant proposes to assign this Lease to a party which is not or which does not propose to operate a permitted use or is not qualified to do so, or to whom Tenant proposes to transfer the extension option set forth in Exhibit G to an assignee (which is not an Affiliate of Tenant or a surviving entity) abovein accordance with the provisions of this Lease, Landlord shall notify may, at its option and in its sole discretion, exercisable upon written notice to Tenant within thirty (30) days from the submission after Landlord's receipt of the aforesaid information as notice from Tenant set forth in Section 16.2 above, elect to Landlord’s choicerecapture the Premises and terminate this Lease. If Tenant proposes to sublease all or part of the Premises to a party which does not intend to use the Premises for a permitted use, Landlord may, at Landlord’s its option and in its sole discretion, exercisable upon written notice to Tenant within thirty (30) days after Landlord's receipt of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that notice from Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating Section 16.2 above, elect to the surrender of the Premises. If this Lease shall be canceled as to a recapture such portion of the Premises onlyas Tenant proposes to sublease and, the Rent payable upon such election by Tenant hereunder Landlord, this Lease shall be abated proportionately according terminate as to the ratio that the area of the portion of the Premises surrendered bears to recaptured. In the area event a portion only of the Premises immediately prior to such surrenderis recaptured, the rent payable under this Lease shall be proportionately reduced. If Tenant shall, however, elect to rescind its notice of assignment or sublease, pursuant to written communication to Landlord given within fifteen (15) days after Tenant's receipt of Landlord's notice of recapture, then Landlord shall cancel this Lease, Landlord may relet not have the Premises, or said right of recapture with respect to the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantnotice so rescinded.

Recapture. Except Notwithstanding anything to the contrary contained in this Article 8, and except for transfers under Article 16(B) abovea Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall notify Tenant within thirty (30) days from have the submission of the aforesaid information as option to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under terminate this Lease and provided further that Landlord shall be entitled with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord elects will or will not exercise its option to cancel terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed Transfer. If Landlord terminates this Lease with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the Premises, or partitions facing the portion thereof which is remaining Premises retained by Tenant; (ii) the subject of Tenant’s request Monthly Base Rent shall be adjusted based on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the rentable area of the Premises immediately prior retained by Tenant, (iii) Tenant’s share of Escalations shall be equitably adjusted; and (iv) this Lease as so amended shall continue thereafter in full force and effect (upon request of either party, the parties shall execute written confirmation of the same). In the event of such termination, Landlord shall have the right to enter into a direct lease with the Transferee on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, any claims for compensation or profit related to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantlease.

Recapture. Except for transfers under Article 16(B) aboveIf Tenant proposes to assign its interest in this Lease or sublet all or any part of the Leased Premises, Landlord shall notify may, at its option, upon written notice to Tenant within thirty (30) days from the submission after Landlord's receipt of the aforesaid information as specified in Article 19.3 above, elect to Landlord’s choice, at Landlord’s sole discretion, recapture all or any portion of the following options: Leased Premises, and within sixty (160) That Landlord consents days after notice of such election has been given to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under Tenant, this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease terminate as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the PremisesLeased Premises recaptured. If this Lease shall be canceled as to all or a portion of the Leased Premises onlyis recaptured by Landlord pursuant to this Article 19.4, Tenant shall promptly execute and deliver to Landlord a termination agreement setting forth the Rent payable by Tenant hereunder shall be abated proportionately according termination date with respect to the ratio that Leased Premises or the area of the recaptured portion of the Premises surrendered bears to Leased Premises, and prorating the area of the Premises immediately prior Annual Basic Rent, Additional Rent and other charges payable under this Lease to such surrenderdate. If Landlord shall cancel this Leasedoe not elect to recapture as set forth above, Landlord Tenant may relet then after enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents to such assignment or sublease pursuant to this Article 19, and provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease,(c)there is not in existence an Event of Default as of the effective date of the assignment or sublease, (d) there have been no material changes with respect to the financial condition of the proposed subtenant or assignee or the applicable portion of business such party intends to conduct in the Leased Premises, to any other party aid (including, without limitation, e) a fully executed original of such assignment or sublease providing for an express assumption by the proposed assignee or subtenant of Tenant)all of the terms, without any liability covenants and conditions of this Lease is promptly delivered to TenantLandlord.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within Within thirty (30) days from the submission of the aforesaid information as to Landlord’s choicereceipt of a Transfer Notice and all information specified in Section 27.2 above, Landlord may, at Landlord’s its option, in its sole and absolute discretion, by Notice to Tenant, elect to: (a) in the case of the following options: a proposed Sublease, either: (1i) That Landlord consents to a subleasing of sublease the Premises or assignment the portion thereof proposed to be sublet by Tenant at a rental rate per square foot equal to the lesser of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due per square foot rental rate under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or the proposed Sublease or (3ii) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of terminate this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the PremisesPremises subject to the proposed Sublease, or (b) in the portion thereof which is the subject case of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions proposed Assignment, either: (i) take an assignment of this Lease relating upon the same terms as those offered to the surrender proposed assignee or (ii) terminate this Lease in its entirety. If Landlord does not respond to Tenant’s Transfer Notice thirty (30) days of Landlord’s receipt of a Transfer Notice, and all information specified in Section 27.2 above, Tenant shall transmit a second Transfer Notice and Landlord shall have fifteen (15) days following Landlord’s receipt of such second Transfer Notice to make an election pursuant to Section 27.3. If Landlord elects to proceed pursuant to clause (a)(i) or (b)(i) above, any payment by Landlord to Tenant pursuant to such clause shall not exceed the Premisesamount which Tenant would have received pursuant to Section 27.5.2 below if Landlord had elected to consent to the proposed Sublease or Assignment. If this Lease shall be canceled terminated with respect to the entire Premises, the Term shall end on the proposed Transfer Date as to a portion if that date had been originally fixed in this Lease for the expiration of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderTerm. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable recaptures only a portion of the Premises, the Rent during the unexpired Term and Tenant’s Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises (or portion thereof) are recaptured pursuant to this Section 27.3 and rented by Landlord to the proposed tenant or any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenanttenant.

Recapture. Except for transfers Affiliated Transfers under Article 16(B) above, Landlord shall notify Tenant within thirty fifteen (3015) business days from the submission of the aforesaid information as to Landlord’s 's choice, at Landlord’s 's sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any the Excess Income, Income (as hereinafter defined, obtained by Tenant from such subletting or assignment); or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consentany reason permitted hereunder; or (43) Provided Tenant proposes to (i) assign this Lease Lease, or (ii) to sublease any portion of the Premises, which portion, when combined with any other portion of the Premises previously sublet would equate, in the aggregate, to more than 66 sixty-seven (67%) percent of the PremisesPremises being under sublease, or (iii) if the remaining term of the Lease is 36 months or less, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s 's request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the PremisesPremises on a date specified in Landlord's notice no sooner than the effective date of Tenant's proposed transfer. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.

Recapture. Except for transfers under Article 16(B) aboveIn addition to, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall notify Tenant within thirty (30) days from have the submission of the aforesaid information as to Landlord’s choiceoption, at Landlord’s in its sole discretion, of in the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) event of any Excess Income, hereinafter defined, obtained by Tenant from such proposed subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under to terminate this Lease (excepting only any unpaid rentals Lease, or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects a proposed subletting of less than the entire Premises, to cancel the Lease as to recapture the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the PremisesPremises to be sublet, as of the date the subletting or the portion assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof which is the subject within 60 days following Landlord’s receipt of Tenant’s request on the date set forth in a written notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premisesand accompanying information as required above. If this Lease shall be canceled terminated with respect to the entire Premises pursuant to this Section, the Term shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent during the unexpired Term shall a▇▇▇▇ proportionately. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant. In the event of the recapture of a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according Landlord pursuant to the ratio that terms of this Paragraph, Tenant shall pay all costs associated with the area separation of the recaptured premises from the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Leasenot recaptured, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, but without limitation, the proposed assignee or subtenant cost of Tenant)all demising partitions, without any liability to Tenantchanges in lighting and HVAC Systems and all reasonable architectural and/or engineering fees.

Recapture. Except for transfers under Article 16(B) aboveNotwithstanding anything to the contrary contained in this Article, Landlord shall notify have the option, by giving notice to Tenant within thirty (30) days from after receipt of Tenant’s notice of any proposed Transfer, to recapture the submission Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space, as the case may be, as of the aforesaid information date stated in Tenant’s notice as to Landlord’s choice, the effective date of the proposed Transfer (or at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16option, such notice shall cause the Transfer to specify precisely be made to Landlord or its agent or nominee, in which case the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant parties shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premisesexecute reasonable Transfer documentation promptly thereafter). If this Lease shall be canceled as with respect to a portion of less than the Premises onlyentire Premises, the Rent payable herein shall be prorated on the basis of the number of rentable square feet retained by Tenant hereunder shall be abated proportionately according in proportion to the ratio that the area number of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet rentable square feet contained in the Premises, this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party the parties shall execute written confirmation of the same. Tenant shall surrender and vacate the Subject Space when required hereunder in accordance with Article 23, and any failure to do so shall be subject to Article 24. Notwithstanding the foregoing to the contrary, Landlord’s recapture rights hereunder shall not apply with respect to any sublease: (a) to a Tenant Affiliate as hereinafter defined, or (b) to a non-Tenant Affiliate where Tenant is not, and will not as a result of such sublease, be subleasing more than thirty percent (30%) of the applicable portion rentable area of the Premises, in the aggregate, to non- Tenant Affiliates, unless: (i) the sublease for a non-Tenant Affiliate is for a term that will be in effect during all or most of the remainder of the then current term of this Lease, or (ii) fewer than twelve (12) months will then remain in the Term on the commencement date of such sublease for the non-Tenant Affiliate. The term “ Tenant Affiliate “ as used herein shall mean any other party which directly or indirectly: (includingi) wholly owns or controls Tenant, without limitation(ii) is wholly owned or controlled by Tenant, the proposed assignee or subtenant (iii) is under common ownership or control with Tenant, or (iv) into which Tenant is merged, consolidated or reorganized, or to which all or substantially all of Tenant), without any liability to Tenant’s assets are sold.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify If Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes desires to assign this Lease or enter into any sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in other than with a Permitted Transferee), Landlord shall have the case of an option to terminate this Lease (upon a proposed assignment) or that exclude from the Premises covered by this Lease the space proposed to be sublet by Tenant, effective as of the proposed assignment date or commencement date of sublease of said space by Tenant. Landlord elects to cancel may exercise said option by giving Tenant written notice within twenty (20) days after receipt by Landlord of Tenant’s notice of the Lease as to the portion thereof that Tenant had wished to proposed assignment or sublease. In either such event If Landlord exercises said option, Tenant shall surrender possession of the Premises, Premises (upon a proposed assignment) or the portion thereof which is the subject of Tenant’s request proposed sublease space to Landlord on the effective date set forth in a notice of termination or exclusion of said space from Landlord in accordance the Premises covered by this Lease, and neither party hereto shall have any future rights or liabilities with the provisions of this Lease relating respect to the surrender Premises (upon a proposed assignment) said or proposed sublease space under this Lease, except that Tenant shall remain liable for accrued liabilities and defaults. Effective as of the Premises. If this Lease shall be canceled as to a date of termination or exclusion of any portion of the Premises onlycovered by this Lease pursuant to this paragraph, (i) the Rent payable by Tenant hereunder shall be abated proportionately according in full (upon termination due to a proposed assignment) or reduced in the ratio that same proportion as the area number of square feet of Rentable Area contained in the portion of the Premises surrendered so excluded bears to the area number of square feet of Rentable Area contained in the Premises immediately prior to such surrenderexclusion, and (ii) in the case of exclusion due to a proposed sublease, the Rentable Area of the Premises specified in Section 1.01J shall be decreased by the number of square feet of Rentable Area contained in the portion of the Premises so excluded, for all purposes under this Lease. Alternatively, if Tenant desires to enter into any sublease of the Premises (other than with a Permitted Transferee), Landlord shall have the option, in Landlord’s discretion in lieu of its option in the first paragraph of this Section 8.02, to sublet from Tenant the area Tenant desires to sublease (“Leaseback Area”). If Landlord desires to exercise such option, it must notify Tenant of such election within twenty (20) days after Landlord’s receipt of Tenant’s notice of the proposed sublease. If Landlord exercise such option, Tenant automatically shall cancel be deemed to have subleased the Leaseback Area to Landlord (“Backleasing” or “Backlease”) for the term (“Backlease Term”) of the proposed sublease referred to in Tenant’s notice to Landlord, at a sublease rent equal to the lesser of (on a per square foot basis) (a) Rent hereunder, or (b) the rent specified in the sublease proposed by Tenant. All other terms and conditions of this LeaseLease shall remain applicable to the Leaseback Area, except such as by their nature or purport are inapplicable or inappropriate to such Backleasing, or are inconsistent with the further provisions of the following subsections of this paragraph, which further provisions shall be deemed to be part of the terms, covenants, and conditions of such Backleasing: (i) Landlord shall have the unqualified and unrestricted right, without Tenant’s permission or consent, to underlet the Leaseback Area in whole or in part to any person or entity, including Tenant’s proposed subtenant, for any period or periods of time not extending beyond one (1) day before the expiration of the Backlease Term, at such rentals and on such terms and conditions (including any alterations required to render the Leaseback Area suitable for occupancy by an undertenant of Landlord) as Landlord shall determine. Landlord may underlet the Leaseback Area or parts thereof separately or in combinations, as Landlord deems appropriate. The Backlease may be assigned by Landlord to any person, including Tenant’s proposed subtenant, without Tenant’s consent, but such assignment shall not be effective unless the transferee executes and delivers to Tenant a written agreement assuming all of Landlord’s obligations under the Backlease. At the expiration or sooner termination of the Backlease Term, Landlord may relet shall have no obligations to restore or alter or improve the Premises, Leaseback Area; (ii) Tenant shall furnish to Landlord or the applicable portion of the Premises, to any other party (including, without limitation, the proposed its assignee or subtenant under the Backlease any consents or approvals requested under the Backlease so long as (a) Landlord furnishes such consents or approvals to Tenant and, (b) Tenant incurs no expense by reason of Tenant)any such consent or approval; and (iii) Landlord and Tenant expressly negate any intention that any estate created by or under the Backlease shall be merged with any other estate held by either of them. At the request of either party, without Landlord and Tenant shall mutually execute, acknowledge, and deliver an instrument or instruments of sublease and/or assignment to confirm and separately set forth the rent, terms, conditions and other provisions of the Backleasing or any liability to TenantLeaseback Area as may be appropriate.

Recapture. Except for transfers under Article 16(B) above, If Landlord shall notify Tenant within thirty (30) days from elects to terminate the submission Lease as to a portion of the aforesaid information as Premises pursuant to Landlord’s choiceParagraph 9(c), the following terms and conditions shall apply: (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities within the Building (including, at Landlord’s sole discretion's election and as reasonable under the circumstances, by the designation of "building common areas" as appropriate for the following options:use of and access to the recaptured space, including provision of any utilities and services for such recaptured space). (1ii) That Landlord consents to a subleasing Tenant's Share shall be modified based on the remaining Rentable Area of the Premises or assignment divided by the total rentable area in the Building, as determined by Landlord in its reasonable discretion. (iii) Tenant's Minimum Parking shall be reduced by multiplying the number of parking spaces included in Tenant's Minimum Parking by a fraction, the numerator of which shall be the remaining Rentable Area of the Premises and the denominator of which shall be the Rentable Area of the entire Premises as of the Delivery Date (determined as provided in the Basic Lease Information), (iv) If after giving effect to such replacement tenant provided that termination Tenant shall remain fully liable continues to lease seventy-five percent (75%) or less of the Building, Tenant's rights with respect to any monument or other Project signage and the roof space (for all of its obligations and liabilities under this Lease and provided further that Landlord Satellite Antennae) shall be entitled reduced in the same proportion as the Minimum Parking. (v) At any time after Landlord elects to recapture any portion of the Premises, Landlord may elect, by delivery of written notice to Tenant, to assume Tenant's maintenance obligations for the Building Systems under Paragraph 7(b)(ii). In addition, at any time after Landlord has elected to recapture, in the aggregate, more than fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Tenant may elect, by delivery of written notice to Landlord, to cause Landlord elects to cancel assume Tenant's maintenance obligations for the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderBuilding Systems under Paragraph 7(b)(ii). If Landlord shall cancel this Lease, Landlord may relet assumes Tenant's maintenance obligations for the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.Building

Recapture. Except for transfers under Article 16(B(a) above, If Landlord shall notify exercises its option to terminate this Lease in the case where Tenant within thirty (30) days from the submission desires either to assign this lease or sublet all or substantially all of the aforesaid information Premises, then, this Lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, as if such date were the Termination Date, and the Base Rent and Additional Rent shall be paid and apportioned to Landlord’s choice, at Landlord’s sole discretion, of the following options:such date. (1b) That If Landlord consents exercises its option to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under have this Lease and provided further that Landlord shall be entitled assigned to fifty percent it (50%or its designee) of any Excess Income, hereinafter defined, obtained by in the case where Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes desires either to assign this Lease or sublease more than 66 percent to sublet all or substantially all of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event then Tenant shall surrender possession of the Premises, assign this Lease to Landlord (or the portion thereof which is the subject of TenantLandlord’s request designee) by an assignment in form and substance reasonably satisfactory to Landlord. Such assignment shall be effective on the date set forth in a notice the proposed assignment was to be effective or the date the proposed sublease was to commence, as the case may be, as if such date were the Termination Date, and the Base Rent and Additional Rent shall be paid and apportioned to such date. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in accordance connection with the provisions of this Lease relating to the surrender of the Premisesany such assignment. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant was to receive any consideration or concessions from Tenant in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee). (c) If Landlord exercises its option to terminate this Lease with respect to the space covered by Tenant’s proposed sublease in any case where Tenant desires to sublet part of Tenantthe Premises, then (a) this Lease shall end and expire with respect to such part of the Premises on the date that the proposed sublease was to commence as if such date were the Termination Date with respect to such part of the Premises; (b) from and after such date the Base Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises; (c) the Allowance shall be reduced to the extent same was not utilized with respect to such portion of the Premises being terminated, (d) the amount of the abated Base Rent set forth in Section 1.06 that has not been utilized shall be proportionately reduced (for example, and without limitation, if 20% of the rentable area of the Premises is terminated as of the Commencement Date, there will be a 20% reduction in the amount of abated Base Rent), and (e) Tenant shall pay to Landlord, within 30 days of demand, together with reasonable supporting documentation, as Additional Rent hereunder, the costs incurred by Landlord in physically separating such part of the Premises from the balance of the Premises and in complying with any laws and requirements of any public authorities relating to such separation. (d) If Landlord exercises its option to sublet the Premises or the portion(s) of the Premises which Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be at the lower of (i) the rental rate per rentable square foot of Base Rent and Additional Rent then payable pursuant to this Lease or (ii) the rentals set forth in the proposed sublease, and shall be for the same term as that of the proposed subletting, and: (i) The sublease shall be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this section; (ii) Such sublease shall be upon the same terms and conditions as those contained in the proposed sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this section; (iii) Such sublease shall give the subtenant the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any liability interest therein and/or to sublet the space covered by such sublease or any part or parts of such space and to make any and all changes, alterations, and improvements in the space covered by such sublease; (iv) Such sublease shall provide that any assignee or further subtenant of Landlord or its designee, may, at the election of Landlord, be permitted to make alterations, decorations and installations in such space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in such space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to such space so sublet caused by such removal and Tenant shall not, in any event, be obligated to remove any alterations, decorations and installations made by Landlord or its designee or any subtenant or assignee thereof; and (v) Such sublease shall also provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant, at Tenant’s expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from such space so sublet by Tenant to Landlord or its designee, (iv) Landlord, at Tenant’s expense, may make such alterations as may be required or reasonably deemed necessary by Landlord to physically separate the subleased space from the balance of the Premises and to comply with any laws and requirements of public authorities relating to such separation, and that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition, subject to the obligations of the subtenant to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition. Performance by Landlord or its designee under such sublease shall be deemed performance by Tenant of a similar obligation under this lease related to such space, and any default under any such sublease shall not give rise to a default under a similar obligation in this Lease, nor shall Tenant be liable for any Default under this Lease or be deemed to be in Default hereunder if such Default is occasioned by or arises from any act or omission of the subtenant under such sublease or is occasioned by or arises from any act or omission of any occupant under or pursuant to any such sublease. (vi) To the extent not previously utilized, the amount of Base Rent to be abated under Section 1.06, and the Allowance, if any, shall be proportionately reduced.

Recapture. Except for transfers under Article 16(B) aboveIf Tenant proposes to assign its interest in this Lease or sublet all or any part of the Leased Premises, Landlord shall notify may, at its option, upon written notice to Tenant within thirty (30) days from the submission after Landlord's receipt of the aforesaid information as specified in Article 19.3 above, elect to Landlord’s choice, at Landlord’s sole discretion, recapture all or any portion of the following options: Leased Premises, and within sixty (160) That Landlord consents days after notice of such election has been given to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under Tenant, this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease terminate as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the PremisesLeased Premises recaptured. If this Lease shall be canceled as to all or a portion of the Leased Premises onlyis recaptured by Landlord pursuant to this Article 19.4, Tenant shall promptly execute and deliver to Landlord a termination agreement setting forth the Rent payable by Tenant hereunder shall be abated proportionately according termination date with respect to the ratio that Leased Premises or the area of the recaptured portion of the Premises surrendered bears to Leased Premises, and prorating the area of the Premises immediately prior Annual Basic Rent, Additional Rent and other charges payable under this Lease to such surrenderdate. If Landlord shall cancel doe not elect to recapture as set forth above, Tenant may then after enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents to such assignment or sublease pursuant to this Article 19, and provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, Landlord may relet (c) there is not in existence an Event of Default as of the effective date of the assignment or sublease, (d) there have been no material changes with respect to the financial condition of the proposed subtenant or assignee or the business such party intends to conduct in the Leased Premises, and (e) a fully executed original of such assignment or sublease providing for an express assumption by the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant)all of the terms, without any liability covenants and conditions of this Lease is promptly delivered to TenantLandlord.

Recapture. Except in connection with a Permitted Transfer, if Tenant at any time desires to transfer this Lease or any part thereof, it shall first notify Landlord in writing of its desire to do so, and if such proposed transfer is an assignment of this Lease or a sublease of all or substantially all of the Premises for transfers under Article 16(B) aboveall or substantially all of the remainder of the Term (such proposed transfer, a “Recapture Transfer”), offer Landlord the right to recapture, at the per square foot rental for the space then applicable pursuant to this Lease or the rental which Tenant proposed to obtain whichever is lower, for all or any part of the Premises which Tenant desires to assign or sublet. Tenant’s notice to Landlord shall notify specify (i) the name and business of the proposed assignee or sublessee, (ii) the amount and location of the space affected, (iii) the proposed effective date and duration of the subletting or assignment, and (iv) the proposed rental to be paid to Tenant by such sublessee or assignee. Landlord, upon receipt of such notice, and if such notice identifies a Recapture Transfer, shall have the option, to be exercised within thirty fifteen (3015) days from the submission date of the aforesaid information as receipt of such notice, to Landlord’s choice, at Landlord’s sole discretion, require Tenant to execute an assignment to Landlord of the following options: this Lease (1if Tenant desires to assign this Lease) That or a sublease to Landlord consents to a subleasing of the Premises or such portion thereof as Tenant desires to sublet with the right of Landlord to sublease to others, or anyone designated by Landlord. If in the case of a Recapture Transfer Landlord exercises such option and such assignment or sublease is at the rental specified in this Lease, Tenant shall be released of all further liability hereunder, from and after the effective date of such assignment or sublease, with respect to that portion of the Lease to Premises included therein. If Landlord does not exercise such replacement tenant provided that option within such time, or if the proposed transfer is not a Recapture Transfer, Tenant shall remain fully liable for all of its obligations and liabilities under may thereafter assign this Lease or sublet the premises involved, provided Landlord consents thereto, but at a rental not less than offered to Landlord in the notice and provided not later than one hundred twenty (120) days after delivery of the aforesaid notice unless a further that notice is given. In the event Landlord shall be entitled does not exercise its right to fifty terminate this Lease or to sublet a portion of the Premises from Tenant in the event of a Recapture Transfer and Landlord has granted its written consent, Tenant may assign this Lease or sublet all or a portion of the Premises in accordance with Landlord’s consent. Fifty percent (50%) of any Excess Income, hereinafter defined, obtained Rent accruing to Tenant as a result of such assignment or sublease which is in excess of the Rent then being paid by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with to Landlord, or in excess of the pro rata share of Rent then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee being paid by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to being sublet, after deducting therefrom any reasonable costs associated with such surrender. If Landlord shall cancel this Leasetransfer (i.e., Landlord may relet the Premisesleasing commissions, or the applicable portion of the Premisestenant improvement allowances, to attorneys fees, and any other party (including, without limitation, the proposed assignee or subtenant of Tenantincidental transaction costs), without any liability shall be paid by Tenant to TenantLandlord monthly as Additional Rent.

Recapture. Except In the event that Tenant seeks to make any Transfer for transfers under Article 16(B) abovethe entire Premises, Landlord shall notify Tenant within thirty have the right to terminate this Lease or (30i) days from on the submission of condition that the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to proposed transferee immediately enter into a subleasing direct lease of the Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s notice, or assignment (ii) so that Landlord is thereafter free to lease the Premises (or, in the case of a partial sublease, the Lease portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord. In the event Landlord elects to so terminate this Lease, then (i) if such replacement tenant provided that Tenant shall remain fully liable for all termination is conditioned upon the execution of its a lease between Landlord and the proposed transferee, Tenant’s obligations and liabilities under this Lease and provided further that Landlord shall not be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from terminated until such subletting or assignment; or (2) That upon such replacement tenant’s entering into transferee executes a mutually satisfactory new lease for the Premises with Landlord, then enters into possession and commences the payment of rent, and (ii) if Landlord elects simply to terminate this Lease (or, in the case of a partial sublease, terminate this Lease as to the portion to be so sublet), the Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (15) days after Landlord has notified Tenant in writing of such election. Upon such termination, Tenant shall be released from all any further obligations and liabilities obligation under this Lease (excepting only if it is terminated in its entirety, or shall be released from any unpaid rentals or any unperformed covenants then past due further obligation under this the Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant with respect to the express provisions of this Article 16, such notice space proposed to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (be sublet in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to a proposed partial sublease. In either such event Tenant shall surrender possession the case of a partial termination of the PremisesLease, or the portion thereof which is the subject of Base Monthly Rent and Tenant’s request on Share shall be reduced to an amount which bears the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating same relationship to the surrender original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. If this Lease Landlord and Tenant shall be canceled as to execute a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according cancellation and release with respect to the ratio that the area of the portion of the Premises surrendered bears Lease to the area of the Premises immediately prior to effect such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenanttermination.

Recapture. Except for transfers under Article 16(B) aboveIf Tenant proposes to assign this Lease to a party which is not or which does not propose to operate a permitted use or is not qualified to do so, Landlord shall notify may, at its option, exercisable upon written notice to Tenant within thirty (30) days from the submission after Landlord’s receipt of the aforesaid information as notice from Tenant set forth in Section 16.2 above, elect to Landlord’s choice, at Landlord’s sole discretion, of recapture the following options: (1) That Landlord consents Premises and terminate this Lease. If Tenant proposes to a subleasing sublease all or part of the Premises or assignment to a party which does intend to use the Premises for a permitted use, Landlord may, at its option, exercisable upon written notice to Tenant within thirty (30) days after Landlord’s receipt of the notice from Tenant set forth in Section 16.2 above, elect to recapture such portion of the Premises as Tenant proposes to sublease and, upon such election by Landlord, this Lease shall terminate as to such replacement tenant provided that Tenant shall remain fully liable for all the portion of its obligations and liabilities the Premises recaptured. In the event a portion only of the Premises is recaptured, the Rent payable under this Lease and provided further that Tenant’s Proportionate Share shall be proportionately reduced. If Tenant shall, however, elect to rescind its notice of assignment or sublease, pursuant to written demand to Landlord given within fifteen (15) days after Tenant’s receipt of Landlord’s notice of recapture, then Landlord shall be entitled to fifty percent (50%) not have the said right of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises recapture with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant respect to the express notice so rescinded. The parties hereto acknowledge and agree that the provisions of this Article 16, such notice to specify precisely the reasons are a material inducement for such refusal Landlord’s execution of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent and that Tenant’s sole purpose for executing this Lease is to obtain possession of the Premises, that Landlord elects Premises and not to cancel the Lease and recapture the Premises (engage in the case business of an assignment) or leasing and/or subleasing commercial space. The parties further acknowledge and agree that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession Landlord’s recapture of the Premises, or the any portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance thereof, as hereinabove described, shall be deemed to be reasonable and shall not violate or conflict with the provisions of this Lease relating Section 16.1 concerning Landlord’s reasonable refusal to the surrender of the Premises. If this Lease shall be canceled as consent to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderproposed transfer. If Landlord shall cancel not elect to recapture pursuant to this LeaseSection 16.4, and if Landlord shall consent to the proposed assignment or sublease, then Tenant may relet thereafter enter into the Premisesproposed assignment or sublease, provided that (i) such assignment or sublease is executed within ninety (90) days after the applicable portion date that Landlord shall grant its consent, and (ii) the terms and provisions of the Premisesexecuted assignment or sublease are the same as those presented to Landlord in the notice given by Tenant pursuant to Section 16.2 above. BY PLACING THEIR INITIALS BELOW, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.LANDLORD AND TENANT CERTIFY THAT THIS SECTION 16.4 HAS BEEN FULLY AND FREELY NEGOTIATED. CZ HZ LANDLORD TENANT

Recapture. Except for transfers under Article 16(B) aboveNotwithstanding anything to the contrary contained in this ▇▇▇▇▇▇▇▇▇ ▇▇, Landlord ▇▇▇▇▇▇▇▇ shall notify have the option, by giving written notice to Tenant within thirty (30) days from after receipt of Tenant's Notice of Proposed Transfer, to recapture the submission Subject Space if (i) the proposed Transfer, at any time during the Lease Term, applies to the entire Premises or (ii) the proposed Transfer, for which Tenant requests Landlord's consent at any time during Lease Years 13 through 15, would result in the subleasing, individually or in the aggregate (i.e., the sublease in question, together with all prior subleases then in effect), of eighty-five percent (85%) or more of the aforesaid information rentable area of the Premises. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as to Landlord’s choiceof the date stated in Tenant's Notice of Proposed Transfer as the effective date of the proposed Transfer (or, at Landlord’s sole discretion's option, of shall cause the following options: (1) That Transfer to be made to Landlord consents to a subleasing of or its agent, in which case the Premises or assignment of parties shall execute the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligationsTransfer documentation promptly thereafter); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled cancelled with respect to less than the entire Premises, the Rental reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises; Tenant's Percentage Share shall be appropriately reduced; this Lease shall be amended as reasonably required to accommodate conversion of the Building from a single tenant building to a portion of the Premises onlymulti-tenant building, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the designation of additional Common Areas to provide reasonable access for all tenants of the Building and the reallocation of maintenance and repair responsibilities with respect to the Common Areas in a manner mutually agreeable to Landlord and Tenant; and this Lease as so amended shall continue thereafter in full force and effect; and Landlord shall have the right to negotiate directly with Tenant's proposed assignee Transferee and to enter into a direct lease or subtenant of Tenant)occupancy agreement with any such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any liability claims for compensation or profit related to such lease or occupancy agreement. If Landlord and Tenant cannot mutually agree upon the amendments to this Lease reasonably required to accommodate conversion of the Building from a single tenant building to a multi-tenant building within ten (10) business days after Tenant's receipt of Landlord's recapture notice, either party may elect to submit the matter to arbitration in accordance with Paragraph 32.

Recapture. Except for transfers under Article 16(BNotwithstanding the foregoing provisions of this Article: (1) abovein the event Tenant proposes to assign or sublet all of the Demised Premises other than pursuant to Section 14.3, Landlord shall notify Tenant Landlord, at Landlord's option, may give to Tenant, within thirty (30) days from after the submission by Tenant to Landlord of the aforesaid information statement required to be submitted in connection with such assignment or subletting, or, if Tenant so requests, within thirty (30) days after Tenant notifies Landlord that Tenant wishes to undertake such assignment or subletting, but has not yet procured a proposed assignee or subtenant, a notice terminating this Lease on the date (referred to as the "Earlier Termination Date") immediately prior to Landlord’s choice, at Landlord’s sole discretion, the proposed commencement date of the following options: (1) That Landlord consents to a subleasing term of the Premises proposed assignment or assignment of subletting, as set forth in such statement, and, in the Lease to event such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under notice is given, this Lease and provided further the Term shall come to an end and expire on the Earlier Termination Date with the same effect as if it were the date originally fixed in this Lease for the end of the Term of this Lease, and the Rent shall be apportioned as of said Earlier Termination Date and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant, provided, however, that in the event Landlord shall be entitled so elect to fifty percent terminate this Lease, Tenant, upon written notice to Landlord given within twenty (50%20) days of any Excess Income, hereinafter defined, obtained receipt by Tenant from of Landlord's notice of termination, may elect to negate such subletting termination by declaring its intent not to proceed with such assignment or assignmentsubletting; or or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for in the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided event Tenant proposes to assign this Lease or sublease more than 66 percent sublet any portion of the Demised Premises, that Landlord, at Landlord's option, may give to Tenant, within thirty (30) days after the submission by Tenant to Landlord elects of the statement required to cancel be submitted in connection with such proposed assignment or subletting, a notice electing to eliminate such portion of the Lease and recapture the Demised Premises (said portion is referred to as the "Eliminated Space") from the Demised Premises during the period (referred to as the "Elimination Period") commencing on the date (referred to as the "Elimination Date") immediately prior to the proposed commencement date of the term of the proposed assignment or subletting, as set forth in such statement, and ending on the proposed expiration date of the term of the proposed assignment or subletting, as set forth in such statement, and in the case of an assignmentevent such notice is given (i) or that Landlord elects to cancel the Lease as to Eliminated Space shall be eliminated from the portion thereof that Tenant had wished to sublease. In either such event Demised Premises during the Elimination Period; (ii) Tenant shall surrender possession the Eliminated Space to Landlord on or prior to the Elimination Date in the same manner as if said Date were the date originally fixed in this Lease for the end of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions Term of this Lease relating Lease; (iii) if the Eliminated Space shall constitute less than an entire floor, Landlord, at Landlord's expense, shall have the right to make any alterations and installations in the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.Demised 7/12/95 16 21

Recapture. Except (a) Subject to the provisions of this Section, if Tenant shall at any time or times during the Term desire to sublet any space on the Ground Floor for transfers under Article 16(B) aboveretail purposes, Landlord Tenant shall notify Tenant within thirty (30) days from the submission give notice thereof to Owner, which notice shall include a description of the aforesaid information as space, the proposed sublease term and, if known, the proposed use. Owner shall have the right, within 60 days following receipt of Tenant’s notice, to Landlord’s choice, at Landlord’s sole discretion, recapture that space (but only for the proposed sublease term if that term ends prior to the last Lease Year of the following options:Term). (1b) That Landlord consents If Owner exercises its option to a subleasing recapture the space, then (i) this Lease shall expire with respect to such space on the date the proposed sublease was to commence, (ii) from and after such date, the Base Rent and all Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant remaining bears to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent total rentable area of the Premises, that Landlord elects (iii) Tenant shall pay to cancel Owner the Lease and recapture reasonable actual costs incurred by Owner in physically separating such space from the balance of the Premises and in complying with any Requirements relating to such separation, (in iv) Owner shall have the case right to use a reasonably equitable portion of an assignment) or that Landlord elects to cancel the Lease as roof (except for signs), shaft space, mechanical space and riser space, to the portion thereof extent reasonably necessary or desirable in connection with the recaptured space, (v) any retail use of that space shall be subject to Tenant’s consent, which shall not be unreasonably withheld if the use complies with the Retail Standards (as defined below), and there shall be no roll-down security gates used (unless Tenant had wished has allowed other occupants on the Ground Floor to sublease. In either use same), (vi) Owner shall pay to Tenant its prorated share of utility costs and Real Estate Taxes for the Building, if any and (vii) if the recapture is not for the entire Term, at the end of the recapture term (1) the full Base Rent and Additional Rent shall be reinstated and (2) Owner or the occupant shall restore the space in question to substantially its condition immediately prior to the recapture, reasonable wear and tear, and damage by fire or other casualty, excepted. (c) If Owner fails to exercise its option (i) the Sublease shall be subject to all of the provisions of this Article, (ii) any retail use of such event space shall be subject to Owner’s consent, which shall not be unreasonably withheld if the use complies with the Retail Standards and (iii) if Tenant fails to execute and deliver a Sublease within 270 days after the end of said 60- day period Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance again comply with the provisions of this Lease relating to the surrender Section before subletting any part of the Premises. If this Lease ground floor for retail purposes. (d) Owner’s right of recapture and the Retail Standards shall be canceled as not apply to (i) a portion Sublease to an Affiliate of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, (ii) a Sublease to any other party Person if the Person services only the occupants and guests of the occupants of the Building. If, however, Tenant desires that the Subtenant described in clause (includingii) be permitted to service others, without limitation, Tenant shall make that request of Owner (which request cannot be made prior to the proposed assignee or subtenant first annual anniversary of Tenantthe date the Subtenant opened its business in the Ground Floor for the purpose of servicing only the occupants and guests of the occupants of the Building), without and Owner shall have the right to approve the request, which approval shall not be unreasonably withheld. If Owner shall not approve the request, then the Subtenant may not service others than the occupants and guests of the occupants of the Building. If Owner shall approve the request, then the Retail Standards shall apply to that Sublease and Owner shall be paid with respect to the Sublease in question any liability sums thereafter due pursuant to TenantSection 7.5.

Recapture. Except for transfers under Article 16(B) aboveNotwithstanding anything to the contrary contained in this Article, Landlord shall notify have the option, by giving written notice to Tenant within thirty fifteen (3015) days from after receipt of Tenant's notice of any proposed Transfer, to recapture the submission of Subject Space, if (i) the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or proposed Transfer if an assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable or a sublease of the entire Premises for the balance of the Term, (ii) the term of the proposed Transfer, including all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to renewal terms, exceeds fifty percent (50%) of the balance of the Term, or (iii) the Subject Space, either by itself or when added to any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for other portion of the Premises with Landlordat the time of Tenant's notice of Transfer than subject to a sublease, then Tenant shall be released from all further obligations and liabilities under this Lease exceeds fifty percent (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant 50%) of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent rentable square feet of the Premises. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in Tenant's notice as the effective date of the proposed Transfer (or at Landlord's option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter), unless Tenant elects (and notifies Landlord in writing of such election) (the "OPTION TO VOID A RECAPTURE"), within five (5) business days after Landlord notifies Tenant that it intends to recapture the Subject Space, to void the notice of the Proposed Transfer, whereupon (i) Landlord elects to cancel shall not recapture the Subject Space, (ii) the proposed Transfer shall not occur, and (iii) the Lease and recapture the Premises (shall continue in the case of an assignment) or that Landlord elects to cancel the Lease as full force with respect to the portion thereof that Subject Space, with Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premisesoccupancy thereof. If this Lease shall be canceled as cancelled with respect to a portion of less than the Premises onlyentire Premises, the Rent payable reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant hereunder in proportion to the number of rentable square feet contained in the Premises and Tenant's Prorata Share of Taxes and Operating Expenses shall be abated proportionately according to equitably adjusted based on the ratio that rentable square feet retained by Tenant, this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the area parties shall execute written confirmation of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantsame.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify If Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes desires to assign this Lease or enter into any sublease more than 66 percent of the Premises, that Landlord elects shall have the option (a) to cancel terminate this Lease effective as of the Lease and recapture proposed effective date of the Premises (assignment or commencement date of sublease, in the case of an assignmentassignment or of a proposed sublease of all of the Premises, or (b) to exclude from the Premises covered by this Lease, the space proposed to be sublet by Tenant, in the case of a proposed sublease of less than all of the Premises, effective as of the proposed commencement date of sublease of such space by Tenant. Landlord may exercise such option by giving Tenant written notice within twenty (20) days after receipt by Landlord of Tenant’s notice of the proposed assignment or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either If Landlord exercises such event option, Tenant shall surrender possession of the Premises, Premises or the affected portion thereof which is the subject of Tenant’s request to Landlord on the effective date set forth in a notice from Landlord in accordance of termination or exclusion, and neither party hereto shall have any further rights or liabilities with the provisions of respect to such space under this Lease relating to the surrender Lease. Effective as of the Premises. If this Lease shall be canceled as to a date of exclusion of any portion of the Premises only, the covered by this Lease pursuant to this paragraph: (i) Monthly Base Rent payable by Tenant hereunder shall be abated proportionately according to reduced by the ratio that the area of Monthly Base Rent for the portion of the Premises surrendered bears to so excluded and (ii) the rentable area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet be decreased by the Premises, or number of square feet of rentable area contained in the applicable portion of the Premises, Premises so excluded and Tenant’s Proportionate Share shall be adjusted accordingly for all purposes under this Lease. There shall be no restrictions on Landlord reletting the Premises or the portion thereof so excluded to any other party (tenant, including, without limitation, the Tenant’s proposed assignee or subtenant of Tenant), without any liability to Tenantsubtenant.

Recapture. Except for transfers under Article 16(BExcluding (a) aboveany assignment or sublease contemplated in Section 10.1(e), Landlord shall notify Tenant within thirty or (30b) days from the submission any sublease of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to less than fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent Rentable Area of the Premises, that Landlord shall have the option to exclude from the Premises covered by this Lease (“recapture”) the space proposed to be sublet or subject to the assignment, effective as of the proposed commencement date of such sublease or assignment; provided, however, if Landlord elects to cancel terminate this Lease pursuant to this Section 10.2, Tenant may, within five (5) days after receipt of Landlord’s written notice of such termination (the “Notice Deadline”), withdraw ▇▇▇▇▇▇’s request for consent and this Lease shall remain in full force and effect. If Tenant does not withdraw its request for Landlord’s consent by the Notice Deadline, this Lease will terminate (or the space proposed to be subleased will be removed from the Premises subject to this Lease and recapture the Monthly Base Rent, Rentable Area of the Premises (in and Tenant’s Share shall be proportionately reduced) on the case of an assignment) date the assignment or that sublease was proposed to be effective, and Landlord may lease such space to any party, including the prospective assignee or subtenant identified by Tenant. If Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant recapture, ▇▇▇▇▇▇ shall surrender possession of the space proposed to be subleased or subject to the assignment to Landlord on the effective date of recapture of such space from the Premises, or such date being the portion thereof which is the subject Termination Date for such space. Effective as of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender recapture of the Premises. If this Lease shall be canceled as to a any portion of the Premises onlypursuant to this section, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion Monthly Base Rent, Rentable Area of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord and Tenant’s Share shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantbe adjusted accordingly.

Recapture. Except for transfers under Article 16(B(a) above, Landlord shall notify Tenant By written notice to Lessee (the "Termination Notice") within thirty twenty (3020) business days from the following submission to Lessor by Lessee of the aforesaid information as to Landlord’s choicespecified in Section 25.5, at Landlord’s sole discretion, Lessor (i) may terminate this Lease in the event of the following options: (1) That Landlord consents to a subleasing of the Premises or an assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant sublet of replacement tenant’s obligationsthe entire Leased Premises, or (ii); or (3) That Landlord declines to consent to , if such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease proposed subletting will result in more than 66 percent 50% of the Premises, that Landlord elects to cancel the Lease and recapture the entire Leased Premises being sublet (in the case of an assignment) or that Landlord elects to cancel the aggregate with any previous subleases), terminate this Lease as to the all or any portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or Leased. Any termination pursuant to clause (ii) above shall be subject to the portion thereof which is rights of any sublessees under any existing subleases provided ▇▇▇▇▇▇ has previously consented to the subject of Tenant’s request on the date set forth in a notice from Landlord sublease in accordance with the provisions terms of this Lease. In the event Lessor elects to terminate this Lease relating as to the surrender that portion of the Premises. If Leased Premises to be sublet, an amendment to this Lease shall be canceled executed whereby the description of the Leased Premises is restated and Lessee's obligations for rent and other charges are reduced in proportion to the reduction in Rentable Area of the Leased Premises caused thereby. (b) In the event that Lessor terminates this Lease or terminates this Lease as to a portion of thereof, Lessor may, if it elects, enter into a new lease covering the Premises onlyor a portion thereof with the intended assignee or sublessee on such terms as Lessor and such person may agree or enter into a new lease covering the Premises with any other person; in 40. such event, the Rent payable by Tenant hereunder ▇▇▇▇▇▇ shall not be abated proportionately according entitled to the ratio that the area of the any portion of the Premises surrendered bears to profit if any which Lessor may realize on account of such termination and reletting. From and after the area date of the Premises immediately prior to such surrender. If Landlord shall cancel termination of this Lease, Landlord may relet the Premises, parties shall have no further obligations to each other under this Lease except for matters occurring or obligations arising prior to the applicable portion date of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantsuch termination.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within Within thirty (30) days from the submission of the aforesaid information as to Landlord’s choicereceipt of a Transfer Notice, at Landlord’s sole discretionand all information specified in Section 27.2 above, and provided such Transfer Notice relates to either (i) a sublease of the following options: (1) That Landlord consents to a subleasing all or substantially all of the Premises for all or substantially all of the then remaining Lease Term, or (ii) an assignment of the Lease Lease, then, Landlord may, at its option, in its sole and absolute discretion, by Notice to such replacement tenant provided that Tenant shall remain fully liable for all Tenant, elect to: (a) in the case of its obligations and liabilities under this Lease and provided further that Landlord shall a proposed Sublease, sublease the Premises or the portion thereof proposed to be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained sublet by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into at a mutually satisfactory new lease for rental rate per square foot equal to the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due lesser of the per square foot rental rate under this Lease or any guarantee by Tenant of replacement tenant’s obligations)the proposed Sublease; or (3b) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of a proposed Assignment, take an assignmentassignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in its entirety or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the Premises subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of proposed Transfer. If Landlord elects to proceed pursuant to clause (a) or (b) above, any payment by Landlord to Tenant pursuant to such clause shall not exceed the Premisesamount which Tenant would have received pursuant to Section 27.5.2 below if Landlord had elected to consent to the proposed Sublease or Assignment. If this Lease shall be canceled terminated with respect to the entire Premises, the Term shall end on the Transfer Date as to a portion if that date had been originally fixed in this Lease for the expiration of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderTerm. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable recaptures only a portion of the Premises, the Rent during the unexpired Term and Tenant’s Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises (or portion thereof) are recaptured pursuant to this Section 27.3 and rented by Landlord to the proposed tenant or any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenanttenant.

Recapture. Except for transfers under Article 16(B) aboveIf at any time or from time to time during the term of this Lease and any option terms, Landlord shall notify Tenant within desires to assign this Lease or to sublet all or any part of the Premises, then, not less than thirty (30) days from nor more than sixty (60) days prior to the submission date (the “Transfer Date”) on which Tenant desires the assignment or sublease to become effective, Tenant shall give Landlord a notice (the “Transfer Notice”) that shall set forth the name, address and business of the aforesaid proposed assignee or sublessee, all of the substantive and financial terms of the proposed transaction in full detail, and information as (including, without limitation, all relevant financial statements and references) concerning the character, financial condition and retail business experience of the proposed assignee or sublessee. Notwithstanding anything to the contrary contained in this Section 16.4, Landlord shall have the option exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord’s choice, at Landlord’s sole discretion, receipt of the following options: Transfer Notice (1i) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) assignment or that Landlord elects sublease, to cancel the terminate this Lease as to the portion thereof that Tenant had wished of the Premises proposed to sublease. In either such be sublet or assigned, in which event Tenant shall surrender possession be relieved of all obligations under this Lease accruing after the Transfer Date; or (ii) in the case of a sublease, to sublease such portion of the Premises, or Premises from Tenant upon the portion thereof which is the subject of Tenant’s request on the date terms and conditions set forth in a notice from the Transfer Notice. No failure of Landlord in accordance to exercise either option with the provisions of this Lease relating respect to the surrender applicable portion of the Premises shall be deemed to be a consent by Landlord to the assignment or subletting of all or any portion of the Premises. If If, after receipt of any Transfer Notice, Landlord exercises its right to terminate this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premiseswith respect to, or enter into a sublease for, the applicable portion of the Premises, Tenant shall have the right, exercisable by written notice to any other party Landlord sent with ten (including10) days after its receipt of Landlord’s said notice, without limitation, to rescind the proposed assignee or subtenant of Tenant), without any liability to Tenantapplicable Transfer Notice.

Recapture. Except If Tenant desires to assign this Lease or to sublease all or any part of the Premises, Tenant shall give Landlord written notice of such intent ("Tenant's Notice") prior to Tenant entering into such assignment or sublease. Tenant's Notice for transfers a proposed sublease shall identify the space to be subleased, the name of the proposed subtenant, the proposed commencement date and expiration date of the term of such sublease, the rental and other salient terms and conditions applicable to the proposed sublease. Tenant's Notice for a proposed assignment shall identify the proposed effective date of such assignment, the name of the proposed assignee, the consideration to be paid for the proposed assignment and all other salient terms and conditions applicable to such assignment. Landlord shall thereupon have the option to exclude from the Promises covered by this Lease (i) all of the Premises, if Tenant's Notice specifies a proposed assignment, or (ii) the portion of the Premises described in Tenant's Notice, if Tenant's Notice specifies a proposed sublease, but only if the term (counting all renewal or extension terms granted in such sublease) of such sublease expires on any date occurring during or after the last year of the Term of this Lease (provided, that if on or before the date that Tenant gives Tenant's Notice with respect to such sublease, Tenant exercises any Renewal Option under Article 16(B) aboveParagraph 31 hereof, "last year of the Term of this Lease" as used herein shall mean the last year of the Renewal Term for which such Renewal Option was exercised), which exclusion shall be effective as of the proposed effective date of assignment or the proposed commencement date of sublease, as the case may be, as specified in Tenant's Notice. Notwithstanding the foregoing to the contrary, Landlord shall notify have no recapture options hereunder with respect to any sublease entered into by Tenant within thirty (30) days from during the submission last five years of the aforesaid information as initial Term of this Lease; provided, however, that with respect to Landlord’s choiceany such sublease, at Landlord’s sole discretionif Tenant exercises any Renewal Option under (Paragraph 31 hereof, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (100% of the net profit in lieu of 50%% of the net profits) of any Excess Incomeunder Paragraph 8.1 above, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises realized with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent respect to such sublease or assignment pursuant to the express provisions during all Renewal Terms of this Article 16, such Lease. Landlord may exercise said recapture option by giving Tenant written notice to specify precisely the reasons for such refusal within 20 days after receipt by Landlord of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent Tenant's Notice of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) proposed assignment or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event If Landlord exercises said option, Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request space to be excluded from this Lease on the effective date set forth in a notice of exclusion of said space from Landlord in accordance this Lease, and neither party hereto shall have any further rights or liabilities with the provisions of respect to said space under this Lease relating except as otherwise specified in this Lease, and further provided that Tenant shall pay when due all Rent accruing under this Lease with respect to said space prior to the surrender effective date of exclusion of said space from this Lease. Effective as of the Premises. If this Lease shall be canceled as to a date of exclusion of any portion of the Premises only, covered by this Lease pursuant to this paragraph: (i) the Rent payable Monthly Base Rents specified in Paragraph 1.1H shall each be reduced in the same proportion as the number of rentable square feet by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered so excluded bears to the area number of rentable square feet of the Premises immediately prior to such surrender. If Landlord exclusion; (ii) the rentable square feet of the Premises specified in Paragraph 1.1I shall cancel this Lease, Landlord may relet be decreased by the Premises, or number of rentable square feet of the applicable portion of the Premises, Premises so excluded as determined in accordance with Paragraph 22.1G hereof; (iii) Tenant's Proportionate Share shall be adjusted accordingly; and (iv) there shall be no restrictions on Landlord reletting the portion of the Premises so excluded to any other party (tenant, including, without limitation, the any proposed sublessee or assignee or subtenant of Tenant). If Landlord does not exercise said option, Tenant may not thereafter (i) enter into a sublease or assignment which contains material differences from the sublease or assignment described in Tenant's Notice, nor (ii) enter into a sublease or assignment which is identical to the sublease or assignment described in Tenant's Notices but which is entered into after the date which is 120 days after the date that Tenant's Notice is delivered to Landlord, without again complying with the provisions of this Paragraph 8.2 and affording Landlord the rights to recapture space as hereinabove provided. Notwithstanding anything contained herein to the contrary, the provisions of this Paragraph 8.2 shall not apply to any liability assignment or sublease to an affiliate of Tenant.

Recapture. Except for transfers under Article 16(B) aboveNotwithstanding anything to the contrary contained in this Section 19, upon receipt of any notice which contemplates an assignment of Tenant’s interest in this Lease or subletting of any portion of the Premises, Landlord shall notify have the option exercisable by written notice to Tenant given within ten (10) business days after receipt of such notice, to recapture the space proposed to be sublet or assigned (“Transfer Space”). If Landlord exercises its option to recapture, the Lease shall terminate with respect to the Transfer Space on the commencement date specified in Tenant’s notice, and if there is no such date then thirty (30) days from after Landlord sends its written notice of recapture. In the submission event of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained recapture by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If if this Lease shall be canceled as with respect to less than the entire Premises, Landlord and Tenant shall enter into an appropriate amendment to this Lease confirming such partial termination of this Lease, providing for a portion prorata reduction in and apportionment of Base Rental on a straight square footage basis, and Landlord shall have the Premises onlyright to use or relet the Transfer Space for any legal purpose in its sole discretion. If Landlord elects to recapture the Transfer Space, the Rent payable by then Tenant hereunder shall be abated proportionately according to the ratio that the area of separately demise the portion of the Premises surrendered bears to so recaptured by Landlord from the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion balance of the Premises, to any other party (including, without limitation, capping, re-routing or reconfiguring all mechanical, electrical, plumbing, life-safety and other systems and equipment serving the affected portions of the Premises and construct such other improvements as may be required by law or which Landlord reasonably deems to be necessary or appropriate to so demise the portion of the Premises so recaptured and the cost of such work shall be paid by Tenant. If Landlord declines, or fails to elect in a timely manner to recapture the Transfer Space within such thirty (30) day period, then, provided Landlord has consented or is deemed to have consented to the proposed assignee or subtenant Transfer, Tenant shall be entitled to proceed to transfer the Transfer Space to the proposed Transferee, subject to the provisions of Tenant)the last sentence of this grammatical paragraph. Any subsequent proposed Transfer of the applicable space shall be subject to this Section. If a proposed Transfer is not consummated within six (6) months after the date of the relevant notice, without Tenant shall be required to submit a new notice to Landlord with respect to any liability to Tenant.contemplated Transfer of the Transfer Space described in the first notice

Recapture. Except for transfers under Article 16(B) aboveIn addition to Landlord’s right of approval of any proposed assignment or sublease and without limiting the other provisions of this paragraph 15, Landlord shall notify have the option, in the event of any proposed Major Transfer to terminate the Lease. The term “Major Transfer” as used in this Lease means an assignment or sublease which: (i) when combined with all other assignments or subleases (other than those subject to paragraph 15.4), means that more than one half of the rentable square feet in the Building would be assigned or sublet; and (ii) either the proposed assignment or sublease (including all options to extend) together with any prior assignment or sublease (including all options to extend) as of the date of the proposed assignment or sublease has a term of more than the lesser of (x) three (3) years ; (y) one half of the remaining term of the Lease as of the date of the commencement of such assignment or sublease; or (z) if the date of the commencement of such assignment or sublease is during the last three (3) years of the term of the Lease, one (1) year. If Tenant desires to determine prior to identifying a particular transaction whether Landlord intends to exercise its recapture right, Tenant shall give Landlord written notice of Tenant’s intent to enter into a Major Transfer as of the date specified in such notice (the “Major Transfer Date”), which date shall be not less than six (6) months and not more than (9) months from the date of Landlord’s receipt of such notice. Tenant shall not be required to have a particular assignment or sublease identified before giving such notice; provided, however, that Tenant shall again comply with the provisions of this paragraph 15.5 with respect a Major Transfer in the event that: (i) Tenant does not enter into a Major Transfer by the Major Transfer Date; or (ii) any assignment or sublease which is not a Major Transfer when executed later becomes one by means of any extension, expansion or otherwise (in which case Tenant shall immediately give Landlord written notice of such occurrence). Landlord shall exercise its option to terminate, if at all, by giving Tenant written notice thereof within thirty (30) days from the submission of the aforesaid information as to following Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject receipt of Tenant’s request on written notice. In the event that Landlord exercises its option to terminate, the Lease shall terminate as of the Major Transfer Date or, in the event that the Major Transfer occurs as a result of any assignment or sublease which is not a Major Transfer when executed later becoming one by means of any extension, expansion or otherwise, as of the date set forth in a notice from Landlord in accordance with which is six (6) months after the provisions of this Lease relating to the surrender date of the PremisesMajor Transfer. If this Lease shall be canceled as to Without in any manner limiting the rights of Landlord, following any such termination by Landlord, Landlord may lease all or a portion of the Premises onlyto any prospective assignee or subtenant proposed by Tenant, the Rent payable by Tenant hereunder shall be abated proportionately according without liability to the ratio that the area Tenant. Landlord’s failure to exercise such termination right as herein provided shall not be construed as a waiver of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, Landlord’s right with respect to any other party (including, without limitation, assignment or sublease constituting a Major Transaction or as Landlord’s consent to any proposed assignment or subletting and Tenant shall comply with the proposed assignee or subtenant terms of Tenant), without any liability to Tenantthis paragraph 15 with respect thereto.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from In the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided event that Tenant shall remain fully liable for all seeks to make any Transfer (other than a sublease of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to less than fifty percent (50%) of any Excess Incomethe rentable square feet contained in the Premises), hereinafter definedLandlord shall have the right to terminate this Lease or, obtained by Tenant from such subletting or assignment; or in the case of a sublease of more than fifty percent (250%) That upon such replacement tenant’s entering of the rentable square feet contained in the Premises for more than fifty percent (50%) of the then-remaining Lease Term (as may be extended), terminate this Lease as to that part of the Premises proposed to be so sublet, either (i) on the condition that the proposed transferee immediately enter into a mutually satisfactory new direct lease of the Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s notice, or (ii) so that Landlord is thereafter free to lease the Premises with (or, in the case of a partial sublease, the portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord. In the event Landlord elects to so terminate this Lease, then the Lease shall so terminate in its entirety (or as to the space to be so sublet) on the date specified in Landlord’s notice but in no event earlier than fifteen (15) days after ▇▇▇▇▇▇▇▇ has notified Tenant in writing of such election or upon the proposed sublease commencement date. Upon such termination, Tenant shall be released from all any further obligations and liabilities obligation under this Lease (excepting only if it is terminated in its entirety, or shall be released from any unpaid rentals or any unperformed covenants then past due further obligation under this the Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant with #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇...docx ACTIVE\201239119.12 respect to the express provisions of this Article 16, such notice space proposed to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (be sublet in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to a proposed partial sublease. In either such event Tenant shall surrender possession the case of a partial termination of the PremisesLease, or the portion thereof Base Monthly Rent and ▇▇▇▇▇▇’s Share shall be reduced to an amount which is bears the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating same relationship to the surrender original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. If Landlord and Tenant shall execute a cancellation and release with respect to the Lease to effect such termination. Notwithstanding the foregoing, if Landlord elects to so terminate this Lease in accordance with this Section, then Tenant shall have the right to withdraw the request for a Transfer within three (3) days of Tenant’s receipt of Landlord’s election to terminate, in which case the Transfer shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If withdrawn and Landlord shall cancel this not have the right to terminate the Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.

Recapture. Except for transfers under Article 16(B) aboveIf Tenant proposes to assign this Lease to a party which is not or which does not propose to operate a permitted use or is not qualified to do so, Landlord shall notify may, at its option, exercisable upon written notice to Tenant within thirty (30) days from the submission after Landlord’s receipt of the aforesaid information as notice from Tenant set forth in Section 16.2 above, elect to Landlord’s choice, at Landlord’s sole discretion, of recapture the following options: (1) That Landlord consents Premises and terminate this Lease. If Tenant proposes to a subleasing sublease all or part of the Premises or assignment to a party which does intend to use the Premises for a permitted use, Landlord may, at its option, exercisable upon written notice to Tenant within thirty (30) days after Landlord’s receipt of the notice from Tenant set forth in Section 16.2 above, elect to recapture such portion of the Landlord’s Initials Tenant’s Initials Premises as Tenant proposes to sublease and, upon such election by Landlord, this Lease shall terminate as to such replacement tenant provided that Tenant shall remain fully liable for all the portion of its obligations and liabilities the Premises recaptured. In the event a portion only of the Premises is recaptured, the rent payable under this Lease and provided further that shall be proportionately reduced. If Tenant shall, however, elect to rescind its notice of assignment or sublease, pursuant to written demand to Landlord given within fifteen (15) days after Tenant’s receipt of Landlord’s notice of recapture, then Landlord shall be entitled to fifty percent (50%) not have the said right of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises recapture with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant respect to the express notice so rescinded. The parties hereto acknowledge and agree that the provisions of this Article 16, such notice to specify precisely the reasons are a material inducement for such refusal Landlord’s execution of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent and that Tenant’s sole purpose for executing this Lease is to obtain possession of the Premises, that Landlord elects Premises and not to cancel the Lease and recapture the Premises (engage in the case business of an assignment) or leasing and/or subleasing commercial space. The parties further acknowledge and agree that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession Landlord’s recapture of the Premises, or the any portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance thereof, as hereinabove described, shall be deemed to be reasonable and shall not violate or conflict with the provisions of this Lease relating Section 16.1 concerning Landlord’s reasonable refusal to the surrender of the Premises. If this Lease shall be canceled as consent to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderproposed transfer. If Landlord shall cancel not elect to recapture pursuant to this LeaseSection 16.4, and if Landlord shall consent to the proposed assignment or sublease, then Tenant may relet thereafter enter into the Premisesproposed assignment or sublease, provided that (i) such assignment or sublease is executed within ninety (90) days after the applicable portion date that Landlord shall grant its consent, and (ii) the terms and provisions of the Premisesexecuted assignment or sublease are the same as those presented to Landlord in the notice given by Tenant pursuant to Section 16.2 above. BY PLACING THEIR INITIALS BELOW, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.LANDLORD AND TENANT CERTIFY THAT THIS SECTION 16.4 HAS BEEN FULLY AND FREELY NEGOTIATED. LANDLORD TENANT

Recapture. Except If Tenant at any time desires to sublease this lease in its entirety, it shall first notify Landlord in writing of its desire to do so, and offer Landlord the right to recapture, at the per square foot rental for transfers under Article 16(B) abovethe space then applicable pursuant to this Lease or the rental which Tenant proposed to obtain whichever is lower, for all or any part of the Premises which Tenant desires to sublet. Tenant's notice to Landlord shall notify specify (i) the name and business of the proposed sublessee, (ii) the proposed effective date and duration of the subletting, and (iii) the proposed rental to be paid to Tenant by such sublessee. Landlord, upon receipt of such notice, shall have the option, to be exercised within thirty sixty (3060) days from the submission date of the aforesaid information as receipt of such notice, to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That require Tenant to execute a sublease to Landlord consents to a subleasing of the Premises or assignment such portion thereof as Tenant desires to sublet with the right of Landlord to sublease to others, or anyone designated by Landlord. If Landlord exercises such option and such sublease is at the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under rental specified in this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Incomelease, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from of all further obligations liability hereunder, from and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant after the effective date of replacement tenant’s obligations); or (3) That Landlord declines such sublease, with respect to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent that portion of the PremisesPremises included therein. If Landlord does not exercise such option within such time, that Tenant may thereafter sublet the premises involved, provided Landlord elects consents thereto, but at a rental not less than offered to cancel the Lease and recapture the Premises (Landlord in the case notice and not later than ninety (90) days after delivery of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to subleaseaforesaid notice unless a further notice is given. In either such the event Tenant shall surrender possession of the Premises, Landlord does not exercise its right to terminate this lease or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to sublet a portion of the Premises onlyfrom Tenant and Landlord has granted its written consent, Tenant may sublet all of the Premises in accordance with Landlord's consent. Any Rent accruing to Tenant as a result of such assignment or sublease which is in excess or the Rent payable then being paid by Tenant, or in excess of the pro rata share of Rent then being paid by Tenant hereunder shall be abated proportionately according to the ratio that the area of for the portion of the Premises surrendered bears being sublet, shall be paid by Tenant to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantmonthly as additional rent.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that If Tenant shall remain fully liable for all of its obligations and liabilities under desire to assign this Lease and provided further that Landlord shall be entitled Lease, or to sublet the whole or more than fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Demised Premises, that Landlord elects to cancel the Lease and recapture the Premises (except in the case of an assignmenta Permitted Sublease and/or Permitted Assignment, Tenant shall submit to Landlord a written request ("Tenant's Request") for Landlord's consent to such assignment or that subletting. Tenant's Request shall include the name and address of the proposed assignee or subtenant, the proposed use of the Demised Premises, any other documentation reasonably required by Landlord. Landlord elects shall then have the right, within fifteen (15) days after Landlord's receipt of Tenant's Request, to cancel the Lease as (x) consent to the portion thereof that proposed assignment or subletting, (y) reasonably deny its consent to the proposed assignment or subletting, or (z) terminate this Lease by giving Tenant had wished to subleasenotice of Landlord's election hereunder ("Recapture Notice"). In either such the event Landlord fails to respond to Tenant's Request, within fifteen (15) days after Landlord's receipt of same, Tenant may send a second notice ("Second Notice") which provides that in the event Landlord does not timely respond within five (5) additional days from the Second Notice, the original Tenant's Request shall surrender possession be considered approved. If Landlord gives a Recapture Notice, this Lease shall terminate (in whole if Tenant's Request is for an assignment of this Lease or subleasing of all or substantially all of the Demised Premises, or with respect to that part of the portion thereof Demised Premises which is the subject of a subletting if Tenant's Request is for a subletting of less than substantially all of the Demised Premises) (that portion, whether the whole or a part, of the Demised Premises which is the subject of Tenant’s request 's Request is hereinafter referred to as the "Subject Portion") on the date set forth which is thirty (30) days after the date of Landlord's Recapture Notice (the "Surrender Date"). Tenant shall vacate the Subject Portion on or before the Surrender Date in a notice from the condition required by this Lease. Effective as of the Surrender Date, neither Landlord in accordance with the provisions of nor Tenant shall have any further obligations under this Lease relating with respect to the surrender Subject Portion, except for those accruing prior to the Surrender Date. Effective as of the Premises. If this Lease Surrender Date, Fixed Rent shall be canceled as reduced to and be equal to the product of (x) Fixed Rent which would have been payable otherwise under this Lease, and (y) a portion of the Premises onlyfraction, the Rent payable by Tenant hereunder numerator of which shall be abated proportionately according to the ratio that the number of square feet of floor area of the portion Demised Premises less the Subject Portion, and the denominator of which shall be the Premises surrendered bears to the number of square feet of floor area of the Demised Premises immediately prior to such surrenderthe Surrender Date. If Landlord shall cancel this Lease, Landlord may relet the Premises, Subject Portion is less than all or the applicable portion substantially all of the Premises, to any other party (includingLandlord and Tenant shall execute, without limitation, acknowledge and exchange joint easements necessary for the proposed assignee or subtenant continued operation of Tenant), without any liability to Tenantthe Demised Premises as independent store premises.

Recapture. Except In the event that Tenant desires to effectuate either (i) a full assignment of this Lease or (ii) a sublease of all or a portion of the Premises for transfers under Article 16(Ball or substantially all of the remainder of the Term, in each case other than to an Affiliate or Permitted Transferee, or if Tenant shall cease to conduct business in the Premises for a continuous period exceeding six (6) abovemonths (other than due to fire, casualty, eminent domain, force majeure event as described in Section 25.21 hereof, or due to Alterations by ▇▇▇▇▇▇) (a “Cessation of Business”), Landlord shall notify Tenant within thirty have the right in its sole and absolute discretion to (30A) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) assignment or that Landlord elects to cancel the Cessation of Business, terminate this Lease as with respect to the portion thereof entire Premises (it being understood and agreed that Tenant had wished to sublease. In either such event Tenant ▇▇▇▇▇▇’s Cessation of Business shall surrender possession not be an Event of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion Default hereunder and that recapture of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according Landlord’s sole and exclusive remedy in such event), or (B) in the case of a sublease, terminate this Lease with respect to the ratio that the area of the portion of the Premises surrendered bears proposed to be sublet (as applicable, the “Proposed Sublet Space”), by sending Tenant written notice of such termination within twenty-one (21) days after either (i) in the case of a proposed assignment or subletting for which Landlord is entitled to exercise termination rights hereunder, ▇▇▇▇▇▇▇▇’s receipt of (x) ▇▇▇▇▇▇’s Request Notice or (y) Tenant’s written notice describing the Proposed Sublet Space and a Proposed Sublease or Assignment Commencement Date (it being understood that no particular transaction or assignee/subtenant need be designated in such notice), or (ii) in the case of a Cessation of Business, immediately after the same occurs. If the Proposed Sublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this Lease with respect to the area Proposed Sublet Space, then (a) Tenant shall tender the Proposed Sublet Space to Landlord on the Proposed Sublease Commencement Date (or such later date within ninety (90) days following the Proposed Sublease Commencement Date upon which Tenant surrenders the Premises to Landlord), and such space shall thereafter be deleted from the Premises, and (b) as to that portion of the Premises immediately prior which is not part of the Proposed Sublet Space, this Lease shall remain in full force and effect except that Rent and additional rent shall be reduced pro rata. In the event of a termination by Landlord due to a Cessation of Business, such surrendertermination shall take effect immediately. If The cost of any Alterations required to permit the operation of the Proposed Sublet Space and to separate the Proposed Sublet Space from the balance of the Premises shall be paid by Tenant to Landlord shall cancel this Lease, Landlord may relet as additional rent hereunder. In the case of an assignment or a cessation of Tenant’s business in the Premises, or if the applicable portion Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall terminate, on the Proposed Sublease Commencement Date (or such later date within ninety (90) days following the Proposed Sublease Commencement Date upon which Tenant surrenders the Premises to Landlord). If Tenant’s Request Notice does not specify a particular Proposed Sublease Commencement Date, then the effective date of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant termination shall be specified by Landlord in its notice of Tenant), without any liability to Tenanttermination.

Recapture. Except for transfers under Article 16(B) aboveIf Tenant seeks to make a Transfer after the fourth year following the Commencement Date, Landlord shall notify Tenant within thirty (30) days from have the submission right to terminate this Lease or, in the case of a sublease of less than all of the aforesaid information Premises, terminate this Lease as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing that part of the Premises or assignment proposed to be so sublet, either (i) on the condition that the proposed transferee immediately enter into a direct lease of the Lease Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s notice, or (ii) so that Landlord is thereafter free to lease the Premises (or, in the case of a partial sublease, the portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord. In the event Landlord elects to so terminate this Lease, then (i) if such replacement tenant provided that Tenant shall remain fully liable for all termination is conditioned upon the execution of its a lease between Landlord and the proposed transferee, Tenant’s obligations and liabilities under this Lease and provided further that Landlord shall not be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from terminated until such subletting or assignment; or (2) That upon such replacement tenant’s entering into transferee executes a mutually satisfactory new lease for the Premises with Landlord, then enters into possession and commences the payment of rent, and (ii) if Landlord elects simply to terminate this Lease (or, in the case of a partial sublease, terminate this Lease as to the portion to be so sublet), the Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (15) days after Landlord has notified Tenant in writing of such election. Upon such termination, Tenant shall be released from all any further obligations and liabilities obligation under this Lease (excepting only if it is terminated in its entirety, or shall be released from any unpaid rentals or any unperformed covenants then past due further obligation under this the Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant with respect to the express provisions of this Article 16, such notice space proposed to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (be sublet in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to a proposed partial sublease. In either such event Tenant shall surrender possession the case of a partial termination of the PremisesLease, or the portion thereof which is the subject of Base Monthly Rent and Tenant’s request on Share shall be reduced to an amount which bears the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating same relationship to the surrender original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. If Landlord and Tenant shall execute a cancellation and release with respect to the Lease to effect such termination. Notwithstanding the foregoing provisions of Section 14.1C, Landlord’s right to recapture under this Lease Section shall not be canceled as applicable to a portion (i) any Permitted Transfer, or (b) any other Transfer involving the sale or transfer of Tenant’s business at the Premises only, where the Rent payable by transferee will continue to conduct the same or substantially similar business as Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet at the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.

Recapture. Except for transfers under Article 16(B) aboveLandlord may, Landlord shall notify Tenant within thirty (30) days from the submission after receipt of Tenant's Request Notice with respect to (i) sublease for any period of time (only) space on a floor of a Building for which Tenant (or a Permitted Transferee) is not leasing all of the aforesaid information rentable square footage on such floor (but expressly excluding any first floor computer lab space in the Building 2 Premises, for which Landlord's recapture right shall not apply), and/or (ii) any request to assign or sublease all or any other Premises for the remainder of the Term ((i) and/or (ii), as to Landlord’s choiceapplicable, a "Recapturable Sublease"), at Landlord’s sole discretionthe time of such request, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations recapture and liabilities under cancel this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be effective. Additionally, notwithstanding anything to the contrary in this Section 10, if at any time during the Lease Term Tenant desires in good faith to sublet any of the Premises when Tenant delivers Tenant's Request Notice, such notice will specify that it is sent for the additional purpose of determining whether Landlord will exercise its recapture rights, and not have to contain the identity of the proposed assignee, subtenant or other party, the proposed documentation, the certification stating whether or not any premium or other consideration is being paid, and a description of its business or the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party notwithstanding the terms of Section 1 O(c) above. Landlord shall have the right in its sole and absolute discretion to recapture and cancel this Lease with respect to the proposed Transfer space that is a Recapturable Sublease by sending Tenant had wished written notice of such termination within thirty (30) days after Landlord's receipt of Tenant's Request Notice. If Landlord does not cancel this Lease with respect to subleasethe proposed Transfer space that is a Recapturable Sublease (or if Landlord fails to send a notice to Tenant electing to recapture and cancel this Lease with respect to such space), then, at any time prior to the date that is one hundred eighty (180) days after the date Landlord receives Tenant's Request Notice, Tenant may sublease the proposed Transfer space described in Tenant's Request Notice to a third party sublease without Landlord's right to recapture, but still subject to the terms of this Article 10. In either After the expiration of such event one hundred eighty (180) day period, Landlord's right to recapture in accordance with the terms of this Lease will once again be applicable, subject to Tenant's right to then again deliver Tenant's Request Notice seeking a determination of whether Landlord will exercise its recapture rights. The cost of any construction required to permit the operation of the proposed Transfer space separate from the balance of the Building 1 Premises or Building 2 Premises, as applicable, shall be paid by Tenant to Landlord as Additional Rent under this Lease, unless the separation of such space results solely from Landlord's exercise of its recapture rights (in which case Landlord shall surrender possession pay such cost of construction required to permit the operation of the proposed Transfer space separate from the balance of the Building 1 Premises or Building 2 Premis~s, as applicable). If Landlord recaptures and cancels this Lease as to any portion of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If then this Lease shall be canceled as to a cease for such portion of the Premises only, and Tenant shall pay to Landlord all Rent accrued through the Rent payable by Tenant hereunder shall be abated proportionately according cancellation date relating to the ratio that the area of the portion of the Premises surrendered bears covered by the proposed Transfer, and as to the area that portion of the Premises immediately prior to such surrenderwhich is not part of the proposed Transfer space, this Lease shall remain in full force and 16 effect. If Landlord shall cancel this LeaseThereafter, Landlord may relet the Premises, or the applicable lease such portion of the Premises, Premises to the prospective transferee (or to any other party (including, person) without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify If Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes desires to assign this Lease (other than to an affiliate) or to sublease more all or any part of the Premises (other than 66 percent to an affiliate), Tenant shall give Landlord written notice of such intent ("Tenant's Notice") prior to Tenant entering into such assignment or sublease, which Tenant's Notice shall identify the space to be subleased and the proposed commencement date of the term of such sublease, or the proposed effective date of such assignment, as the case may be. Landlord shall thereupon have the option to exclude from the Premises covered by this Lease (i) all of the Premises, that Landlord elects to cancel if Tenant's Notice specifies a proposed assignment, or (ii) the Lease and recapture portion of the Premises (described in Tenant's Notice, if Tenant's Notice specifies a proposed sublease, which exclusion shall be effective as of the proposed effective date of assignment or the proposed commencement date of sublease, as the case may be, as specified in Tenant's Notice. Landlord may exercise said option by giving Tenant written notice within 20 days after receipt by Landlord of an assignment) Tenant's Notice of the proposed assignment or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event If Landlord exercises said option, Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request space to be excluded from this Lease on the effective date set forth in a notice of exclusion of said space from Landlord in accordance this Lease, and neither party hereto shall have any further rights or liabilities with the provisions of respect to said space under this Lease relating to the surrender except as otherwise specified in this Lease. Effective as of the Premises. If this Lease shall be canceled as to a date of exclusion of any portion of the Premises only, covered by this Lease pursuant-to this paragraph: (i) the Monthly Base Rent payable by Tenant hereunder specified in l.0lH shall be abated proportionately according to reduced in the ratio that same proportion as the area number of square feet as determined by Landlord of the portion of the Premises surrendered so excluded bears to the area number of square feet as determined by Landlord of the Premises immediately prior to such surrender. If exclusion; (ii) the square feet of the Premises specified in 1.01 I shall be decreased by the number of square feet as determined by Landlord shall cancel this Lease, Landlord may relet of the Premises, or the applicable portion of the Premises, to any other party Premises so excluded; (including, without limitation, the proposed assignee or subtenant of Tenantiii), without any liability to Tenant.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify If Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes desires to assign this Lease or enter into any sublease more than 66 percent of the Premises, that Landlord elects shall have the option (a) to cancel terminate this Lease effective as of the Lease and recapture proposed effective date of the Premises (assignment or commencement date of sublease, in the case of an assignmentassignment or of a proposed sublease of all of the Premises, or (b) to exclude from the Premises covered by this Lease, the space proposed to be sublet by Tenant, in the case of a proposed sublease of less than all of the Premises, effective as of the proposed commencement date of sublease of such space by Tenant. Landlord may exercise such option by giving Tenant written notice within twenty (20) days after receipt by Landlord of Tenant's notice of the proposed assignment or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either If Landlord exercises such event option, Tenant shall surrender possession of the Premises, Premises or the affected portion thereof which is the subject of Tenant’s request to Landlord on the effective date set forth in a notice from Landlord in accordance of termination or exclusion, and neither party hereto shall have any further rights or liabilities with the provisions of respect to such space under this Lease relating to the surrender Lease. Effective as of the Premises. If this Lease shall be canceled as to a date of exclusion of any portion of the Premises only, the covered by this Lease pursuant to this paragraph: (i) Monthly Base Rent payable by Tenant hereunder shall be abated proportionately according to reduced by the ratio that the area of Monthly Base Rent for the portion of the Premises surrendered bears to so excluded and (ii) the rentable area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet be decreased by the Premises, or number of square feet of rentable area contained in the applicable portion of the Premises, Premises so excluded and Tenant's Proportionate Share shall be adjusted accordingly for all purposes under this Lease. There shall be no restrictions on Landlord reletting the Premises or the portion thereof so excluded d to any other party (tenant, including, without limitation, the Tenant's proposed assignee or subtenant of Tenant), without any liability to Tenantsubtenant.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from Notwithstanding the submission foregoing provisions of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following optionsthis --------- Article: (1) That Landlord consents in the event Tenant proposes to a subleasing assign or sublet all of the Premises or assignment Demised Premises, Landlord, at Landlord's option, may give to Tenant, within ten (10) business days after the submission by Tenant to Landlord of the Lease statement required to be submitted in connection with such replacement tenant provided assignment or subletting, or, if Tenant so requests, within ten (10) business days after Tenant notifies Landlord that Tenant shall remain fully liable for all wishes to undertake such assignment or subletting, but has not yet procured a proposed assignee or subtenant, a notice terminating this Lease on the date (referred to as the "Earlier Termination Date") immediately prior to the proposed commencement date of its obligations and liabilities under the term of the proposed assignment or subletting, a set forth in such statement, and, in the event such notice is given, this Lease and provided further the Term shall come to an end and expire on the Earlier Termination Date with the same effect as if it were the date originally fixed in this Lease for the end of the Term of this Lease, and the Rent shall be apportioned as of said Earlier Termination Date and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant, provided, however that in the event Landlord shall be entitled so elect to terminate this Lease, Tenant, upon written notice to Landlord given within ten (10) days of receipt by Tenant of Landlord's notice of termination, may elect to negate such termination by declaring its intent not to proceed with such assignment or subletting; or (2) in the event Tenant proposes to assign or sublet in the aggregate in excess of fifty percent (50%) of any Excess Incomethe original square footage of the Demised Premises, hereinafter definedLandlord at Landlord's option, obtained may give to Tenant fifty percent (50%) of the original square footage of the Demised Premises. Landlord at Landlord's option, may give to Tenant, within thirty (30) days after the submission by Tenant to Landlord of the statement required to be submitted in connection with such proposed assignment of subletting, a notice electing to eliminate such portion of the Demised Premises (said portion is referred to as the "Eliminated Space") from the Demised Premises during the period (referred to as the "Elimination Period") commencing on the date (referred to as the "Elimination Date") immediately prior to the proposed commencement date of the term of the proposed assignment or subletting, as set forth in such subletting statement, and ending on the proposed expiration date of the term of the proposed assignment or assignment; or subletting, as set forth in such statement, and in the event such notice is given (2i) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant Eliminated Space shall be released eliminated from all further obligations and liabilities under this Lease the Demised Premises during the Elimination Period; (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3ii) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession the Eliminated Space to Landlord on or prior to the Elimination Date in the same manner as if said Date were the date originally fixed in this Lease for the end of the Term of this Lease; (iii) if the Eliminated Space shall constitute less than an entire floor, Landlord, at Landlord's expense, shall have the right to make any alterations and installations in the Demised Premises required, in Landlord's judgment, reasonably exercised, to make the Eliminated Space a self-contained rental unit with access through corridors to the elevators and core toilets serving the Eliminated Space, and if the Demised Premises shall contain any core toilets or any corridors (including any corridors proposed to be constructed by Landlord pursuant to this subdivision (iii) providing access from the Eliminated Space to the core area), Landlord and tenant or other occupant of the Eliminated Space shall have the right to use such toilets and corridors in common with Tenant and any other permitted occupants of the Demised Premises, and the right to install signs and directional indicators in or about such corridors indicating the portion thereof name and location of such tenant or other occupant; (iv) during the Elimination Period, the Yearly Fixed Rent shall be reduced in the proportion which is the subject are of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating Eliminated Space bears to the surrender total area of the Premises. If this Lease shall be canceled as Demised Premises immediately prior to a the Eliminate Date (including an equitable portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according area of any corridors referred to the ratio that in subdivision (iii) of this sentence as part of the area of the portion Eliminated Space for the purpose of computing such reduction, and any prepaid Rent for any period after the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.Elimination Date

Recapture. Except If Tenant proposes to assign its interest in this Lease or --------- sublet (for transfers under Article 16(Bthe remainder of the term) aboveall or any part of the Leased Premises for which Landlord's consent is required, Landlord shall notify may, at its option, upon written notice to Tenant within thirty (30) days from the submission after Landlord's receipt of the aforesaid information as specified in Article 19.3 above, elect to Landlord’s choicerecapture the portion of ------------ the Leased Premises to be assigned or sublet, at Landlord’s sole discretionand within sixty (60) days after notice of such election has been given to Tenant, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease terminate as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, Leased Premises recaptured unless Tenant within such sixty (60) day period delivers notice to Landlord rescinding its proposal to assign or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premisessublet. If this Lease shall be canceled as to all or a portion of the Leased Premises onlyis recaptured by Landlord pursuant to this Article 19.4, Tenant shall promptly execute and deliver to ------------ Landlord a termination agreement setting forth the Rent payable by Tenant hereunder shall be abated proportionately according termination date with respect to the ratio that Leased Premises or the area of recaptured portion thereof, and prorating the portion of the Premises surrendered bears to the area of the Premises immediately prior Annual Basic Rent, Additional Rent and other charges payable hereunder to such surrenderdate. If Landlord shall cancel does not elect to recapture as set forth above, Tenant may thereafter enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents thereto pursuant to this Article 19, ---------- and provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, Landlord may relet (c) there is not in existence an Event of Default as of the effective date of the assignment or sublease, (d) there have been no material changes with respect to the financial condition of the proposed subtenant or assignee or the business such party intends to conduct in the Leased Premises, and (e) a fully executed original of such assignment or sublease providing for an express assumption by the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant)all of the terms, without any liability covenants and conditions of this Lease is promptly delivered to TenantLandlord.

Recapture. Except for transfers under Article 16(B) aboveIf Tenant shall, without Landlord’s consent, assign its interst in this Lease or sublet all or any part of the Leased Premises, Landlord shall notify may, at its option, upon written notice to Tenant within thirty (30) days from the submission after Landlord's receipt of the aforesaid information as specified in Article 19.3 above, elect to Landlord’s choice, at Landlord’s sole discretion, recapture all of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Leased Premises, that Landlord elects and within sixty (60) days after notice of such election has been given to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the PremisesTenant, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as terminate. If the Leased Premises are recaptured by Landlord pursuant to this Article 19.4, Tenant shall promptly execute and deliver to Landlord a termination agreement setting forth the termination date with respect to the Leased Premises or the recaptured portion thereof, and prorating the Monthly Basic Rent, Additional Rent and other charges payable hereunder to such date, in such event the Landlord shall reimburse the unamortized portion of the Premises only, the Rent payable by initial Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderImprovements. If Landlord shall cancel does not elect to recapture as set forth above, Tenant may thereafter enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents thereto pursuant to this Article 19, and provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, Landlord may relet (c) there is not in existence an Event of Default as of the effective date of the assignment or sublease, (d) there have been no material changes with respect to the financial condition of the proposed subtenant or assignee or the business such party intends to conduct in the Leased Premises, and (e) a fully executed original of such assignment or sublease providing for an express assumption by the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant)all of the terms, without any liability covenants and conditions of this Lease is promptly delivered to TenantLandlord.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant have the option, to be exercised within thirty sixty (3060) days from the submission receipt of all of the aforesaid information as Assignment/Sublet Documentation (i) to Landlord’s choicecancel this Lease in its entirety, provided that Landlord shall only have the right to cancel this Lease in its entirety if the proposed sublease (whether for a portion of or the entire Premises) shall provide for a term equal to substantially all of the then remaining Term of this Lease; or (ii) to require Tenant to execute and deliver a sublease to Landlord (or its designee) for the entire term of such sublease or, at Landlord’s sole discretion's election, the balance of the following options: Term hereof, upon the same financial terms (1and the same effective date) That as submitted by Tenant to Landlord consents (except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary herein) pursuant to a form prepared by Landlord's counsel, except that (solely with respect to clause (ii) above) (a) Landlord shall have the unrestricted right to assign such sublease or further sublet and/or alter the Premises, it being agreed that Landlord and any assignee or sub-sublessee thereof of any tier shall have no obligation to restore any such alterations, (b) Tenant shall not be entitled to any portion of any profit, rent or other sums received by Landlord or its designee in connection with the subleasing thereof, (c) Landlord shall have no obligation to furnish any security deposit to Tenant, (d) any assignment or subletting by Landlord or its designee may be for any purpose or purposes that Landlord shall deem suitable or appropriate, (e) if, as determined by Landlord, Fixed Rent and Recurring Additional Rent and other additional rent payments under the proposed sublease are greater than the Fixed Rent and Recurring Additional Rent and other additional rent payments under this Lease, then the Fixed Rent and Recurring Additional Rent and other additional rent payments under the sublease to Landlord (or its designee) pursuant to clause 8.01C(ii) above shall be at the rates set forth in this Lease and (f) during the term of such sublease Landlord shall issue a monthly credit to Tenant hereunder equal to the monthly Fixed Rent and Recurring Additional Rent payable to Tenant by Landlord or its designee pursuant to the terms of such sublease, although Tenant shall continue to be responsible for the balance of the Premises or assignment Fixed Rent, Recurring Additional Rent and additional rent due hereunder during the term of such sublease. Tenant may not assign this Lease, nor sublet the Lease to such replacement tenant provided that Premises, if Tenant shall remain fully liable for all of its obligations and liabilities is then in default under this Lease and provided further that beyond applicable notice or cure periods. In addition, Tenant may not request Landlord shall be entitled to fifty percent (50%) of consider and/or approve any Excess Income, hereinafter defined, obtained by proposed assignment or subletting if Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, is then Tenant shall be released from all further obligations and liabilities in default under this Lease (excepting only any unpaid rentals beyond applicable notice or any unperformed covenants then past due under this Lease or any guarantee by cure periods. Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, acknowledges that Landlord elects to cancel the Lease and Landlord's recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date right set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease Section 8.01(C)(ii) above shall be canceled as applicable for the entire Term, notwithstanding the fact that Tenant's request to sublease may be for a portion of period which is less than the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to TenantTerm.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within Within thirty (30) days from the submission of the aforesaid information as to Landlord’s choicereceipt of a Transfer Notice, and all information specified in Section 27.2 above, Landlord may, at Landlord’s its option, in its sole and absolute discretion, by Notice to Tenant (“Recapture Notice”), elect to: (a) in the case of the following options: (1) That Landlord consents to a subleasing of proposed Sublease, sublease the Premises or assignment the portion thereof proposed to be sublet by Tenant at a rental rate per square foot equal to the lesser of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due per square foot rental rate under this Lease or any guarantee by Tenant of replacement tenant’s obligations)the proposed Sublease; or (3b) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of a proposed Assignment, take an assignmentassignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in its entirety or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished of the Premises subject to subleasethe proposed Transfer. In either such event Tenant shall surrender possession have the right, by Notice to Landlord no later than five (5) business days following Landlord’s delivery of the Premisesa Recapture Notice, or the portion thereof which is to withdraw the subject of Transfer Notice, in which event such Recapture Notice shall have no force or effect. Tenant’s request on failure to deliver such Notice to withdraw the date set forth in subject Transfer Notice within such five (5) business day period shall be deemed a notice from Landlord in accordance with waiver of its right to withdraw such Transfer Notice and the provisions of this Lease relating parties shall proceed pursuant to the surrender of Recapture Notice. If Landlord elects to proceed pursuant to clause (a) or (b) above (and Tenant does not timely withdraw the Premisessubject Transfer Notice), any payment by Landlord to Tenant pursuant to such clause shall not exceed the amount which Tenant would have received pursuant to Section 27.5.2 below if Landlord had elected to consent to the proposed Sublease or Assignment. If this Lease shall be canceled terminated with respect to the entire Premises, the Term shall end on the Transfer Date as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures only a portion of the Premises, the Rent during the unexpired Term and Tenant’s Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture. Tenant shall, at ▇▇▇▇▇▇’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises (or portion thereof) are recaptured pursuant to this Section 27.3 and rented by Landlord to the proposed tenant or any other tenant. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇’s rights set forth in this Section 27.3 shall not apply to a Sublease of a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the a party who is acquiring a business segment located in such subleased portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, from Tenant or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant an affiliate of Tenant), without any liability to Tenant.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify If Tenant within thirty (30) days from the submission of the aforesaid information as desires to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of enter into any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects shall have the option to cancel the Lease and recapture exclude from the Premises covered by this Lease, the space proposed to be sublet by Tenant, effective as of the proposed commencement date of sublease of said space by Tenant. Landlord may exercise said option by giving Tenant written notice within twenty (20) days after receipt by Landlord of Tenant's notice of the proposed sublease; provided, however, in the case event Landlord exercises its right to exclude any such portion or all of an assignmentthe Premises from this Lease, Tenant shall have the right, by written notice delivered to Landlord within five (5) days after receipt by Tenant of Landlord's exercise notice, to rescind Tenant's request to sublease such portion or that all of the Premises, and Tenant's request to sublease all or a portion of the Premises and Landlord's exercise of the option contained in this Section 8.02 shall be deemed null and void. If Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event exercises said option, Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request proposed sublease space to Landlord on the effective date set forth in a notice of exclusion of said space from Landlord in accordance the Premises covered by this Lease, and neither party hereto shall have any further rights or liabilities with the provisions of respect to said space under this Lease relating to the surrender Lease. Effective as of the Premises. If this Lease shall be canceled as to a date of exclusion of any portion of the Premises onlycovered by this Lease pursuant to this paragraph, (i) the Monthly Base Rent payable by Tenant hereunder shall be abated proportionately according to reduced in the ratio that same proportion as the area number of square feet of Rentable Area contained in the portion of the Premises surrendered so excluded bears to the area number of square feet of Rentable Area contained in the Premises immediately prior to such surrender. If Landlord exclusion, and (ii) the Rentable Area of the Premises specified in 1.01J shall cancel this Lease, Landlord may relet be decreased by the Premises, or number of square feet of Rentable Area contained in the applicable portion of the PremisesPremises so excluded, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantfor all purposes under this Lease.

Recapture. Except for transfers under Article 16(B) aboveIn addition to, but not in limitation of, Landlord's right --------- to approve of any subtenant or assignee, Landlord shall notify have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Leased Premises, to recapture the whole or the portion of the Leased Premises to be sublet as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (30) days from following Landlord's receipt of Tenant's written notice as the submission effective date of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign as if that date had been originally fixed in this Lease or sublease more than 66 percent for the expiration of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premisesterm hereof. If Landlord recaptures under this Lease shall be canceled as to paragraph only a portion of the Premises onlyLeased Premises, the Rent payable rent during the unexpired term shall ▇▇▇▇▇ proportionately based on the rent contained in this Lease as of the date immediately prior to such recapture multiplied by Tenant hereunder shall be abated proportionately according to a fraction, the ratio that numerator of which is the rentable area recaptured and the denominator of which is the total rentable area of the portion of the Premises surrendered bears to the area of the Leased Premises immediately prior to such surrenderrecapture. If Tenant shall, at Tenant's own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord shall cancel with respect to this Lease, and any commission which may be due and owing as a result of any proposed assignment or subletting, whether or not the Leased Premises are recaptured pursuant hereto and rented by Landlord may relet to the Premises, proposed tenant or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenanttenant.

Recapture. Except for transfers under Notwithstanding anything to the contrary contained in this Article 16(B) above11, Landlord shall notify have the option, by giving written notice to Tenant within thirty (30) days from after receipt of Tenant's Notice of Proposed Transfer, to recapture the submission Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the aforesaid information date stated in Tenant's Notice of Proposed Transfer as to Landlord’s choicethe effective date of the proposed Transfer (or, at Landlord’s sole discretion's option, of shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If Landlord recaptures the Subject Space, the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord provisions shall be entitled to fifty percent applicable: (50%a) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then at Landlord's expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals responsible, at its expense, for painting, covering or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to otherwise decorating the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent surfaces of the Premises, that Landlord elects to cancel partitions facing the Lease and recapture the remaining Premises retained by Tenant; (in the case of an assignmentb) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If if this Lease shall be canceled as cancelled with respect to a portion of less than the Premises onlyentire Premises, the Rent payable reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant hereunder in proportion to the number of rentable square feet contained in the Premises; and this Lease as so amended shall continue thereafter in full force and effect (upon request of either party, the parties shall execute written confirmation of the same); and (c) Landlord shall have the right to negotiate directly with Tenant's proposed Transferee and to enter into a direct lease or occupancy agreement with any such party on such terms as shall be abated proportionately according acceptable to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Leasein its sole and absolute discretion, and Tenant hereby waives any claims against Landlord may relet the Premisesrelated thereto, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee any claims for compensation or subtenant of Tenant), without any liability profit related to Tenantsuch lease or occupancy agreement.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within Within thirty (30) days from the submission of the aforesaid information as to Landlord’s choicereceipt of a Transfer Notice, and all information specified in Section 27.2 above, Landlord may, at Landlord’s its option, in its sole and absolute discretion, by Notice to Tenant (“Recapture Notice”), elect to: (a) in the case of the following options: (1) That Landlord consents to a subleasing of proposed Sublease, sublease the Premises or assignment the portion thereof proposed to be sublet by Tenant at a rental rate per square foot equal to the lesser of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due per square foot rental rate under this Lease or any guarantee by Tenant of replacement tenant’s obligations)the proposed Sublease; or (3b) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of a proposed Assignment, take an assignmentassignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in its entirety or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished of the Premises subject to subleasethe proposed Transfer. In either such event Tenant shall surrender possession have the right, by Notice to Landlord no later than five (5) business days following Landlord’s delivery of the Premisesa Recapture Notice, or the portion thereof which is to withdraw the subject of Transfer Notice, in which event such Recapture Notice shall have no force or effect. Tenant’s request on failure to deliver such Notice to withdraw the date set forth in subject Transfer Notice within such five (5) business day period shall be deemed a notice from Landlord in accordance with waiver of its right to withdraw such Transfer Notice and the provisions of this Lease relating parties shall proceed pursuant to the surrender of Recapture Notice. If Landlord elects to proceed pursuant to clause (a) or (b) above (and Tenant does not timely withdraw the Premisessubject Transfer Notice), any payment by Landlord to Tenant pursuant to such clause shall not exceed the amount which Tenant would have received pursuant to Section 27.5.2 below if Landlord had elected to consent to the proposed Sublease or Assignment. If this Lease shall be canceled terminated with respect to the entire Premises, the Term shall end on the Transfer Date as to a portion if that date had been originally fixed in this Lease for the expiration of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderTerm. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable recaptures only a portion of the Premises, the Rent during the unexpired Term and Tenant’s Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises (or portion thereof) are recaptured pursuant to this Section 27.3 and rented by Landlord to the proposed tenant or any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenanttenant.

Recapture. Except for transfers under Article 16(BIn the event that Tenant seeks to assign this Lease or sublet one hundred percent (100%) above, Landlord shall notify Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment for substantially the remainder of the Term, then Landlord shall have the right to terminate this Lease in the event of such assignment either (i) on the condition that the proposed transferee immediately enter into a direct lease of the Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s notice, or (ii) so that Landlord is thereafter free to lease the Premises (or, in the case of a partial sublease, the portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord. In the event Landlord elects to so terminate this Lease, then (A) if such replacement tenant provided that Tenant shall remain fully liable for all termination is conditioned upon the execution of its a lease between Landlord and the proposed transferee, Tenant’s obligations and liabilities under this Lease and provided further that Landlord shall not be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from terminated until such subletting or assignment; or (2) That upon such replacement tenant’s entering into transferee executes a mutually satisfactory new lease for the Premises with Landlord, then enters into possession and commences the payment of rent, and (B) if Landlord elects simply to terminate this Lease (or, in the case of a partial sublease, terminate this Lease as to the portion to be so sublet), the Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (15) days after Landlord has notified Tenant in writing of such election. Upon such termination, Tenant shall be released from all any further obligations and liabilities obligation under this Lease (excepting only if it is terminated in its entirety, or shall be released from any unpaid rentals or any unperformed covenants then past due further obligation under this the Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant with respect to the express provisions of this Article 16, such notice space proposed to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (be sublet in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to a proposed partial sublease. In either such event Tenant shall surrender possession the case of a partial termination of the PremisesLease, or the portion thereof which is the subject of Base Monthly Rent and Tenant’s request on Share shall be reduced to an amount which bears the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating same relationship to the surrender original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. If this Lease Landlord and Tenant shall be canceled as to execute a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according cancellation and release with respect to the ratio that the area of the portion of the Premises surrendered bears Lease to the area of the Premises immediately prior to effect such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenanttermination.

Recapture. Except for transfers under Article 16(B) aboveIn addition to, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall notify Tenant within thirty (30) days from have the submission of the aforesaid information as to Landlord’s choiceoption, at Landlord’s in its sole discretion, of in the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) event of any Excess Income, hereinafter defined, obtained by Tenant from such proposed subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under to terminate this Lease (excepting only any unpaid rentals Lease, or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects a proposed subletting of less than the entire Premises, to cancel the Lease as to recapture the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the PremisesPremises to be sublet, as of the date the subletting or the portion assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof which is the subject within 60 days following Landlord’s receipt of Tenant’s request on the date set forth in a written notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premisesand accompanying information as required above. If this Lease shall be canceled terminated with respect to the entire Premises pursuant to this Section, the Term shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent during the unexpired Term shall ▇▇▇▇▇ proportionately. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant. In the event of the recapture of a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according Landlord pursuant to the ratio that terms of this Paragraph, Tenant shall pay all costs associated with the area separation of the recaptured premises from the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Leasenot recaptured, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, but without limitation, the proposed assignee or subtenant cost of Tenant)all demising partitions, without any liability to Tenantchanges in lighting and HVAC Systems and all reasonable architectural and/or engineering fees.

Recapture. Except for transfers under Article 16(B) aboveNotwithstanding anything to the contrary in this Article, Landlord shall notify have the option, by giving notice to Tenant within thirty (30) days from the submission after receipt of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) Tenant's notice of any Excess Income, hereinafter defined, obtained proposed Transfer (and any additional information required or requested by Tenant from such subletting or assignment; or Landlord in connection therewith) to: (2a) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the any Transfer, terminate this Lease as to the portion thereof that Tenant had wished to sublease. In either such Subject Space as of the effective date of the proposed Transfer, in which event Tenant shall surrender possession be relieved of all further obligations hereunder as to the PremisesSubject Space as ot such date; or (b) in the case of a sublease, or to sublease the portion thereof which is Subject Space from Tenant upon the subject of Tenant’s request on the date terms and conditions set forth in a Tenant's notice, except that the rent shall be the lower of the per square foot monthly Base Rent and additional Rent described in Articles 3 and 4 payable under this Lease for the Subject Space, or that part of the rent and other consideration set forth in Tenant's notice from which is applicable to the Space. If Landlord exercises its option to sublet the Subject Space, Tenant shall sublet the Subject Space to Landlord upon the terms and conditions contained in accordance with Tenant's notice; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Subject Space without obtaining Tenant's consent or sharing any of the economic consideration received by Landlord; (ii) the provisions of Article 6 shall not be applicable thereto; (iii) Landlord and its subtenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Subject Space; (iv) Tenant shall have no right of set-off or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord's liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord's interest under this Lease relating Lease. No failure of Landlord to exercise either option with respect to the surrender of Subject Lease shall be deemed to be Landlord's consent to the PremisesTransfer. If this Lease shall be canceled as terminated with respect to a portion of less than the Premises onlyentire Premises, the Rent payable reserved herein shall be prorated on the basis of the number of square feet of rentable area retained by Tenant hereunder shall be abated proportionately according in proportion to the ratio that the area number of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet rentable square feet contained in the Premises, or this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the applicable portion parties shall execute written confirmation of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantsame.

Recapture. Except for transfers (a) Notwithstanding Section 21.7(b), in the event Tenant intends to assign this Lease or sublet or otherwise enter in to a Transfer of the Leased Premises, Tenant may obtain a determination by Landlord as to whether Landlord would exercise its termination rights granted under Article 16(BSection 21.7(b) above(a “Recapture Notice Request”). Any Recapture Notice Request delivered by Tenant hereunder shall include the following information: (i) the proposed effective date of the assignment or subletting or Transfer, Landlord which shall notify Tenant within not be less than thirty (30) days from nor more than one hundred eighty (180) days after the submission date of delivery of the aforesaid information as Recapture Notice Request (the “Contemplated Transfer Date”), (ii) a description of the portion of the Leased Premises to be subleased, and (iii) the length of the proposed term of such assignment or subletting or Transfer. Landlord shall have fifteen (15) business days following Landlord’s choicereceipt of a Recapture Notice Request to advise Tenant, at in writing, if Landlord intends or does not intend to exercise its termination rights under Section 21.7(b). If Landlord elects to exercise its termination right set forth in Section 21.7(b), Landlord shall so notify Tenant and such notice shall include the termination date which date shall be the Contemplated Transfer Date set forth in the Recapture Notice Request. Landlord’s sole discretionfailure to respond within such fifteen (15) business day period and following a second notice (which notice shall have a heading in at least 12-point type, bold and all caps “FAILURE TO RESPOND SHALL RESULT IN A WAIVER OF LANDLORD’S TERMINATION RIGHTS GRANTED UNDER SECTION 21.7(a) OF THE LEASE WITH RESPECT TO THE ASSIGNMENT [SUBLETTING] CONTEMPLATED BY THE RECAPTURE NOTICE REQUEST”) and Landlord’s failure to respond within five (5) business days after receipt of such second notice shall be deemed a waiver by Landlord of the termination rights granted under Section 21.7(b) with respect to the assignment or subletting or Transfer contemplated by the Recapture Notice Request. If Landlord notifies Tenant that it will not exercise its termination rights (a “Waiver of Termination Right”), such Waiver of Termination Right will be made in writing or shall be deemed to have been made in writing if Tenant has provided the notice above and Landlord has failed to respond in the time period set forth above (a “Waiver Notice”) and may be relied upon by Tenant with respect to the Preliminary Transfer Proposal so approved for a period of one hundred and eighty (180) days following options:the date of the Waiver Notice (the “Termination Abeyance Period”). Any Waiver of Termination Right granted by Landlord (or deemed to have been granted by Landlord) hereunder represents Landlord’s agreement not to terminate the Lease (or portion thereof). In the event that Tenant does not present Landlord with a request for consent to a proposed assignment or subletting which is subject to a Waiver of Termination Right within the Termination Abeyance Period provided for herein, the Waiver of Termination Right with respect to such assignment or subletting or Transfer shall expire and shall be of no further force and effect; provided, however, that Tenant shall again have the right to submit a Recapture Notice Request to Landlord in accordance with the terms of this Section 21.7(a). (b) By written notice to Tenant (the “Termination Notice”) within fifteen (15) business days following submission to Landlord by Tenant of the information specified in section 21.7(a), Landlord may (1) That Landlord consents to a subleasing terminate this Lease in the event of an assignment of this Lease or sublet or other Transfer of the entire Leased Premises or assignment effective as of the Contemplated Transfer Date, or (2) terminate this Lease as to the portion of the Leased Premises to be sublet effective as of the Contemplated Transfer Date, if the sublet is to be of less than the entire Leased Premises. If Landlord elects to terminate under the provisions hereof, and the area to be terminated is less than the entire Leased Premises, an amendment to this Lease shall be executed in which Tenant’s obligations for rent and other charges shall be reduced in proportion to the reduction in the size of the Leased Premises caused thereby by restating the description of the Leased Premises, and its monetary obligations hereunder shall be reduced by multiplying such obligations by a fraction, the numerator of which is the Rentable Area of the Leased Premises offered for sublease and the denominator of which is the Rentable Area of the Leased Premises immediately prior to such replacement tenant provided that Tenant termination. Notwithstanding the foregoing, Landlord shall remain fully liable for all of its obligations not have the right to recapture and liabilities under terminate this Lease and provided further in connection with any assignment or sublease or Transfer to an Affiliate of Tenant or a Permitted Transferee (as defined in Section 21.11 below). For purposes hereof, the term “Affiliate” means any entity that Landlord shall be entitled to controls, is controlled by, or is under common control with Tenant. “Control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. For the purpose of this Lease, any Excess Incomesale or transfer of Tenant’s capital stock, hereinafter definedredemption or issuance of any additional stock of any class or the trading of any of Tenant’s stock if Tenant is a publicly traded company shall not be deemed an assignment, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under other Transfer of this Lease or the Leased Premises so long as there is no change in the management and control of Tenant. Moreover, none of the following shall be deemed an assignment, subletting or any guarantee by Tenant other Transfer of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent the Leased Premises: (i) a sale of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (corporate shares of capital stock in the case of Tenant in connection with an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject initial public offering of Tenant’s request stock on a nationally-recognized stock exchange, or (ii) the date set forth issuance of any stock preferences or other equity interests of Tenant in connection with raising additional financing or capital, provided that (i) there is no reduction in the net worth of Tenant in connection with such Transfer, and (ii) Tenant shall continue to conduct business at the Leased Premises in a notice from Landlord in accordance with the provisions of this Lease relating manner substantially similar to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately manner in which business was conducted prior to such surrenderTransfer. If Landlord Landlord’s right under this Section 21.7(b) to recapture by providing the Termination Notice shall cancel this Lease, Landlord may relet the Premises, not apply to a Transfer to an Affiliate of Tenant or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenanta Permitted Transferee under a Permitted Transfer.

Recapture. (a) Except for transfers under Article 16(Bas provided in Section 25.6(c), by written notice to Lessee (the "Termination Notice") above, Landlord shall notify Tenant within thirty twenty (3020) business days from the following submission to Lessor by Lessee of the aforesaid information as to Landlord’s choicespecified in Section 25.5, at Landlord’s sole discretion, Lessor: (i) may terminate this Lease in the event of an assignment of this Lease or sublet of the following options: entire Leased Premises; or (1ii) That Landlord consents to a subleasing of the Premises or assignment of the Lease to if such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to proposed subletting will result in more than fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the entire Leased Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises being sublet (in the case of an assignment) or that Landlord elects to cancel the aggregate with any previous subleases), terminate this Lease as to the all or any portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Leased Premises, or . Any termination pursuant to clause (ii) above shall be subject to the portion thereof which is rights of any sublessees under any existing subleases provided Lessor has previously consented to the subject of Tenant’s request on the date set forth in a notice from Landlord sublease in accordance with the provisions terms of this Lease. In the event Lessor elects to terminate this Lease relating as to the surrender that portion of the Premises. If Leased Premises to be sublet, an amendment to this Lease shall be canceled executed whereby the description of the Leased Premises is restated and Lessee's obligations for rent and other charges are reduced in proportion to the reduction in Rentable Area of the Leased Premises caused thereby. (b) In the event that Lessor terminates this Lease or terminates this Lease as to a portion of thereof, Lessor may, if it elects, enter into a new lease covering the Leased Premises onlyor a portion thereof with the intended Transferee on such terms as Lessor and such Transferee may agree or enter into a new lease covering the Leased Premises with any other party; in such event, the Rent payable by Tenant hereunder Lessee shall not be abated proportionately according entitled to the ratio that the area of the any portion of the Premises surrendered bears to profit if any which Lessor may realize on account of such termination and reletting. From and after the area date of the Premises immediately prior to such surrender. If Landlord shall cancel termination of this Lease, Landlord may relet the Premisesparties shall have no further obligations to each other under this Lease except for matters occurring or obligations arising prior to the date of such termination. (c) Notwithstanding the provisions of Section 25.6(a), or in the applicable portion event the Transfer is a part of the Premisessale of Lessee's entire business by way of the sale of substantially all of the Lessee's assets or Lessee's capital stock, and Lessor approves the Transfer, Lessor, upon reasonable prior notice and supporting documentation, agrees to any waive its recapture rights specified in Section 25.6(a) and 25.6(b); however, all other party (including, without limitation, provisions of Section 25 shall be applicable to such a Transfer including the proposed assignee or subtenant provisions of Tenant), without any liability to TenantSection 25.8.

Recapture. Except for transfers under Article 16(BIn the event: (a) above, Landlord shall notify Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease the Premises or any portion thereof for eighty percent (80%) or more than 66 of the balance of the Term; or (b) Tenant proposes to sublease twenty percent (20%) or more of the rentable area of the Premises, then Tenant shall notify Landlord thereof in writing, not less than ninety (90) days prior to the earliest date that Tenant proposes such assignment or subletting shall be effective, describing the Proposed Sublet Space, the term of any proposed sublease and the Proposed Sublease Commencement Date (hereinafter referred to as the "Intention Notice"). Landlord elects shall have the right in its sole and absolute discretion to cancel terminate this Lease in the Lease and event of an assignment or, with respect to the Proposed Sublet Space, a sublease, as applicable, by sending Tenant written notice of such termination within thirty (30) days after Landlord's receipt of an Intention Notice from Tenant; provided, however, that with respect to a recapture that is triggered by a proposed sublease, Landlord shall recapture the Premises Proposed Sublet Space for only the term of the proposed sublease (in except that if the case term of an assignmentthe proposed sublease is for eighty percent (80%) or that more of the balance of the Term, then Landlord elects may recapture the Proposed Sublease Space for the entirety of the balance of the Term). If the Proposed Sublet Space does not constitute the entire Premises and Landlord exercises its option to cancel the terminate this Lease as with respect to the portion thereof that Tenant had wished to sublease. In either such event Proposed Sublet Space, then (i) Tenant shall surrender possession of tender the Proposed Sublet Space to Landlord on the Proposed Sublease Commencement Date specified in Tenant's Intention Notice and such space shall thereafter be deleted from the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled and (ii) as to a that portion of the Premises onlywhich is not part of the Proposed Sublet Space, the this Lease shall remain in full force and effect except that Base Rent payable by Tenant hereunder and additional rent shall be abated proportionately according reduced pro rata. The cost of any construction required to permit the ratio that the area operation of the portion Proposed Sublet Space separate from the balance of the Premises surrendered bears shall be paid by Tenant to the area of the Premises immediately prior to such surrenderLandlord as additional rent hereunder. If the Proposed Sublet Space constitutes the entire Premises and Landlord shall cancel elects to terminate this Lease, Landlord may relet then Tenant shall tender the PremisesProposed Sublet Space to Landlord, or and this Lease shall terminate, on the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to TenantProposed Sublease Commencement Date.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within Within thirty (30) days from the submission of the aforesaid information as to Landlord’s choicereceipt of a Transfer Notice and all information specified in Section 27.2 above, Landlord may, at Landlord’s its option, in its sole and absolute discretion, by Notice to Tenant (“Recapture Notice”), elect to: (a) in the case of the following options: (1) That Landlord consents to a subleasing of proposed Sublease, sublease the Premises or assignment the portion thereof proposed to be sublet by Tenant at a rental rate per square foot equal to the lesser of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due per square foot rental rate under this Lease or any guarantee by Tenant of replacement tenant’s obligations)the proposed Sublease; or (3b) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of a proposed Assignment, take an assignmentassignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in its entirety or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished of the Premises subject to subleasethe proposed Transfer. In either such event Tenant shall surrender possession have the right, by Notice to Landlord no later than five (5) business days following Landlord’s delivery of the Premisesa Recapture Notice, or the portion thereof which is to withdraw the subject of Transfer Notice, in which event such Recapture Notice shall have no force or effect. Tenant’s request on failure to deliver such Notice to withdraw the date set forth in subject Transfer Notice within such five (5) business day period shall be deemed a notice from Landlord in accordance with waiver of its right to withdraw such Transfer Notice and the provisions of this Lease relating parties shall proceed pursuant to the surrender of Recapture Notice. If Landlord elects to proceed pursuant to clause (a) or (b) above (and Tenant does not timely withdraw the Premisessubject Transfer Notice), any payment by Landlord to Tenant pursuant to such clause shall not exceed the amount which Tenant would have received pursuant to Section 27.5.2 below if Landlord had elected to consent to the proposed Sublease or Assignment. If this Lease shall be canceled terminated with respect to the entire Premises, the Term shall end on the Transfer Date as to a portion if that date had been originally fixed in this Lease for the expiration of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderTerm. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable recaptures only a portion of the Premises, the Rent during the unexpired Term and Tenant’s Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture and Landlord shall be responsible for the construction of any partitions necessary to separate the recaptured space. Tenant shall, at Tenant’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises (or portion thereof) are recaptured pursuant to this Section 27.3 and rented by Landlord to the proposed tenant or any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenanttenant.

Recapture. Except If Tenant at any time desires to Transfer this Lease or any part thereof, it shall first notify Landlord in writing of its desire to do so, and offer Landlord the right to recapture, at the per square foot rental for transfers under Article 16(B) abovethe space then applicable pursuant to this Lease or the rental which Tenant proposed to obtain whichever is lower, for all or any part of the Premises which Tenant desires to assign or sublet. Tenant’s notice to Landlord shall notify specify (i) the name and business of the proposed assignee or sublessee, (ii) the amount and location of this space affected, (iii) the proposed effective date and duration of the subletting or assignment, and (iv) the proposed rental to be paid to Tenant by such sublessee or assignee. Landlord, upon receipt of such notice, shall have the option, to be exercised within thirty sixty (3060) days from the submission date of the aforesaid information as receipt of such notice, to Landlord’s choice, at Landlord’s sole discretion, require Tenant to execute an assignment to Landlord of the following options: this Lease (1if Tenant desires to assign this Lease) That or a sublease to Landlord consents to a subleasing of the Premises or such portion thereof as Tenant desires to sublet with the right of Landlord to sublease to others, or anyone designated by Landlord. If Landlord exercises such option and such assignment of or sublease is at the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under rental specified in this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess IncomeLease, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from of all further obligations liability hereunder, from and liabilities under this Lease (excepting only any unpaid rentals after the effective date of such assignment or any unperformed covenants then past due under this Lease or any guarantee by sublease, with respect to that portion of the Premises included therein. If Landlord does not exercise such option within such time, Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to may thereafter assign this Lease or sublease more sublet the premises involved, provided Landlord consents thereto, but at a rental not less than 66 percent offered to Landlord in the notice and not later than ninety (90) days after delivery of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to subleaseaforesaid notice unless a further notice is given. In either such the event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of does not exercise its right to terminate this Lease relating or to the surrender of the Premises. If this Lease shall be canceled as to sublet a portion of the Premises onlyfrom Tenant and Landlord has granted its written consent, Tenant may assign this Lease or sublet all or a portion of the Premises in accordance with Landlord’s consent. Any Rent accruing to Tenant as a result of such assignment or sublease which is in excess or the Rent payable then being paid by Tenant, or in excess of the pro rata share of Rent then being paid by Tenant hereunder shall be abated proportionately according to the ratio that the area of for the portion of the Premises surrendered bears being sublet, shall be paid by Tenant to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantmonthly as additional rent.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from an assignment to a Related Entity in accordance with the submission provisions of Section 16 of the aforesaid information Lease, in the event the sublease or assignment (i) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as to Landlord’s choicethe case may be, at Landlord’s sole discretion, more than twenty-five percent (25%) of the following options: (1) That Landlord consents to a subleasing rentable square feet of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable (ii) is for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to a term which by itself or taken together with then existing or pending subleases or partial assignments is greater than fifty percent (50%) of any Excess Incomethe period remaining in the Term of this Lease as of the time of the Proposed Effective Date, hereinafter definedthen Landlord shall have the right, obtained to be exercised by giving written notice to Tenant from such subletting within Landlord's Response Period or the Second Response Period, to recapture the space described in the sublease or assignment; or (2) That upon . If such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlordrecapture notice is given, then Tenant it shall be released from all further obligations and liabilities under serve to terminate this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines with respect to consent to such the proposed sublease or assignment pursuant to space, or, if the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease proposed sublease or sublease more than 66 percent of assignment space covers all the Premises, that Landlord elects it shall serve to cancel terminate the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions entire Term of this Lease relating to the surrender in either case, as of the PremisesProposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease shall be canceled as is terminated pursuant to a portion of the Premises onlyforegoing with respect to less than the entire Premises, the Rent payable shall be adjusted on the basis of the proportion of square feet retained by Tenant hereunder shall be abated proportionately according to the ratio that square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Notwithstanding the area foregoing, Landlord shall not have the right to recapture the proposed sublease or assignment space if the proposed sublease or assignment is to an entity or party not considered to be a Related Entity under this Lease if (a) such non-related entity or party has a net worth of at least Ten Million Dollars ($10,000,000.00) and a net income of at least Three Million Dollars ($3,000,000.00) for the most recent fiscal year and (b) such non-related entity or party agrees to pay ninety percent (90%) of the portion then Fair Rental Value (as such term is defined in Addendum 1 hereto) of the Premises surrendered bears proposed assignment or sublease space; provided, however, that ninety percent (90%) of Fair Rental Value shall not be less than the Base Rent and Adjustments to Base Rent as set forth in the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to TenantBasic Lease Information.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s 's choice, at Landlord’s 's sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s 's entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s 's obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s 's request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from Notwithstanding the submission foregoing provisions of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: this Article: (1) That Landlord consents in the event Tenant proposes to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of assign its obligations and liabilities under interest in this Lease and provided further that Landlord shall be entitled or to sublet (by one or more subleases, in the aggregate) fifty percent (50%) or more of the Demised Premises for a sublease term ending within one (1) year prior to the Expiration Date (or the expiration of any Excess Incomethen effective Extension Period), hereinafter definedbut excluding any such assignment or sublease to a Related Entity of Genzyme Corporation otherwise permitted under this Lease, obtained Landlord, at Landlord's option, may give to Tenant, within twenty (20) days after the submission by Tenant from to Landlord of the statement required to be submitted in connection with such subletting assignment or assignmentsubletting, or, if Tenant so requests, within twenty (20) days after Tenant notifies Landlord that Tenant wishes to undertake such assignment or subletting, but has not yet procured a proposed assignee or subtenant, a notice terminating this Lease on the date (referred to as the "Earlier Expiration Date") immediately prior to the proposed commencement date of the term of the proposed assignment or subletting, as set forth in such statement, and, in the event such notice is given, this Lease and the Term shall come to an end and expire on the Earlier Expiration Date with the same effect as if it were the date originally fixed in this Lease for the end of the Term of this Lease, and the Rent shall be apportioned as of said Earlier Expiration Date and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant; or or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for in the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided event Tenant proposes to assign this Lease sublet all or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a any portion of the Demised Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according (except for a sublease to the ratio that the area a Related Entity of the portion of the Premises surrendered bears Genzyme Corporation as permitted pursuant to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of TenantSection 12.2), without any liability Landlord, at Landlord's option, may give to Tenant., within

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided If Tenant proposes to assign its interest in this Lease or sublease more than 66 percent sublet all or any part of the Leased Premises, that Landlord elects may, at its option, upon written notice to cancel Tenant within ten (10) days after Landlord's receipt of the information specified in Article 19.3 above, elect to recapture all or any portion of the Leased Premises, and within sixty (60) days after notice of such election has been given to Tenant, this Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease shall terminate as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the PremisesLeased Premises recaptured. If this Lease shall be canceled as to all or a portion of the Leased Premises onlyis recaptured by Landlord pursuant to this Article 19.4, Tenant shall promptly execute and deliver to Landlord a termination agreement setting forth the Rent payable by Tenant hereunder shall be abated proportionately according termination date with respect to the ratio that Leased Premises or the area of recaptured portion thereof, and prorating the portion of the Premises surrendered bears to the area of the Premises immediately prior Annual Basic Rent, Additional Rent and other charges payable hereunder to such surrenderdate. If Landlord shall cancel does not elect to recapture as set forth above, Tenant may thereafter enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents thereto pursuant to this Article 19, and provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, Landlord may relet (c) there is not in existence an Event of Default as of the effective date of the assignment or sublease, (d) there have been no material changes with respect to the financial condition of the proposed subtenant or assignee or the business such party intends to conduct in the Leased Premises, and (e) a fully executed original of such assignment or sublease providing for an express assumption by the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant)all of the terms, without any liability covenants and conditions of this Lease is promptly delivered to TenantLandlord.

Recapture. Except for transfers under Article 16(B) aboveNotwithstanding anything herein to the contrary, Landlord if at any time or from time to time during the term of this Lease or any extension period hereof, Tenant desires to sublet or assign this Lease with respect to all or part of the Premises, Tenant shall notify Tenant within thirty Landlord in writing (30hereinafter referred to in this Section as the “Notice”) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, terms of the following options: (1) That proposed subletting or assignment and the area proposed to be sublet or covered by the assignment and deliver to Landlord consents to a subleasing an executed copy of the Premises proposed sublease or assignment of thereby giving Landlord the Lease option to either (i) sublet from Tenant such replacement tenant provided that space (hereinafter referred to as “Sublet Space”) at the same Rent as Tenant shall remain fully liable for all of its obligations and liabilities is then required to pay to Landlord under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises same space, or (ii) terminate this Lease with Landlord, then respect to the Sublet Space in which case Tenant shall be released from all any further obligations liability hereunder. If the Sublet Space does not constitute the entire Premises and liabilities under Landlord exercises its election to terminate this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under with respect to the Sublet Space, then, as to that portion of the Premises which is not part of the Sublet Space, this Lease or any guarantee and the Rent due from Tenant shall be reduced by Tenant a fraction, the numerator of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to which shall be the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent rentable square feet of the Premises, that Landlord elects to cancel Sublet Space and the Lease and recapture denominator of which shall be the rentable square feet of the Premises (in such fraction to be then multiplied by the case of an assignment) or that Landlord elects Rent then due to cancel determine the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession amount of the Premises, reduction. The election to either sublet or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If terminate this Lease shall be canceled as to exercisable by Landlord in writing within a portion period of forty-five (45) days after receipt of the Premises only, Notice and the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area executed copy of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, proposed sublease or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantassignment.

Recapture. Except for transfers under Article 16(B(a) above, Landlord shall notify Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided If Tenant proposes to assign this Lease or sublease more than 66 seventy five percent (75%) of the Premisesrentable square footage of the Premises for a term which expires within three hundred and sixty five (365) days prior to the expiration of the Term, that then Landlord elects will have the right, exercisable by written notice (the "Recapture Notice") to cancel the Lease and Tenant within fifteen (15) days after receipt of Tenant's Notice, to recapture the Premises space described in Tenant's Notice (in the case of an assignment) or that Landlord elects to "Recapture Space"). The Recapture Notice will cancel the and terminate this Lease as with respect to the portion thereof that Tenant had wished to sublease. In either such event Recapture Space as of the date stated in Tenant's Notice for the commencement of the proposed assignment or sublease and Tenant shall surrender possession of the PremisesRecapture Space as of such date. Thereafter, or the portion thereof which is Basic Rent and Additional Rent will be equitably adjusted based upon the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion square footage of the Premises onlythen remaining, after deducting the Rent payable by Tenant hereunder shall be abated proportionately according square footage attributable to the ratio Recapture Space. (b) If Landlord elects to exercise its recapture right and the Recaptured Space is less than the entire Premises, then Landlord, at its sole expense, will have the right to make any alterations to the Premises required, in Landlord's reasonable judgment, to make such Recaptured Space a self-contained rental unit. Landlord shall perform all such work, if any, with as little inconvenience to Tenant's business as is reasonably possible; provided, however, that the area (i) Landlord will not be required to perform such work after normal business hours or on weekends, and (ii) Landlord will not be deemed guilty of the portion an eviction, partial eviction, constructive eviction or disturbance of Tenant's use or possession of the Premises surrendered bears on account of such work and will not be liable to the area Tenant on account of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantsame.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents an assignment to a subleasing Related Entity in accordance with the provisions of the Premises or assignment Section 15.6 of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled except for an EP Sublease during the EP Tolling Period pursuant to the provisions of Section 15.2 hereof, in the event the sublease or assignment (i) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than thirty-five percent (35%) of the rentable square feet of the Building or (ii) is for a term which by itself or taken together with then existing or pending subleases or partial assignments is greater than fifty percent (50%) of any Excess Incomethe period remaining in the Term of this Lease as of the time of the Proposed Effective Date, hereinafter definedthen Landlord shall have the right, obtained to be exercised by giving written notice to Tenant from such subletting within Landlord's Response Period, to recapture the space described in the sublease or assignment; or (2) That upon . If such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlordrecapture notice is given, then Tenant it shall be released from all further obligations and liabilities under serve to terminate this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines with respect to consent to such the proposed sublease or assignment pursuant to space, or, if the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease proposed sublease or sublease more than 66 percent of assignment space covers all the Premises, that Landlord elects it shall serve to cancel terminate the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions entire Term of this Lease relating to the surrender in either case, as of the PremisesProposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease shall be canceled as is terminated pursuant to a portion of the Premises onlyforegoing with respect to less than the entire Premises, the Rent payable shall be adjusted on the basis of the proportion of square feet retained by Tenant hereunder shall be abated proportionately according to the ratio that square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Notwithstanding the area foregoing or anything to the contrary contained in Section 15.4 hereof, Landlord shall not have the right to recapture the proposed sublease or assignment space if the proposed sublease or assignment is to an entity or party not considered to be a Related Entity under this Lease so long as Landlord is paid one hundred percent (100%) of the portion Bonus Rent (hereinafter defined) by Tenant, as Additional Rent, at the same time as the monthly installments of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to TenantRent are payable hereunder.

Recapture. Except for transfers under Article 16(B) In addition to withholding its consent as set forth above, except in the case of an assignment or subletting to a Permitted Transferee, Landlord shall notify Tenant within thirty (30) days from have the submission of the aforesaid information right to terminate this Lease as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing that portion of the Premises which Tenant seeks to sublet or assignment as to which Tenant seeks to assign its rights under this Lease, whether by Tenant requesting Landlord’s consent thereto or otherwise. Landlord may exercise such right to terminate, if at all, by giving written notice to Tenant within ten (10) business days after Landlord’s receipt of Tenant’s request for such consent, together with all other documentation required hereunder in connection therewith; provided, if Landlord notifies Tenant that Landlord elects to exercise this recapture right, Tenant may, within five (5) business days of its receipt of Landlord’s recapture notice, notify Landlord in writing that Tenant withdraws its request to sublease or assign, in which case Tenant shall continue to lease all of the Lease Premises, subject to the terms of this Lease, and Landlord’s recapture notice shall be null and void. If Landlord exercises such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that right to terminate, Landlord shall be entitled to fifty percent (50%) recover possession of, and Tenant shall surrender, such portion of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with on the later of (i) the proposed date for possession by such assignee or subtenant, or (ii) ninety (90) days after the date of Landlord, then Tenant shall be released from all further obligations and liabilities under ’s notice of termination to Tenant. In the event Landlord terminates this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion part of the Premises only, the then Base Rent payable by Tenant hereunder and Tenant’s Proportionate Share shall be abated proportionately according equitably reduced on a per square foot basis and Tenant shall (x) upon demand by Landlord pay to Landlord the ratio that reasonable cost to physically divide and separate the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion parts of the Premises, including cost of demising walls, separate entryways, and separation of all Building systems serving the Premises, (y) upon demand pay to any Landlord a percentage of the amount payable under clause (x) above to reimburse Landlord for all overhead, general conditions, fees, and other party costs and expenses arising from Landlord’s involvement in such work, as if such work were “Work” under Section 5 above, and (includingz) execute and deliver to Landlord such amendments to this Lease as Landlord may reasonably require to (aa) evidence the partial termination of this Lease, without limitation, and (bb) adjust Base Rent and other sums payable for the proposed assignee or subtenant remainder of Tenant), without any liability to Tenantthe Premises.

Recapture. Except for transfers under Article 16(B) abovein the case of the sale of Tenant’s business conducted in the Premises in which event, Landlord shall notify not have any right to recapture the Premises and/or terminate this Lease; provided that no uncured Default by Tenant within thirty (30) days from exists at the submission time of such sale, Landlord shall have the aforesaid information right to terminate this Lease as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing that portion of the Premises or assignment covered by a Transfer. Landlord may exercise such right to terminate by giving notice to Tenant at any time within twenty (20) days after the date on which Tenant has furnished to Landlord all of the Lease items required under Paragraph 14.B. If Landlord exercises such right to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that terminate, Landlord shall be entitled to fifty percent (50%) of any Excess Incomerecover possession of, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then and Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to surrender such sublease or assignment pursuant to the express provisions of this Article 16portion of, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (with appropriate demising partitions erected at the expense of Tenant) on the effective date of the proposed Transfer. In the event Landlord exercises such right to terminate, Landlord shall have the right to enter into a lease with the proposed transferee without incurring any liability to Tenant on account thereof. Except in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject sale of Tenant’s request on business conducted in the date set forth Premises in a notice from which event, Landlord shall not have any right to share in accordance with the provisions profits of this same, if Landlord consents to any Transfer, Tenant shall pay to Landlord one-half (1/2) of all net Rent and other net consideration under the Lease relating to the surrender received by Tenant in excess of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable paid by Tenant hereunder shall be abated proportionately according to the ratio that the area of for the portion of the Premises surrendered bears to so transferred. As used herein, the area terms “net Rent” and/or “net consideration” shall mean the excess of the Premises immediately prior to Base Rent, Additional Rent and other consideration paid by such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant above the Base Rent and Additional Rent paid by Tenant hereunder after deduction of all reasonable and customary expenses incurred by Tenant in connection with such assignment or sublease including, but not limited to, brokerage commissions, leasehold improvement costs and attorney’s fees. Such Rent shall be paid as and when received by Tenant). In addition, without Tenant shall pay to Landlord any liability reasonable attorneys’ or other fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to Tenantsuch Transfer and whether or not Landlord exercises its termination rights hereunder.

Recapture. Except If Tenant at any time desires to transfer this Lease or any part thereof (other than in connection with the sale of Tenant’s business to a third party), it shall first notify Landlord in writing of its desire to do so, and offer Landlord the right to recapture, at the per square foot rental for transfers under Article 16(B) abovethe space then applicable pursuant to this Lease or the rental which Tenant proposed to obtain whichever is lower, Landlord all or any part of the Premises which Tenant desires to assign or sublet. Landlord, upon receipt of such notice, shall notify Tenant have the option, to be exercised within thirty sixty (3060) days from the submission date of the aforesaid information as receipt of such notice, to Landlord’s choice, at Landlord’s sole discretion, require Tenant to execute an assignment to Landlord of the following options: this Lease (1if Tenant desires to assign this Lease) That or a sublease to Landlord consents to a subleasing of the Premises or such portion thereof as Tenant desires to sublet with the right of Landlord to sublease to others, or anyone designated by Landlord. If Landlord exercises such option and such assignment of or sublease is at the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under rental specified in this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess IncomeLease, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from of all further obligations liability hereunder, from and liabilities under this Lease (excepting only any unpaid rentals after the effective date of such assignment or any unperformed covenants then past due under this Lease or any guarantee by sublease, with respect to that portion of the Premises included therein. If Landlord does not exercise such option within such time, Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to may thereafter assign this Lease or sublease more sublet the premises involved, provided Landlord consents thereto, but at a rental not less than 66 percent offered to Landlord in the notice and not later than ninety (90) days after delivery of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to subleaseaforesaid notice unless a further notice is given. In either such the event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of does not exercise its right to terminate this Lease relating or to the surrender of the Premises. If this Lease shall be canceled as to sublet a portion of the Premises onlyfrom Tenant and Landlord has granted its written consent, Tenant may assign this Lease or sublet all or a portion of the Premises in accordance with Landlord’s consent. Any Rent accruing to Tenant as a result of such assignment or sublease which is in excess or the Rent payable then being paid by Tenant, or in excess of the pro rata share of Rent then being paid by Tenant hereunder shall be abated proportionately according to the ratio that the area of for the portion of the Premises surrendered bears being sublet, shall be paid by Tenant to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantmonthly as additional rent.

Recapture. Except for transfers under Article 16(B) abovewith respect to a Corporate Transfer, Landlord may, within twenty (20) days after submission of Tenant's written request for Landlord's consent to an assignment or subletting, provide Tenant with written notice of its election to cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be effective. Tenant may rescind its transfer request within ten (10) business days after receipt of Landlord's notice and this Lease shall notify continue in full force and effect. If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer, and Tenant shall be released from a continuing obligations accruing thereafter except calculations or recalculations of Taxes and Operating Expenses. If during the first seven (7) years of the initial Term Tenant proposes a financial institution which will use the Premises solely in accord with the Permitted Use and Landlord recaptures the Premises, then the Landlord shall reimburse Tenant for the unamortized (using straight line amortization over a period of ten (10) years, or such shorter time as is the useful life of any particular item or element, starting at the Commencement Date) cost of improvements to the Premises paid by Tenant which are for the specific use by such a financial institution and which cannot be removed from the Premises; within thirty (30) days from after the submission Commencement Date, Tenant shall provide Landlord with a statement and all documentation establishing the cost of the aforesaid information as Tenant's Work to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to paid for by Tenant. Thereafter, Landlord may lease such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that prospective transferee (or to any other person) without liability to Tenant. Notwithstanding anything to the area of contrary contained herein, Landlord may not exercise the portion recapture rights provided for in this Section 8.2 if the proposed subletting is for less than twenty five percent (25%) of the Premises surrendered bears and terminates not less than three (3) years prior to the area end of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, remaining term (without giving effect to any other party (including, without limitation, the proposed assignee renewal or subtenant of Tenantextension right), without any liability to Tenant.

Recapture. Except for transfers under Article 16(B) aboveIf Tenant proposes to assign its interest in this --------- Lease or sublet all or any part of the Leased Premises, Landlord shall notify may, at its option, upon written notice to Tenant within thirty (30) days from the submission after Landlord's receipt of the aforesaid information as specified in Article 19.3 above, elect to Landlord’s choice, at Landlord’s sole discretion, recapture ------------ all or any portion of the following options: Leased Premises, and within sixty (160) That Landlord consents days after notice of such election has been given to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under Tenant, this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease terminate as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the PremisesLeased Premises recaptured. If this Lease shall be canceled as to all or a portion of the Leased Premises only, is recaptured by Landlord pursuant to this Article 19.4 Tenant shall promptly ------------ execute and deliver to Landlord a termination agreement setting forth the Rent payable by Tenant hereunder shall be abated proportionately according termination date with respect to the ratio that Leased Premises or the area of the recaptured portion of the Premises surrendered bears to Leased Premises, and prorating the area of the Premises immediately prior Annual Basic Rent, Additional Rent and other charges payable under this Lease to such surrenderdate. If Landlord shall cancel does not elect to recapture as set forth above, Tenant may then after enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents to such assignment or sublease pursuant to this Article 19 and ---------- provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent (b) Tenant pays all amounts then owed to Landlord under this Lease, Landlord may relet (c) there is not in existence an Event of Default as of the effective date of the assignment or sublease, (d) there have been no material changes with respect to the financial condition of the proposed subtenant or assignee or the business such party intends to conduct in the Leased Premises, and (e) a fully executed original of such assignment or sublease providing for an express assumption by the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant)all of the terms, without any liability covenants and conditions of this Lease is promptly delivered to TenantLandlord.

Recapture. Except for transfers under Article 16(Bwith respect to a Transfer to a Related Entity in accordance with Section 14.8 below, if the Transfer (i) aboveby itself or taken together with then existing or pending Transfers covers or totals, Landlord shall notify Tenant within thirty as the case may be, more than thirty-five percent (3035%) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, rentable square feet of the following options: Premises, or (1ii) That Landlord consents to is for a subleasing of the Premises term which by itself or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to taken together with then existing or pending Transfers is greater than fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlordperiod then remaining in the Term of this Lease as of the time of the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant (the "Landlord's Recapture Notice"), to recapture the Subject Space described in the Tenant's Notice. If within fifteen (15) days of Landlord's delivery to Tenant of the Landlord's Recapture Notice Tenant does not deliver to Landlord written notice (the "Tenant's Recapture Rescission Notice") that Tenant has elected (i) not to consummate such proposed Transfer, and (ii) to rescind the request to enter into such proposed Transfer, such Landlord's Recapture Notice shall be released from all further obligations and liabilities under serve to terminate this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant with respect to the express provisions of this Article 16proposed Subject Space, such notice to specify precisely or, if the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of proposed Subject Space covers all the Premises, that Landlord elects it shall serve to cancel terminate the Lease and recapture the Premises (entire Term of this Lease, in the case of an assignment) or that Landlord elects to cancel the Lease either case, as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the PremisesProposed Effective Date. However, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions no termination of this Lease relating with respect to the surrender part or all of the PremisesPremises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any other portion of the Project. If this Lease shall be canceled as is terminated pursuant to a portion of the Premises onlyforegoing provisions regarding Landlord's recapture right with respect to less than the entire Premises, the Rent payable shall be adjusted on the basis of the proportion of rentable square feet retained by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord rentable square feet originally demised and this Lease as so amended shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantcontinue thereafter in full force and effect.

Recapture. Except for transfers under Article 16(BIf at any time or from time to time during the term of this Lease Tenant desires to sublet or assign all of the Premises and the expiration of the term of such release or assignment falls within the last twelve (12) abovemonths of the Term, Tenant shall give notice to Landlord setting forth the terms of the proposed subletting and the space so proposed to be sublet. Landlord shall notify have the option, exercisable by notice given to Tenant within thirty (30) days from after Tenant’s notice is given, to terminate the submission Lease effective as of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, date of the following options: (1) That proposed subletting. Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering may enter into a mutually satisfactory new lease for with the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided proposed subtenant. If Tenant proposes to assign this Lease or sublease more than 66 percent of the PremisesLease, that Landlord elects to cancel the Lease and recapture the Premises may, by notice given within thirty (in the case of an assignment30) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject days of Tenant’s request on notice, elect to terminate this Lease as of the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderproposed assignment. If Landlord shall cancel so terminates this Lease, Landlord may, if it elects, enter into a new lease covering the Premises or a portion thereof with the intended assignee or subtenant on such terms as Landlord and such person may relet agree, or enter into a new lease covering the Premises or a portion thereof with any other person; in such event, Tenant shall not be entitled to any portion of the profit, if any, which Landlord may realize on account of such termination and reletting. Landlord’s exercise of its aforesaid option shall not be construed to impose any liability upon Landlord with respect to any real estate brokerage commission(s) or any other costs or expenses incurred by Tenant in connection with its proposed subletting or assignment. If Landlord does not exercise its options to terminate this Lease or sublet the Premises, or Tenant shall be free to sublet such space to any third party on the applicable portion same terms set forth in the notice given to Landlord, subject to obtaining Landlord’s prior consent as hereinabove provided.” d. Paragraph 12(f) of the Premises, Lease is hereby amended to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.read as follows:

Recapture. Except Notwithstanding anything to the contrary in this Lease, if Tenant vacates or abandons the Premises for transfers under Article 16(Bany period of time longer than six (6) aboveconsecutive months during the Lease Term for any reason other than a Temporary Closure (as defined below), Tenant shall not be in default hereunder, but Landlord shall notify have the option (the “Recapture Option”) to terminate this Lease upon thirty (30) days’ prior written notice to Tenant (the “Recapture Notice”). Any such termination by Landlord shall be effective as of the date (the “Recapture Date”) that is thirty (30) days after the date of the Recapture Notice. Notwithstanding the foregoing, if Tenant reoccupies the Premises within thirty (30) days from the submission after receipt of the aforesaid information as Recapture Notice, such termination shall be of no force or effect and this Lease shall continue to Landlord’s choicebe in effect for all purposes (provided that if Tenant should vacate or abandon the Premises within one-hundred eighty (180) days after any such re-occupancy, then Landlord shall thereafter be entitled to exercise its Recapture Option at Landlord’s sole discretionany time the Premises remain unoccupied and, of under such circumstances, Tenant shall not be entitled to nullify such Recapture Option by reoccupying the following options: (1) That Landlord consents to a subleasing Premises). For the purposes hereof, the term “Temporary Closures” means, collectively, temporary vacations of the Premises or assignment cessations of business operations at the Lease Premises due to such replacement tenant provided that any force majeure event under Paragraph 49 of this Lease, casualty, condemnation, remodeling (for no longer than sixty (60) consecutive days) or closures caused by the acts or omissions of Landlord or its employees, agents or contractors. For purposes of clarity, Tenant shall remain fully liable for obligated to perform all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) during any such period of any Excess Income, hereinafter defined, obtained by Tenant from such subletting vacation or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under closure. If this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment is terminated pursuant to the express provisions of this Article 16Paragraph 71, such notice to specify precisely the reasons for such refusal of consent; or (4i) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture shall vacate the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions requirements of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet (ii) Tenant’s obligation to pay rent shall cease on the PremisesRecapture Date, and (iii) neither party shall have any further obligations as of the Recapture Date other than those that accrued prior to the Recapture Date, or those that expressly survive the applicable portion expiration or earlier termination of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantthis Lease.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify 11.1 If Tenant within thirty (30) days from the submission of the aforesaid information as desires to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises enter into any sublease or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent portion of the Premises, that Landlord elects shall have the option to cancel the Lease and recapture from the Premises (in covered by this Lease, the case space proposed to be sublet or assigned by Tenant, effective as of an assignment) the proposed commencement date of sublease or that assignment of said space by Tenant. Landlord elects may exercise said option by giving Tenant written notice after receipt by Landlord of Tenant's notice of the proposed sublease or assignment or proposal to cancel the Lease as to the portion thereof that Tenant had wished to subleasesublease or assign. In either such event If Landlord exercises said option, Tenant shall surrender possession of the Premises, proposed sublease or the portion thereof which is the subject of Tenant’s request assigned space to Landlord on the effective date set forth in a notice of recapture of said space from Landlord in accordance the Premises covered by this Lease, and neither party hereto shall have any further rights or liabilities with the provisions of respect to said space under this Lease relating accruing after the effective date thereof. Provided, however, such recapture shall not release or discharge either party from any obligation that has accrued thereunder prior to the surrender such recapture. Effective as of the Premises. If this Lease shall be canceled as to a date of recapture of any subleased space of any portion of the Premises onlycovered by this Lease pursuant to this paragraph, (i) the Rent payable by Tenant hereunder shall be abated proportionately according to reduced in the ratio that same proportion as the area number of square feet of Net Rentable Area contained in the portion of the Premises surrendered so recaptured bears to the area number of square feet of Net Rentable Area contained in the Premises immediately prior to such surrender. If Landlord shall cancel this Leaserecapture, Landlord may relet and (ii) the Premises, or the applicable portion Net Rentable Area of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.Premises specified in Section 1.1.8 shall be decreased by the

Recapture. Except for transfers under Article 16(B) aboveIf Tenant assigns this Lease or subleases more than 50% of the Premises, then Landlord shall notify have the right to terminate this Lease as to that portion of the Premises covered by a Transfer. Landlord may exercise such right to terminate by giving notice to Tenant at any time within thirty (30) days from after the submission date on which Tenant has furnished to Landlord all of the aforesaid information as items required under Section 13.B. If Landlord exercises such right to Landlord’s choiceterminate, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Incomerecover possession of, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then and Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to surrender such sublease or assignment pursuant to the express provisions of this Article 16portion of, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in with appropriate demising partitions erected at the case expense of an assignmentTenant) on the later of (i) the effective date of the proposed Transfer, or that (ii) sixty (60) days after the date of Landlord's notice of termination. If Landlord elects exercises such right to cancel terminate, Landlord shall have the Lease as right to enter into a lease with the portion thereof that proposed transferee without incurring any liability to Tenant had wished on account thereof. If Landlord consents to sublease. In either such event any Transfer, Tenant shall surrender possession pay to Landlord 50% of all rent and other consideration received by Tenant in excess of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable paid by Tenant hereunder shall be abated proportionately according to the ratio that the area of for the portion of the Premises surrendered bears so transferred, after Tenant has recovered all reasonable expenses incurred by Tenant for the Transfer ("Transfer Costs"). Transfer Costs shall include (i) any improvement allowance or other economic concessions (space planning allowance, moving expenses, etc.) paid by Tenant to a transferee in connection with such Transfer; (ii) any brokerage commissions incurred by Tenant in connection with the Transfer; (iii) reasonable attorneys' and other professional fees incurred by Tenant in connection with the Transfer; (iv) any lease takeover incurred by Tenant in connection with the Transfer; and (v) out-of-pocket costs of advertising the space subject to the area of the Premises immediately prior Transfer. Such rent shall be paid as and when received by Tenant. In addition, Tenant shall pay to Landlord any reasonable attorneys' or other fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to such surrender. If Landlord shall cancel this LeaseTransfer, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantbut in no event more than $1,000.00 per requested Transfer.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from Because the submission FTA holds an interest in the property of the aforesaid information as Station, when SEPTA contractually conveys to Landlord’s choice, at Landlord’s sole discretion, a third party rights to any or all of the following options: Station property (1) That Landlord consents such as through a lease, license, easement, etc.), SEPTA reserves the right to a subleasing recapture all or part of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent conveyed property (50%) of any Excess Income“Recapture”), hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant subject to the express provisions of this Article 16Recapture requirements established by the FTA. Accordingly, such notice SEPTA and Lessee acknowledge that, notwithstanding any other provision herein, SEPTA shall have the right to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of Recapture the Premises, or any part thereof, when it is for transportation purposes or to comply with the portion thereof requirements of the FTA. The right to Recapture may be exercised at any time during the Lease Term, provided that SEPTA gives the Lessee twelve (12) months prior, written Notification of Termination (“Recapture Notification”), which expressly specifies that the Early Termination is an act of Recapture and identifies the subject intended Early Termination Date (the “Recapture Date”). To execute the act of TenantRecapture, SEPTA may revoke in whole or in part, terminate, or modify as applicable, this Lease Agreement and the Lease established hereunder. Upon Recapture Notification, provided Lessee timely vacates the Premises on or before the Recapture Date, is not in default under this Agreement, and timely complies with its obligations under this Agreement, including but not limited to, the condition of the Premises at the end of the Lease, SEPTA shall pay to Lessee within sixty (90) days of the Recapture Date the unamortized cost of Lessee’s request Initial Improvements (as defined in Section 4) and other Improvements (as defined in Section 10)(together “Recapture Costs”). For the purposes of this Agreement, the cost of the Recapture Costs, incurred by Lessee, will be as evidenced by a written statement individually itemizing all costs and fees, including labor, incurred by Lessee together with appropriate supporting documentation. If Lessee timely provides such statement, then the payment due to Lessee hereunder shall be calculated by amortizing the total costs shown on such statement over the date Initial Term of the Lease, commencing 1-year after the conclusion of the construction period of the Initial Improvements, on a straight line basis, and calculating the unamortized balance as of the Recapture Date (the “Recapture Payment”). SEPTA shall have no other obligations toward Lessee or any Subtenant in the event of such notice of Recapture. Other than the Recapture Payment, Lessee and any Subtenant hereby waive any right to any reimbursement for the loss or diminution of its leasehold or subleasehold interest in the Premises as a result of such recapture as provided herein, and waives any claim for relocation from the Premises and the expenses of such relocation, as may be provided under any statute or other law. Lessee shall include, among the terms of any sublease as may be authorized hereunder, provisions (i) placing a Subtenant on notice that Lessee may terminate the sublease upon Recapture Notification, as provided in this section, and (ii) that a Subtenant waives any right to any reimbursement from either SEPTA or Lessee for the loss or diminution of its subleasehold interest or value of its business as a result of such Recapture, and waives any claim against either SEPTA or Lessee for relocation from the subleasehold and the expenses of such relocation, as may be provided under any statute or other law. Lessee shall also include in any sublease those terms and conditions regarding SEPTA’s rights of Recapture, as set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to TenantSection.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within Within thirty (30) days from the submission of the aforesaid information as to Landlord’s choicereceipt of a Transfer Notice, and all information specified in Section 27.2 above, Landlord may, at Landlord’s its option, in its sole and absolute discretion, by Notice to Tenant, elect to: (a) in the case of the following options: (1) That Landlord consents to a subleasing of proposed Sublease, sublease the Premises or assignment the portion thereof proposed to be sublet by Tenant at a rental rate per square foot equal to the lesser of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due per square foot rental rate under this Lease or any guarantee by Tenant of replacement tenant’s obligations)the proposed Sublease; or (3b) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of a proposed Assignment, take an assignmentassignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in its entirety or that Landlord elects to cancel the Lease as to the portion thereof of the Premises subject to the proposed Transfer; provided, however, that following such election by Landlord, Tenant may rescind its Transfer Notice upon written Notice to Landlord within five (5) business days after such election, in which event this Lease shall continue in full force and effect as though Tenant had wished not delivered such Transfer Notice. If Landlord elects to sublease. In either proceed pursuant to clause (a) or (b) above, any payment by Landlord to Tenant pursuant to such event clause shall not exceed the amount which Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from would have received pursuant to Section 27.5.2 below if Landlord in accordance with the provisions of this Lease relating had elected to consent to the surrender of the Premisesproposed Sublease or Assignment. If this Lease shall be canceled terminated with respect to the entire Premises, the Term shall end on the Transfer Date as to a portion if that date had been originally fixed in this Lease for the expiration of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderTerm. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable recaptures only a portion of the Premises, the Rent during the unexpired Term and Tenant’s Percentage shall be adjusted proportionately based on the Rentable Square Feet remaining in the Premises after such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises (or portion thereof) are recaptured pursuant to this Section 27.3 and rented by Landlord to the proposed tenant or any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenanttenant.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify If Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes wishes to assign this Lease or sublease more than 66 percent to sublet all or part of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession give Landlord written notice of such intention, which notice shall include all of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender relevant terms and conditions of the Premises. If this Lease shall be canceled as to a portion transaction, the identity of the Premises onlyassignee or subtenant, and the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area financial background of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderassignee or subtenant. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, Except where the proposed assignee or subtenant is a Controlled Entity, Landlord shall have the right upon receipt of such notice to elect to sublet the Premises from Tenant upon the terms and conditions set forth in Tenant's notice or to terminate this Lease within ninety (90) days after Landlord's receipt of Tenant)'s notice. Landlord shall give notice to Tenant of Landlord's election to sublet or terminate this Lease. If Landlord elects to sublet the Premises, without any liability the parties shall execute a sublease within sixty (60) days after Landlord's election on the terms and conditions set forth in Tenant's notice. If Landlord elects to terminate this Lease, the termination shall become effective sixty (60) days after the date of the termination notice to Tenant. Upon such termination, all of the liabilities of the parties each to the other shall cease and terminate except as to obligations of Tenant that arose prior to the termination or covenants of Tenant which survive the termination of this Lease. Provided, however, that Tenant may nullify such termination by withdrawing, in writing, its notice of intention to assign or sublet by notice to Landlord given prior to the expiration of the sixty (60) day period.

Recapture. Except for transfers under Article 16(BUpon not less than twelve (12) abovemonths notice to Tenant, Landlord shall notify Tenant within thirty (30) days from have the submission of the aforesaid information as right to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents elect to a subleasing recapture and terminate this Lease with respect to all or any portion of the Premises cross-hatched on Exhibit "D-1" attached hereto which Landlord may specify. Upon not less than 120 days notice to Tenant, Landlord shall have the right to elect to recapture and terminate this Lease with respect to all or assignment any portion of the Premises cross-hatched on Exhibit "D-2" attached hereto which Landlord may specify. At any time on or after the fourth anniversary of the Commencement Date, upon not less than twelve (12) months notice to Tenant, Landlord shall have the right to elect to recapture and terminate this Lease with respect to such replacement tenant provided that Tenant shall remain fully liable all or any portion of the Premises cross-hatched on Exhibit "D-3" attached hereto which Landlord may specify. Any portion of the Premises which Landlord may specify for all of its obligations and liabilities recapture under this Lease and provided further Section is referred to herein as the "RECAPTURED PREMISES". In the event that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Recaptured Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more are less than 66 percent of the Premises, that in specifying the Recaptured Premises, Landlord shall consult with Tenant, shall act reasonably and in good faith and shall endeavor to take into account concerns regarding contiguity, leasehold improvements, Tenant's operational needs, a balance of interior and exterior space and a balance of finished and unfinished space. Such election, if made by Landlord, shall be delivered to Tenant in writing. Such election may be made by Landlord from time to time and as often as Landlord shall determine. In the event Landlord elects to cancel the Lease recapture and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the terminate this Lease as provided in this Section, such election shall be effective on the date specified by Landlord (such effective date is referred to herein as a "RECAPTURE DATE"). On or before the portion thereof that Tenant had wished to sublease. In either such event applicable Recapture Date, Tenant shall surrender remove itself from possession of the Recaptured Premises and, with respect to the Recaptured Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance comply with the all other provisions of this Lease relating to applicable upon the surrender expiration of the Lease Term. In the event that the Recaptured Premises are less than the Premises. If this Lease , from and after the Recapture Date, the term "Premises" shall mean the Premises other than the Recaptured Premises, on the applicable Recapture Date Landlord shall adjust the amount of Base Rent to be canceled as paid by Tenant and Tenant's Share to a portion properly reflect the reduction in the size of the Premises only, by the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area size of the portion of Recaptured Premises and following the applicable Recapture Date, Landlord shall have the right, at its sole cost and expense, to enter the Premises surrendered bears for purposes of constructing demising walls, doors, corridors and related work which Landlord determines to be necessary to properly separate and divide the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Recaptured Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.

Recapture. Except for transfers under Article 16(B) aboveIf Tenant seeks to assign its interest in this Lease Landlord may, Landlord shall notify at its option, upon written notice (the "ASSIGNMENT RECAPTURE NOTICE"), to Tenant within thirty (30) days from the submission after Landlord's receipt of the aforesaid information as specified in Article 0 above, elect to Landlord’s choicerecapture the Leased Premises, and within sixty (60) days after notice of such election has been given to Tenant, this Lease shall terminate unless Tenant shall, within fifteen (15) days after delivery of the Assignment Recapture Notice to Tenant, deliver to Landlord written notice withdrawing its notification delivered pursuant to Article 0. If Tenant seeks to sublet all or any portion of the Leased Premises, Landlord may, at Landlord’s sole discretion's option, upon notice to Tenant (the "SUBLEASE RECAPTURE NOTICE") within thirty (30) days after Landlord's receipt of Tenant's notification delivered pursuant to Article 0, elect to recapture such portion of the following options: Leased Premises as Tenant seeks to sublet, and within sixty (160) That Landlord consents days after notice of such election has been given to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under Tenant, this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease terminate as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the PremisesLeased Premises recaptured, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating unless within fifteen (15) days after delivery to the surrender Tenant of the PremisesSublease Recapture Notice, Tenant delivers to Landlord written notice withdrawing its notification delivered pursuant to Article 0. If this Lease shall be canceled as to all or a portion of the Leased Premises onlyis recaptured by Landlord pursuant to this Article 0, Tenant shall promptly execute and deliver to Landlord a termination agreement setting forth the Rent payable by Tenant hereunder shall be abated proportionately according termination date with respect to the ratio that Leased Premises or the area of recaptured portion thereof, and prorating the portion of the Premises surrendered bears to the area of the Premises immediately prior Annual Basic Rent, Additional Rent and other charges payable hereunder to such surrenderdate. If Landlord shall cancel does not elect to recapture as set forth above, Tenant may thereafter enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents thereto pursuant to this Article 0, and provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, Landlord may relet the Premises, or the applicable portion (c) there is not in existence an Event of Default as of the Premiseseffective date of the assignment or sublease, (d) there have been no material changes with respect to any other party (including, without limitation, the financial condition of the proposed subtenant or assignee or subtenant of Tenant), without any liability to Tenant.or

Recapture. Except In the event that, at any time prior to the fifth (5th) anniversary of the MB Commencement Date, Tenant proposes to sublease all or any part of the High-Rise Premises for transfers under Article 16(Bthe remainder of the initial Term, and such proposed sublease is not an Exempt Transfer, Landlord shall have the right, exercisable within fifteen (15) days of its receipt of such notice, to terminate this Lease with respect to the space intended to be subleased, subject to the terms set forth in this Paragraph 21(G). Landlord may exercise such right by notice given to Tenant within such fifteen (15) day period and, if Landlord does not exercise such right within the applicable period, Tenant, subject to Paragraph 21(A) above, may proceed with such sublease. If Landlord does exercise such right to terminate, such termination shall notify be effective, subject to the provisions of this Paragraph 21(G) on the later of the proposed effective date of such sublease set forth in Tenant’s notice to Landlord or the Revocation Date (as hereinafter defined), unless otherwise agreed by Landlord and Tenant. Notwithstanding the foregoing, if Landlord exercises such right to terminate as herein provided, Tenant may, at its election, exercisable by notice given to Landlord within thirty (30) days from of Landlord’s notice to Tenant exercising such right to terminate (the submission “Revocation Date”), revoke its initial notice of such proposed sublease, in which event Landlord’s exercise of its right to terminate shall be null and void and of no force or effect. In the event that this Lease is terminated with respect to all or any portion of the aforesaid information as High-Rise Premises, the Net Rent due and payable hereunder shall be reduced by an amount per annum equal to Landlord’s choice, at Landlord’s sole discretion, the product obtained by multiplying (i) the number of square feet of Rentable Area in the portion of the following options: High-Rise Premises so recaptured, and (1ii) That Landlord consents to a subleasing the Allocated High-Rise Premises Net Rent. As used herein, the “Allocated High-Rise Premises Net Rent” shall mean (i) in respect of the Premises or assignment 46th floor, an amount, expressed on a per square foot of Rentable Area basis, equal to $32.50 for the first Lease Year, increased by 2% per annum in each succeeding Lease Year, and (ii) in respect of the 47th and 48th floors, an amount, expressed on a per square foot of Rentable Area basis, equal to $27.67 for the first Lease to such replacement tenant provided Year, increased by two percent (2%) per annum in each succeeding Lease Year. In the event that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled is terminated with respect to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant part of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment the High-Rise Premises pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating Paragraph 21(G), such termination shall not affect any of the rights or obligations of the parties hereunder with respect to the surrender remainder of the Premises. If this Lease shall be canceled as to the recaptured space is only a portion part of a floor of the Premises onlyHigh-Rise Premises, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Leaseconstruct and finish in accordance with Building standards all corridors, Landlord may relet elevator lobbies and other common areas on the Premises, or floor required for the applicable portion of the Premises, same to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantbe occupied as a multi-tenant floor.

Recapture. Except for transfers under Article 16(BBy written notice to Lessee (the "Termination Notice") above, Landlord shall notify Tenant within thirty twenty (3020) business days from the following submission to Lessor by Lessee of the aforesaid information as to Landlord’s choicespecified in Section 9.5, at Landlord’s sole discretion, of the following options: Lessor may (1) That Landlord consents to a subleasing terminate this Lease in the event of an assignment of this Lease or sublet of the Premises entire Leased Premises, or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under terminate this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Leased Premises to be sublet, if the sublet is to be of less than the entire Leased Premises. Upon the termination date of this Lease, or if Lessor exercises its rights under this Section 9.6, Lessor shall pay to Lessee the portion thereof unamortized cost of Lessee's leasehold improvements multiplied by that fraction the numerator of which is the subject Rentable Area for assignment or sublease, and the denominator of Tenant’s request on which is the date set forth in a notice from Landlord in accordance with Rentable Area of the entire Leased Premises before such Transfer. In the event Lessor elects to terminate under the provisions of this Lease relating hereof, and the area to be terminated is less than the surrender of the entire Leased Premises. If , an amendment to this Lease shall be canceled as executed in which Lessee's obligations for rent and other charges shall be reduced in proportion to a portion the reduction in the size of the Leased Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according caused thereby to the ratio that the area of the portion of the Leased Premises surrendered bears to offered for sublease by restating the area description of the Leased Premises, and its monetary obligations hereunder shall be reduced by multiplying such obligations by a fraction, the numerator of which is the Rentable Area of the Leased Premises offered for sublease and the denominator of which is the Rentable Area of the Leased Premises immediately prior to such surrendertermination. If Landlord For purposes hereof, the term "Rentable Area" of a floor shall cancel this Leasemean all areas available or held for the exclusive use and occupancy of the occupants or future occupants of the Complex, Landlord may relet measured from the Premises, or inside finished surface of the applicable dominant portion of the Premisespermanent outer Building walls, excluding stairs, elevator shafts, flues, pipe shafts, vertical ducts, and the like, and their enclosing walls, which serve more than one floor of the Building, but not stairs, dumbwaiters, lifts, and the like, exclusively serving a tenant occupying offices on more than one floor. No deductions shall be made for columns and projections necessary to the Building. For purposes hereof, the Rentable Area of an office on a floor shall be computed by multiplying (a) the number of square feet computed by measuring to the finished surface of the office side of corridor and other permanent walls, to any other party the center of partitions that separate the office from similar adjoining areas, and to the inside finished surface of the permanent outer Building walls (including, without limitation, "Usable Area") by (b) that fraction the proposed assignee or subtenant numerator of Tenant), without any liability to Tenantwhich is Rentable Area and the denominator of which is Usable Area.

Recapture. Except for transfers under Article 16(B) aboveIn addition to Landlord's right of approval of any proposed assignment or sublease and without limiting the other provisions of this paragraph 15, Landlord shall notify have the option, in the event of any proposed Major Transfer to terminate the Lease. The term "Major Transfer" as used in this Lease means an assignment or sublease which: (i) when combined with all other assignments or subleases (other than those subject to paragraph 15.4), means that more than one half of the rentable square feet in the Building would be assigned or sublet; and (ii) either the proposed assignment or sublease (including all options to extend) together with any prior assignment or sublease (including all options to extend) as of the date of the proposed assignment or sublease has a term of more than the lesser of (x) three (3) years ; (y) one half of the remaining term of the Lease as of the date of the commencement of such assignment or sublease; or (z) if the date of the commencement of such assignment or sublease is during the last three (3) years of the term of the Lease, one (1) year. If Tenant desires to determine prior to identifying a particular transaction whether Landlord intends to exercise its recapture right, Tenant shall give Landlord written notice of Tenant's intent to enter into a Major Transfer as of the date specified in such notice (the "Major Transfer Date"), which date shall be not less than six (6) months and not more than (9) months from the date of Landlord's receipt of such notice. Tenant shall not be required to have a particular assignment or sublease identified before giving such notice; provided, however, that Tenant shall again comply with the provisions of this paragraph 15.5 with respect a Major Transfer in the event that: (i) Tenant does not enter into a Major Transfer by the Major Transfer Date; or (ii) any assignment or sublease which is not a Major Transfer when executed later becomes one by means of any extension, expansion or otherwise (in which case Tenant shall immediately give Landlord written notice of such occurrence). Landlord shall exercise its option to terminate, if at all, by giving Tenant written notice thereof within thirty (30) days from following Landlord's receipt of Tenant's written notice. In the submission event that Landlord exercises its option to terminate, the Lease shall terminate as of the aforesaid information Major Transfer Date or, in the event that the Major Transfer occurs as to Landlord’s choicea result of any assignment or sublease which is not a Major Transfer when executed later becoming one by means of any extension, at Landlord’s sole discretionexpansion or otherwise, as of the following options: date which is six (16) That Landlord consents to a subleasing months after the date of the Premises or assignment Major Transfer. Without in any manner limiting the rights of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from following any such termination by Landlord, Landlord may lease all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises onlyto any prospective assignee or subtenant proposed by Tenant, the Rent payable by Tenant hereunder shall be abated proportionately according without liability to the ratio that the area Tenant. Landlord's failure to exercise such termination right as herein provided shall not be construed as a waiver of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, Landlord's right with respect to any other party (including, without limitation, assignment or sublease constituting a Major Transaction or as Landlord's consent to any proposed assignment or subletting and Tenant shall comply with the proposed assignee or subtenant terms of Tenant), without any liability to Tenantthis paragraph 15 with respect thereto.

Recapture. Except If Tenant requests Landlord’s consent to an assignment of this Lease or subletting of all or any part of the Premises, Tenant shall submit to Landlord a written notice (“Tenant’s Notice”) containing (i) the name of the proposed assignee or subtenant; (ii) the terms of the proposed assignment or subletting; (iii) the nature of business of the proposed assignee or subtenant and its proposed use of the Premises; (iv) such information as to the financial responsibility and general reputation of the proposed assignee or subtenant that Landlord may require; and (v) a summary of plans and specifications for transfers under Article 16(B) aboverevising the floor layout of the Premises. Upon the receipt of a Tenant’s Notice from Tenant, Landlord shall notify Tenant have the option, to be exercised in writing within thirty (30) days from the submission of the aforesaid information as after such receipt, to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations cancel and liabilities under terminate this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for if the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes request is to assign this Lease or sublease more than 66 percent of to sublet all of the PremisesPremises or, that Landlord elects if the request is to sublet a portion of the Premises only, to cancel and terminate this Lease with respect to such portion, in each case as of the Lease and recapture the Premises (date set forth in the case Landlord’s notice of an assignment) or that exercise of such option. If Landlord elects to shall cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event this Lease, Tenant shall surrender possession of the Premises, or the portion thereof of the Premises which is the subject of Tenant’s request the request, as the case may be, on the date set forth in a such Landlord’s notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Annual Base Rent and all additional Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other third party tenant (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.

Recapture. Except Excluding any assignment or sublease contemplated in Section 10.1(d), in the event Tenant intends to (i) assign this Lease, (ii) sublet all of Suite 100, or all of Suite 200, or all of the Expansion Premises, in each case for transfers under Article 16(Ba term of 3 years or more, or (iii) abovesublet any portion of the Premises for the remaining Term, Landlord shall notify Tenant within thirty (30) days have the option to terminate this Lease with respect to, and exclude from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained covered by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals the “Recapture Right”), the space proposed to be assigned or any unperformed covenants then past due under this Lease or any guarantee by Tenant sublet effective as of replacement tenant’s obligations); or (3) That Landlord declines to consent to the proposed commencement date of such sublease or assignment pursuant assignment. If Landlord is entitled to the express provisions of this Article 16and properly exercises its Recapture Right, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the space proposed to be subleased or subject to the assignment to Landlord on the effective date of recapture of such space from the Premises, or and the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender Monthly Base Rent, Rentable Area of the Premises. If , Tenant’s Share, Additional Tenant Improvement Allowance Monthly Payments, and other applicable terms of this Lease shall be canceled adjusted accordingly as of such effective date; and, in addition, Tenant shall pay to a portion Landlord on such effective date that percentage of the Premises onlyoutstanding balance of the Deferred Rent Loan, the Rent payable by Tenant hereunder shall be abated proportionately according if any, that is outstanding as of such effective date equal to the ratio that the area percentage of the portion of the Premises surrendered bears to the area of the Premises immediately prior that is then being recaptured by Landlord. Notwithstanding anything to the contrary in Section 10.1(a), Tenant may provide notice to Landlord of Tenant’s intent to assign or sublease as contemplated in clauses (i), (ii) and (iii) of this Section 10.2 above and the contemplated effective date of such assignment or sublease (“Tenant’s Advance Recapture Notice”), and within fifteen (15) business days after receipt of Tenant’s Advance Recapture Notice from Tenant, (i) Landlord will indicate in writing to Tenant whether or not Landlord exercises its Recapture Right with respect to such surrendercontemplated assignment or sublease, and (ii) in the event that Landlord does not elect to exercise its Recapture Right, Landlord may disclose the identity of any bona fide prospective tenant with whom Landlord is then in active negotiations for the lease of space in the Project comparable to the space contemplated to be assigned or sublet by Tenant (a “Landlord Current Prospect”). If Landlord elects to exercise its Recapture Right, Landlord’s election shall cancel this Leasebe deemed final and binding on Tenant unless Tenant, within five (5) business days after Landlord’s notice, rescinds Tenant’s Advance Recapture Notice to Landlord of Tenant’s intent to enter into such contemplated assignment or subletting transaction. If Landlord does not elect to exercise its Recapture Right within fifteen (15) business days after receipt of Tenant’s Advance Recapture Notice, Landlord may relet shall be deemed to have waived its right to elect the Premises, or the applicable portion of the Premises, Recapture Right as to any other party assignment or subletting transaction for which Tenant, during the six (including6) month period after Landlord’s election or deemed election not to exercise its Recapture Right in accordance with this Section 10.2, seeks Landlord’s prior consent under Section 10.1, and Landlord’s rights with respect to any such proposed transaction shall be limited to Landlord’s rights under this Article Ten without limitation, giving effect to the proposed assignee or subtenant terms of Tenant), without any liability to Tenantthis Section 10.2.

Recapture. Except for transfers under Article 16(B) aboveIf Tenant proposes to assign its interest in this Lease or sublet all or any part of the Leased Premises, Landlord shall notify may, at its option, upon written notice to Tenant within thirty (30) days from the submission after Landlord's receipt of the aforesaid information as specified in Article 19.3 above, elect to Landlord’s choice, at Landlord’s sole discretion, recapture all or any portion of the following options: Leased Premises, and within sixty (160) That Landlord consents days after notice of such election has been given to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under Tenant, this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease terminate as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the PremisesLeased Premises recaptured. If this Lease shall be canceled as to all or a portion of the Leased Premises onlyis recaptured by Landlord pursuant to this Article 19.4, Tenant shall promptly execute and deliver to Landlord a termination agreement setting forth the Rent payable by Tenant hereunder shall be abated proportionately according termination date with respect to the ratio that Leased Premises or the area of recaptured portion thereof, and prorating the portion of the Premises surrendered bears to the area of the Premises immediately prior Annual Basic Rent, Additional Rent and other charges payable hereunder to such surrenderdate. If Landlord shall cancel does not elect to recapture as set forth above, Tenant may thereafter enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents thereto pursuant to this Article 19, and provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, Landlord may relet (c) there is not in existence an Event of Default as of the effective date of the assignment or sublease, (d) there have been no material changes with respect to the financial condition of the proposed subtenant or assignee or the business such party intends to conduct in the Leased Premises, and (e) a fully executed original of such assignment or sublease providing for an express assumption by the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant)all of the terms, without any liability covenants and conditions of this Lease is promptly delivered to TenantLandlord.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (30) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided If Tenant proposes to assign Transfer its interest in all or any part of the Leased Premises, Landlord may, at its option, upon written notice to Tenant within 30 days after Landlord's receipt of the information specified in Article 18.4 above, elect to recapture all or any portion of the Leased Premises, and within 60 days after notice of such election has been given to Tenant, this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease shall terminate as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the PremisesLeased Premises recaptured. If this Lease shall be canceled as to all or a portion of the Leased Premises onlyis recaptured by Landlord pursuant to this Article 18.5, Tenant shall promptly execute and deliver to Landlord a termination agreement setting forth the Rent payable by Tenant hereunder shall be abated proportionately according termination date with respect to the ratio that Leased Premises or the area of recaptured portion thereof, and prorating the portion of the Premises surrendered bears to the area of the Premises immediately prior Basic Rent, Additional Rent and other charges payable hereunder to such surrenderdate. If Landlord shall cancel does not elect to recapture as set forth above, Tenant may thereafter enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents thereto pursuant to this Article 18.5, and provided further, that (a) such assignment or sublease is executed within 90 days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, Landlord may relet (c) there is not in existence an Event of Default as of the effective date of the Transfer, (d) there have been no material changes with respect to the financial condition of the proposed subtenant or assignee or the business such party intends to conduct in the Leased Premises, and (e) a fully executed original of such assignment or sublease providing for an express assumption by the applicable portion assignee or subtenant of all of the Premisesterms, covenants and conditions of this Lease is promptly delivered to any other party (includingLandlord. In the event that Landlord does not elect to recapture as provided herein, Tenant shall remit to Landlord 50% of Tenant's profit derived from such Transfer. For purposes of the foregoing, profit shall be deemed to include, without limitation, the proposed assignee amount of all rent payable by such assignee, transferee or subtenant sublessee in excess of the Basic Rent and Additional Rent payable by Tenant under this Lease less Tenant)'s reasonable marketing costs and commissions paid in connection with such transfer, without if any. If a part of the consideration for such Transfer shall be payable other than in cash, the payment to Landlord shall be in cash for its share of any liability to Tenantnon-cash consideration based upon the fair market value thereof.

Recapture. Except for transfers under Article 16(B) aboveIf at any time or from time to time during the term of this Lease Tenant desires to sublet all or any part of the Premises, Tenant shall give notice to Landlord setting forth the terms of the proposed subletting and the space so proposed to be sublet. Landlord shall notify have the option, exercisable by notice given to Tenant within thirty (30) days from after Tenant’s notice is given, to terminate the submission of the aforesaid information Lease as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing that portion of the Premises or assignment proposed to be sublet, effective as of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all date of its obligations and liabilities under this Lease and provided further that the proposed subletting. Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering may enter into a mutually satisfactory new lease for with the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided proposed subtenant. If Tenant proposes to assign this Lease or sublease more than 66 percent of the PremisesLease, that Landlord elects to cancel the Lease and recapture the Premises may, by notice given within thirty (in the case of an assignment30) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject days of Tenant’s request on notice, elect to terminate this Lease as of the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrenderproposed assignment. If Landlord shall cancel so terminates this Lease, Landlord may, if it elects, enter into a new lease covering the Premises or a portion thereof with the intended assignee or subtenant on such terms as Landlord and such person may relet agree, or enter into a new lease covering the Premises or a portion thereof with any other person; in such event, Tenant shall not be entitled to any portion of the profit, if any, which Landlord may realize on account of such termination and reletting. Landlord’s exercise of its aforesaid option shall not be construed to impose any liability upon Landlord with respect to any real estate brokerage commission(s) or any other costs or expenses incurred by Tenant in connection with its proposed subletting or assignment. If Landlord does not exercise its options to terminate this Lease or sublet the Premises, or the applicable portion of the Premises, Tenant shall be free to sublet such space to any other third party (includingon the same terms set forth in the notice given to Landlord, without limitation, the proposed assignee or subtenant of Tenant), without any liability subject to Tenantobtaining Landlord’s prior consent as hereinabove provided.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify If at any time during the Term Tenant within thirty (30) days from the submission of the aforesaid information as desires to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents effect a --------- Transfer with respect to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only(other than to an Affiliate), before Tenant does so effect such Transfer, Tenant shall notify Landlord of Tenant's desire to effect such Transfer (the Rent payable by Tenant hereunder "Proposed Transfer Notice"). The Proposed Transfer Notice shall be abated proportionately according to the ratio that the area contain a description of the portion of the Premises surrendered bears that Tenant desires to Transfer (such portion being hereinafter referred to as the "Transfer Premises") and date that the proposed Transfer will take effect. Landlord shall have the right to terminate this Lease as to the area Transfer Premises by giving notice of such termination to Tenant at any time within thirty (30) days, after the Premises immediately prior to such surrenderdate on which Landlord has received the Proposed Transfer Notice. If Landlord shall cancel this Leaseexercises such right to terminate, Landlord may relet the Premisesshall be entitled to recover possession of, or the applicable portion of the Premises, to any other party (including, without limitationand Tenant shall surrender, the proposed assignee or subtenant Transfer Premises (with appropriate demising partitions erected at the expense of Tenant and with appropriate submetering of utilities to be done at the expense of Tenant), without any liability on the date specified in Landlord's notice of termination, which date shall in no event be sooner than the earlier of (i) ninety (90) days after Tenant's receipt of Landlord's notice of termination or (ii) the date that the proposed Transfer was to Tenant.take effect as set forth in the Proposed Transfer Notice. If Landlord does not exercise such right to terminate with respect to such Transfer Premises, then Landlord shall have no right to terminate the Lease with respect to the Transfer Premises as provided herein for six (6) months after the earlier of (i) receipt by Tenant from Landlord of a notice whereby Landlord waives its right to terminate the Lease with respect to the Transfer Premises as provided herein or (ii) the expiration of the thirty (30) day period referred to in the preceding paragraph if during such thirty (30) day period Landlord fails to respond to the Proposed Transfer Notice. During such six (6) month period Tenant may

Recapture. Except for transfers under Article 16(B) aboveNotwithstanding anything herein to the contrary, Landlord if at any time or from time to time during the term of this Lease or any extension period hereof, Tenant desires to sublet or assign this Lease with respect to all or part of the Premises, Tenant shall notify Tenant within thirty Landlord in writing (30hereinafter referred to in this Section as the "Notice") days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, terms of the following options: (1) That proposed subletting or assignment and the area proposed to be sublet or covered by the assignment and deliver to Landlord consents to a subleasing an executed copy of the Premises proposed sublease or assignment of thereby giving Landlord the Lease option to either (i) sublet from Tenant such replacement tenant provided that space (hereinafter referred to as "Sublet Space") at the same Rent as Tenant shall remain fully liable for all of its obligations and liabilities is then required to pay to Landlord under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises same space, or (ii) terminate this Lease with Landlord, then respect to the Sublet Space in which case Tenant shall be released from all any further obligations liability hereunder. If the Sublet Space does not constitute the entire Premises and liabilities under Landlord exercises its election to terminate this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under with respect to the Sublet Space, then, as to that portion of the Premises which is not part of the Sublet Space, this Lease or any guarantee and the Rent due from Tenant shall be reduced by Tenant a fraction, the numerator of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to which shall be the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent rentable square feet of the Premises, that Landlord elects to cancel Sublet Space and the Lease and recapture denominator of which shall be the rentable square feet of the Premises (in such fraction to be then multiplied by the case of an assignment) or that Landlord elects Rent then due to cancel determine the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession amount of the Premises, reduction. The election to either sublet or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If terminate this Lease shall be canceled as to exercisable by Landlord in writing within a portion period of forty-five (45) days after receipt of the Premises only, Notice and the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area executed copy of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, proposed sublease or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenantassignment.

Recapture. Except for transfers under Article 16(B) aboveto a Permitted Transferee (as defined in Section 10.6), Landlord shall notify Tenant within thirty (30) days from have the submission of the aforesaid information as additional right to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under terminate this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by if the Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes seeks to assign this Lease or sublease more than 66 percent of the Premisesor, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) a sublease, to sublet the entire Premises. The Landlord may exercise such right to terminate or that suspend by giving written notice to Tenant at any time on or before the date by which the Landlord elects notifies Tenant whether it consents to cancel the Lease as to the portion thereof that Tenant had wished to a proposed assignment or sublease. In either If Landlord exercises such event Tenant right to terminate or suspend, such termination or suspension shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request become effective on the date set forth in a notice from the Landlord’s written notice, which shall in no event be sooner than fifteen (15) days prior to, or later than fifteen (15) days following, the effective date of the proposed assignment or sublease as set forth in the Tenant’s request for Landlord’s consent; provided that if the Tenant has failed to request such consent, then the effective date of any termination or suspension by Landlord in accordance with pursuant to this Article 10.2 shall be on any date specified by Landlord which is reasonably determined to be the provisions date which would have been necessary to get the space ready for possession by the Tenant’s proposed subtenant or assignee. Upon any termination of this Lease relating pursuant to this Article 10.2, Tenant shall have no further obligation under this Lease with respect to the surrender Premises for the period following the termination; provided that the Tenant shall remain liable to Landlord for obligations which arose prior to the termination. Upon any suspension of the Premises. If this Lease shall be canceled as pursuant to a portion of the Premises onlythis Article 10.2, the Rent payable by Tenant hereunder shall be abated proportionately according whether with respect to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, all or the applicable any portion of the Premises, Tenant shall have no obligations to any other party (includingLandlord with respect to all or such portion of the Premises, without limitationas the case may be, for the period of such suspension but shall remain liable for all obligations which arose prior to the effective date of the suspension, and shall again become liable for all obligations arising after the expiration of the suspension. Notwithstanding the foregoing, if Landlord shall exercise its right to terminate or suspend this Lease by giving written notice pursuant to this Article 10.2, the proposed assignee Tenant may rescind its request for an assignment, or subtenant subletting, by giving Landlord written notice of Tenant)such decision within fifteen (15) days of Landlord’s written notice of termination or suspension, without any liability to Tenantand upon such rescission the termination or suspension of this Lease by Landlord shall be null and void.

Recapture. Except for transfers under Article 16(B) above9.2.1. Upon Landlord’s receipt of any Tenant’s Notice, Landlord shall notify have the following options, as applicable (herein collectively called the “Recapture Options”), any of which may be exercised by Landlord by written notice to Tenant (herein called the “Recapture Notice”) given at anytime within thirty a period (30herein called the “Recapture Period”) days from the submission of fifteen (15) Business Days after its receipt of such Tenant’s Notice: (a) If a Tenant’s Notice shall set forth either a proposed assignment or a proposed sublease of seventy-five percent (75%) or more of the aforesaid information then rentable area of the Premises, then Landlord shall have the option to terminate this Lease in its entirety. If Landlord exercises such option, then this Lease shall terminate on the date that such proposed assignment or sublease was to become effective or commence, as the case may be, as if such date were the date originally set forth herein for the expiration of the Term, and the Rent shall be paid and apportioned to such date. Tenant shall thereafter be released of all liability to pay the Rent and for the performance and observance of all other obligations of this Lease from and after the date of such termination. (b) If a Tenant’s Notice shall set forth a proposed sublease demising less than the entire Premises for a term expiring within two (2) years prior to the then-scheduled Expiration Date of this Lease, then Landlord shall have the option to terminate this Lease as to the proposed sublease space. If Landlord exercises such option, then (i) Landlord’s choice, at Landlord’s sole discretionexpense, of shall (x) erect all partitions required to separate such space from the following options: (1) That Landlord consents to a subleasing remainder of the Premises and (y) install all corridors, doors, equipment and facilities required to (aa) allow for independent access from such space to the applicable Public Areas, (bb) comply with any Legal Requirements or assignment of the Lease Insurance Requirements relating to such replacement tenant provided separation, and (cc) enable such space to be used, maintained and serviced as an independent unit, and (ii) this Lease shall terminate with respect to such space on the date that such proposed sublease was to commence and, effective as of such termination, this Lease shall be deemed modified to (x) eliminate such space from the Premises, and (y) reduce the Rent and Tenant’s Share, on a pro rata, rentable square foot basis. Tenant shall remain fully liable thereafter be released of all liability to pay the Rent and for the performance and observance of all other obligations of its obligations and liabilities under this Lease with respect to such eliminated space from and after the date of such termination 9.2.2. If Landlord exercises a Recapture Option as provided further that Landlord above, Tenant shall be entitled to fifty percent notify Landlord in writing, within ten (50%10) Business Days after Tenant’s receipt of any Excess Incomethe applicable Recapture Notice, hereinafter definedthat Tenant is withdrawing its request for Landlord’s consent to the proposed assignment or sublease, obtained by Tenant from in which case such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with LandlordRecapture Notice shall be null and void, then and Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenantdeemed not to have requested Landlord’s obligations); or (3) That Landlord declines to consent to such proposed assignment or sublease (and Tenant shall, if it has theretofore entered into such proposed assignment or assignment pursuant to sublease, promptly terminate the express provisions of this Article 16same, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided and, in any event, Tenant proposes to shall not assign this Lease or sublet the proposed sublease more than 66 percent of the Premisesspace pursuant to such proposed assignment or sublease without again requesting Landlord’s consent with respect thereto, that Landlord elects to cancel the Lease subject and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the terms and provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of TenantSection 9.2), without any liability to Tenant.

Recapture. Except After the first five (5) Lease Years, if (a) Tenant subleases three (3) or more full floors under one or more subleases, and (b) the proposed sublease would be for transfers under Article 16(B) abovea term equal to all or substantially all of the remaining Lease Term, Landlord shall notify have the right in its sole and absolute discretion to terminate this Lease with respect to the Proposed Sublet Space by sending Tenant written notice of such termination (the “Recapture Notice”) within thirty twenty (3020) days after Landlord’s receipt of a full and complete Tenant’s Request Notice. This recapture right shall not apply to any assignment or sublease with a Permitted Transferee. If Landlord delivers a Recapture Notice, Tenant may avoid such recapture by withdrawing Tenant’s Request Notice by written notice to Landlord within ten (10) days after receipt of the Recapture Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this Lease with respect to the Proposed Sublet Space, then (a) Tenant shall tender the Proposed Sublet Space to Landlord on the Proposed Sublease Commencement Date and such space shall thereafter be deleted from the submission of the aforesaid information Premises, and (b) as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing that portion of the Premises or assignment which is not part of the Proposed Sublet Space, this Lease to such replacement tenant provided that Tenant shall remain fully liable for all of in full force and effect except that Base Rent and additional rent shall be reduced pro rata. If Landlord exercises its obligations and liabilities under this Lease and provided further that recapture right hereunder, Landlord shall be entitled to fifty percent (50%) responsible for the cost of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for construction required to permit the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent operation of the Premises, that Landlord elects Proposed Sublet Space and to cancel separate the Lease and recapture Proposed Sublet Space from the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender balance of the Premises. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall be canceled as to terminate, on the Proposed Sublease Commencement Date. If Tenant’s Request Notice does not specify a portion particular Proposed Sublease Commencement Date, then the effective date of the Premises only, the Rent payable by Tenant hereunder termination shall be abated proportionately according to the ratio that the area specified by Landlord in its notice of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenanttermination.

Recapture. Except If at any time during the Term Tenant desires to effect a Transfer (with respect to all or any portion of the Premises), before Tenant may actively market the Premises (or any portion thereof) for transfers under Article 16(Bsuch Transfer, Tenant shall notify Landlord of Tenant's desire to effect such Transfer (the "Proposed Transfer Notice"). The Proposed Transfer Notice shall contain a description of the portion of the Premises that Tenant desires to Transfer (such portion being hereinafter referred to as the "Transfer Premises") above, and shall contain a detailed break-down of all costs incurred to date (including the dates such costs were incurred) by Tenant for any and all alterations to the Premises (including Permitted Alterations and any alterations and improvements done pursuant to Section 9 and Exhibit "E"). The total of such costs (less any amounts which Landlord shall notify have previously reimbursed Tenant therefor and not including the cost of any of Lessee's personal property) are hereinafter referred to as "Tenant's Total Construction Costs". Landlord shall have the right to terminate this Lease as to the Transfer Premises by giving notice of such termination to Tenant at any time within thirty (30) days from after the submission date on which Tenant has received the Proposed Transfer Notice and by payment to Tenant of Landlord's Termination Payment (as defined below) no later than the effective date of such termination. Landlord's Termination Payment shall be an amount equal to the unamortized portion (as of the aforesaid information as to effective date of such termination) of Tenant's Total Construction Costs multiplied by a fraction the numerator of which is the total rentable square feet of floor area in the Transfer Premises and the denominator of which is the total rentable square feet of floor area in the Premises. In determining Landlord’s choice's Termination Payment, Tenant's Total Construction Costs shall be amortized on a straight-line basis, with interest at Landlord’s sole discretion, the annual rate of the following options: prime rate of The First National Bank of Boston, plus two percent (1) That 2%), over the initial Term of this Lease. If Landlord consents exercises such right to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that terminate, Landlord shall be entitled to fifty percent recover possession of, and Tenant shall surrender, the Transfer Premises (50%with appropriate demising partitions erected at the expense of Landlord and with appropriate submetering of utilities to be done at the expense of Landlord), on the date which is ninety (90) days after the date of any Excess IncomeLandlord's notice of termination. If Landlord does not exercise such right to terminate with respect to such Transfer Premises, hereinafter defined, obtained then Landlord shall have no right to terminate the Lease with respect to the Transfer Premises as provided herein for six (6) months after the earlier of (i) receipt by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into Landlord of a mutually satisfactory new lease for notice whereby Landlord waives its right to terminate the Premises Lease with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant respect to the express provisions of this Article 16, such notice to specify precisely Transfer Premises as provided herein or (ii) the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent expiration of the Premises, that above-referenced thirty (30) day period if during such thirty (30) day period Landlord elects fails to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as respond to the portion thereof that Proposed Transfer Notice. During such six (6) month period Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.may

Recapture. Except for transfers under Article 16(B) aboveLandlord may, Landlord shall notify Tenant within thirty (30) days from the submission after receipt of Tenant's Request Notice with respect to (i) sublease for any period of time (only) space on a floor of a Building for which Tenant (or a Permitted Transferee) is not leasing all of the aforesaid information rentable square footage on such floor (but expressly excluding any first floor computer lab space in the Building 2 Premises, for which Landlord's recapture right shall not apply), and/or (ii) any request to assign or sublease all or any other Premises for the remainder of the Term ((i) and/or (ii), as to Landlord’s choiceapplicable, a "Recapturable Sublease"), at Landlord’s sole discretionthe time of such request, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations recapture and liabilities under cancel this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be effective. Additionally, notwithstanding anything to the contrary in this Section 10, if at any time during the Lease Term Tenant desires in good faith to sublet any of the Premises when Tenant delivers Tenant's Request Notice, such notice will specify that it is sent for the additional purpose of determining whether Landlord will exercise its recapture rights, and not have to contain the identity of the proposed assignee, subtenant or other party, the proposed documentation, the certification stating whether or not any premium or other consideration is being paid, and a description of its business or the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party notwithstanding the terms of Section 1 O(c) above. Landlord shall have the right in its sole and absolute discretion to recapture and cancel this Lease with respect to the proposed Transfer space that is a Recapturable Sublease by sending Tenant had wished written notice of such termination within thirty (30) days after Landlord's receipt of Tenant's Request Notice. If Landlord does not cancel this Lease with respect to subleasethe proposed Transfer space that is a Recapturable Sublease (or if Landlord fails to send a notice to Tenant electing to recapture and cancel this Lease with respect to such space), then, at any time prior to the date that is one hundred eighty (180) days after the date Landlord receives Tenant's Request Notice, Tenant may sublease the proposed Transfer space described in Tenant's Request Notice to a third party sublease without Landlord's right to recapture, but still subject to the terms of this Article 10. In either After the expiration of such event one hundred eighty (180) day period, Landlord's right to recapture in accordance with the terms of this Lease will once again be applicable, subject to Tenant's right to then again deliver Tenant's Request Notice seeking a determination of whether Landlord will exercise its recapture rights. The cost of any construction required to permit the operation of the proposed Transfer space separate from the balance of the Building 1 Premises or Building 2 Premises, as applicable, shall be paid by Tenant to Landlord as Additional Rent under this Lease, unless the separation of such space results solely from Landlord's exercise of its recapture rights (in which case Landlord shall surrender possession pay such cost of construction required to permit the operation of the proposed Transfer space separate from the balance of the Building 1 Premises or Building 2 Premis~s, as applicable). If Landlord recaptures and cancels this Lease as to any portion of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If then this Lease shall be canceled as to a cease for such portion of the Premises only, and Tenant shall pay to Landlord all Rent accrued through the Rent payable by Tenant hereunder shall be abated proportionately according cancellation date relating to the ratio that the area of the portion of the Premises surrendered bears covered by the proposed Transfer, and as to the area that portion of the Premises immediately prior to such surrenderwhich is not part of the proposed Transfer space, this Lease shall remain in full force and effect. If Landlord shall cancel this LeaseThereafter, Landlord may relet the Premises, or the applicable lease such portion of the Premises, Premises to the prospective transferee (or to any other party (including, person) without limitation, the proposed assignee or subtenant of Tenant), without any liability to Tenant.

Recapture. Except for transfers under Article 16(B(A) Notwithstanding the provisions of Section 5.6.1 above, Landlord shall notify in the event Tenant within thirty desires (30i) days from the submission of the aforesaid information as to Landlord’s choice, at Landlord’s sole discretion, of the following options: (1) That Landlord consents to a subleasing of the Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by Tenant from such subletting or assignment; or (2) That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or (ii) to enter into a Triggering Sublease, as hereinafter defined (in either case other than a proposed assignment or subletting pursuant to Section 5.6.4. below), then Tenant shall give Landlord a written notice (the “Recapture Notice”). As used herein, a “Triggering Sublease” shall mean a sublease that (a) is for all or substantially all of the remainder of the Term hereof (excluding any unexercised option periods), and (b) when combined with any other subleases of the Premises then in effect, exceeds seventy five percent (75%) or more than 66 percent of the Premises. The Recapture Notice shall specify that Tenant desires to enter into a Triggering Sublease, that Landlord elects or to cancel assign its interest in this Lease, other than pursuant to Section 5.6.4. below. The Recapture Notice shall state the Lease and recapture affected portion of the Premises (“Recapture Premises”), and shall constitute an offer (“Recapture Offer”) to terminate this Lease with respect to the Recapture Premises. (B) Landlord shall have fifteen (15) days (the “Acceptance Period”) to deliver written notice to Tenant (“Acceptance Notice”) accepting Tenant’s Recapture Notice. If Landlord does not timely deliver an Acceptance Notice, it shall be deemed to have declined Tenant’s Recapture Offer. (C) Landlord’s Acceptance Notice shall specify a termination date (“Recapture Termination Date”), which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after the date of Landlord’s Acceptance Notice. Upon the Recapture Termination Date, all obligations with respect to the Recapture Premises relating to the period after the Recapture Termination Date (but not those relating to the period before the Recapture Termination Date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through the Recapture Termination Date, and Tenant shall have no liability for any obligation with respect to the Recapture Premises accruing after the Recapture Termination Date. (D) Notwithstanding the provisions of Section 5.6.1 above, but subject to the provisions of this Section 5.6.3 and the provisions of Sections 5.6.5 and 5.6.6 below, in the case of an assignment) or event that Landlord elects to cancel shall not have exercised the Lease termination right as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in Section 5.6.2, or shall have failed to give any or timely notice under Section 5.6.2, then for a period of one hundred twenty (120) days (i) after the receipt of Landlord’s notice from stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 5.6.2 as the case may be, Tenant shall have the right to assign this Lease or sublet the whole (but not part) of the Recapture Premises in accordance with the remaining provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee or subtenant of Tenant), without any liability to TenantSection 5.6.